Santander Holdings USA Issues $500M Series J Preferred Stock to Parent

What Happened
Santander Holdings USA, Inc. announced a private placement and on August 27, 2026 issued 500,000 shares of a new series of preferred stock — Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series J — to Banco Santander, S.A. The stated liquidation preference is $1,000 per share.

Key Details

• 500,000 shares of Series J Preferred Stock issued on August 27, 2026.
• Liquidation preference: $1,000 per share (aggregate preference of $500,000,000).
• Purchaser: Banco Santander, S.A. (the Company’s parent).
• Shares are unregistered under the Securities Act; the Company relied on the private placement exemption under Section 4(a)(2) and similar state exemptions.
• The series was created via an Articles of Amendment (Item 5.03), and the stock is labeled “Fixed-Rate Reset Non-Cumulative Perpetual,” indicating perpetual preferred status and non‑cumulative dividend features.

Why It Matters
This filing documents a $500 million private capital transaction with the company’s parent, which increases Santander Holdings USA’s preferred equity. Because the shares are perpetual and non‑cumulative, they represent a long-term claim in the capital structure with dividend payments that do not accumulate if skipped. The securities were privately placed and are not registered for public resale, so they will not be freely tradable in the U.S. market absent registration or an exemption. Investors should note the change in the company’s capital structure and the nature of these preferred shares as described in the 8‑K.