Santander Holdings USA, Inc. 8-K

What Happened
Santander Holdings USA, Inc. announced it completed the public offering and sale of $2.5 billion aggregate principal amount of fixed-to-floating rate senior notes. The offering consisted of $1.0 billion of 5.040% Senior Notes due 2030, $750 million of 5.220% Senior Notes due 2032 and $750 million of 5.701% Senior Notes due 2037. The notes were issued under the Company’s Senior Debt Indenture and related supplemental indentures and were sold pursuant to an underwriting agreement dated June 2, 2026; the transaction was reported in an 8-K filed June 5, 2026.

Key Details

• Total proceeds: $2,500,000,000 in aggregate principal.
• Tranches and coupons: 5.040% due 2030 ($1.0B), 5.220% due 2032 ($750M), 5.701% due 2037 ($750M).
• Documentation: issued under the Senior Debt Indenture (April 19, 2011) as amended and a Thirty-Seventh Supplemental Indenture dated June 5, 2026; underwriting led by Santander US Capital Markets LLC, BofA, Citi, J.P. Morgan, Morgan Stanley and RBC.
• Offering disclosure: described in a prospectus supplement filed June 4, 2026 to the Company’s Form S-3 registration statement.

Why It Matters
This transaction raises long-term funding of $2.5B through senior unsecured debt, adding fixed interest obligations that will later convert to floating rates per the notes’ structure. For investors, the offering affects Santander Holdings USA’s debt profile, interest expense outlook and maturity schedule; details such as coupons, maturities and filing references are provided in the 8-K and accompanying prospectus supplement.