UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20459
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Banco Santander, S.A. (Exact name of registrant as specified in its charter) |
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Kingdom of Spain (State of incorporation or organization) | None (I.R.S. Employer Identification No.) |
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Ciudad Grupo Santander 28660 Boadilla del Monte (Madrid) Spain (Address of principal executive offices) | 28660 (Zip Code) |
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Securities to be registered pursuant to Section 12(b) of the Act: |
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| Title of each class to be so registered | Name of each exchange on which each class is to be registered |
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Series SNP-217 Senior Non Preferred Callable Floating Rate Notes due 2028 | New York Stock Exchange |
Series SNP-218 5.552% Senior Non Preferred Callable Fixed-to-Fixed Rate Notes due 2028 | New York Stock Exchange |
| Series SNP-219 5.538% Senior Non Preferred Callable Fixed-to-Fixed Rate Notes due 2030 | New York Stock Exchange |
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| Series SUBSAN-221 6.350% Tier 2 Subordinated Fixed Rate Notes due 2034 | New York Stock Exchange |
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| If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. x |
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| If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. o |
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| If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. o |
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| Securities Act registration statement or Regulation A offering statement file number to which this form relates: 333-271955 |
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Securities to be registered pursuant to Section 12(g) of the Act: None. |
INFORMATION REQUIRED IN REGISTRATION STATEMENT
The Registrant has filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) under the Securities Act of 1933, (i) a prospectus supplement dated March 11, 2024 relating to the Registrant's Senior Non Preferred Callable Floating Rate Notes due 2028, the 5.552% Senior Non Preferred Callable Fixed-to-Fixed Rate Notes due 2028 and the 5.538% Senior Non Preferred Callable Fixed-to-Fixed Rate Notes due 2030 (the “SNP Prospectus Supplement”) and (ii) a prospectus supplement dated March 11, 2024 relating to the Registrant's 6.350% Tier 2 Subordinated Fixed Rate Notes due 2034 (the “Subordinated Prospectus Supplement” and, together with the SNP Prospectus Supplement, the “Prospectus Supplements”), to a base prospectus dated May 16, 2023 (the “Prospectus”) contained in the registration statement of the Registrant on Form F-3ASR (File No. 333-271955) filed with the Commission on May 16, 2023, relating to the securities to be registered hereunder. The Registrant incorporates by reference the Prospectus Supplements and the Prospectus to the extent set forth below.
Item 1. Description of Registrant’s Securities to be Registered
The information required by this item is incorporated herein by reference to the information contained in the sections captioned “Description of Debt Securities,” “Description of Certain Provisions Relating to Debt Securities and Contingent Convertible Capital Securities” and “Taxation” of the Prospectus, and “Description of the Notes” and “Taxation” of the Prospectus Supplements.
Item 2. Exhibits
| | 4.1 | Senior Non Preferred Debt Securities Indenture, dated as of March 14, 2024, among Banco Santander, S.A., as Issuer, and The Bank of New York Mellon, London Branch, as Trustee (incorporated herein by reference from Exhibit 4.1 to the Form 6-K filed with the Commission on March 14, 2024 (Accession No. 0001193125-24-067954)). |
| | 4.2 | First Supplemental Indenture, dated as of March 14, 2024, to the Senior Non Preferred Debt Securities Indenture, dated as of March 14, 2024, among Banco Santander, S.A., as Issuer, The Bank of New York Mellon, London Branch, as Trustee, Calculation Agent and Principal Paying Agent, and The Bank of New York Mellon SA/NV, Luxembourg Branch, as Registrar (incorporated herein by reference from Exhibit 4.2 to the Form 6-K filed with the Commission on March 14, 2024 (Accession No. 0001193125-24-067954)). |
| | 4.3 | Second Supplemental Indenture, dated as of March 14, 2024, to the Subordinated Debt Securities Indenture, dated as of August 8, 2023, among Banco Santander, S.A., as Issuer, The Bank of New York Mellon, London Branch, as Trustee and Principal Paying Agent, and The Bank of New York Mellon SA/NV, Luxembourg Branch, as Registrar (incorporated herein by reference from Exhibit 4.3 to the Form 6-K filed with the Commission on March 14, 2024 (Accession No. 0001193125-24-067954)). |
| | 4.4 | Form of Global Note for the Senior Non Preferred Callable Floating Rate Notes due 2028 (incorporated herein by reference from Exhibit 4.4 to the Form 6-K filed with the Commission on March 14, 2024 (Accession No. 0001193125-24-067954)). |
| | 4.5 | Form of Global Note for the 5.552% Senior Non Preferred Callable Fixed-to-Fixed Rate Notes due 2028 (incorporated herein by reference from Exhibit 4.5 to the Form 6-K filed with the Commission on March 14, 2024 (Accession No. 0001193125-24-067954)). |
| | 4.6 | Form of Global Note for the 5.538% Senior Non Preferred Callable Fixed-to-Fixed Rate Notes due 2030 (incorporated herein by reference from Exhibit 4.6 to the Form 6-K filed with the Commission on March 14, 2024 (Accession No. 0001193125-24-067954)). |
| | 4.7 | Form of Global Note for the 6.350% Tier 2 Subordinated Fixed Rate Notes due 2034 (incorporated herein by reference from Exhibit 4.7 to the Form 6-K filed with the Commission on March 14, 2024 (Accession No. 0001193125-24-067954)). |
| | 99.1 | The Prospectus and the Prospectus Supplements (incorporated herein to the extent provided above by reference to the Registrant’s filing under Rule 424(b) dated March 11, 2024). |
SIGNATURE
Pursuant to the requirements of Section 12 the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
Banco Santander, S.A.
Issuer
| By: | /s/ José Antonio Soler | |
| | Name: José Antonio Soler Title: Authorized Representative | |
March 20, 2024
