UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form CB/A
TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM
(Amendment No. 1)
Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form:
| Securities Act Rule 801 (Rights Offering) | ☐ |
| Securities Act Rule 802 (Exchange Offer) | ☐ |
| Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer) | ☒ |
| Exchange Act Rule 14d-1(c) (Third Party Tender Offer) | ☐ |
| Exchange Act Rule 14e-2(d) (Subject Company Response) | ☐ |
Filed or submitted in paper if permitted by Regulation S-T Rule 101(b)(8) ☐
| Banco Santander, S.A. |
| (Name of Subject Company) |
| N/A |
| (Translation of Subject Company’s Name into English (if applicable)) |
| Kingdom of Spain |
| (Jurisdiction of Subject Company’s Incorporation or Organization) |
| Banco Santander, S.A. |
| (Name of Person(s) Furnishing Form) |
| EUR 1,500,000,000 4.375 per cent. Non-Step-Up Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1 Securities |
| (Title of Class of Subject Securities) |
| N/A |
| (CUSIP Number of Class of Securities (if applicable)) |
|
José Antonio Soler Ramos Banco Santander, S.A. Ciudad Grupo Santander - 28660 Boadilla del Monte Madrid, Spain Tel: +34 912 89 32 81 |
| (Name, Address (including zip code) and Telephone Number (including area code) of Person(s) Authorized to Receive Notices and Communications on Behalf of Subject Company) |
|
Copies to:
Pedro J. Bermeo
|
| June 24, 2025 |
| (Date Tender Offer/Rights Offering Commenced) |
PART I - INFORMATION SENT TO SECURITY HOLDERS
Item 1. Home Jurisdiction Documents
(a) The following documents are attached hereto as exhibits to this form:
| 1 | Previously furnished with the Form CB furnished to the Securities and Exchange Commission on June 24, 2025. |
| 2 | Incorporated by reference to the Company’s Report on Form 6-K furnished to the Securities and Exchange Commission on June 24, 2025 (accession no. 0000950103-25-007723). |
| 3 | Incorporated by reference to the Company’s Report on Form 6-K furnished to the Securities and Exchange Commission on June 24, 2025 (accession no. 0000950103-25-007750). |
Item 2. Informational Legends
Not applicable.
PART II - INFORMATION NOT REQUIRED TO BE SENT TO SECURITY HOLDERS
| (1) | Not applicable. |
| (2) | Not applicable. |
| (3) | Not applicable. |
PART III - CONSENT TO SERVICE OF PROCESS
| (1) | Written irrevocable consent and power of attorney on Form F-X filed concurrently with the Commission on June 24, 2025. |
| (2) | Not applicable. |
PART IV - SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
/s/ José Antonio Soler Ramos |
| (Signature) |
|
José Antonio Soler Ramos Deputy Chief Financial Officer |
| (Name and Title) |
|
June 24, 2025 |
| (Date) |