{"filing":{"accession_number":"0001193125-26-371544","cik":"0000811830","ticker":null,"company_name":"Santander Holdings USA, Inc.","form":"8-K","filing_date":"2026-08-27","report_date":"2026-08-25","primary_document":"d430633d8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/811830/000119312526371544/d430633d8k.htm"},"events":[{"id":30116,"run_id":27600,"accession_number":"0001193125-26-371544","anchor_item_number":"3.02","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"summary":"Santander Holdings USA consummated a private placement of 500,000 shares of Series J Preferred Stock to its parent company Banco Santander, S.A., raising $500 million in capital. The transaction relied on the Section 4(a)(2) private placement exemption and was completed on August 27, 2026.","company_name":"Santander Holdings USA, Inc.","ticker":null,"filing_date":"2026-08-27","form":"8-K","submitted_at":null,"items":[{"id":32622,"accession_number":"0001193125-26-371544","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Santander Holdings USA entered into a private placement agreement with its parent company Banco Santander, S.A. to issue 500,000 shares of Series J Preferred Stock with a $1,000 liquidation preference per share (totaling $500 million in capital raised). The transaction was consummated on August 27, 2026, and explicitly relies on the Section 4(a)(2) private placement exemption from Securities Act registration. This is a material unregistered equity issuance that increases the company's capital structure and is directly responsive to Item 3.02 disclosure requirements.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-27T21:15:56.874013+00:00","company_name":"","ticker":null,"filing_date":""},{"id":32623,"accession_number":"0001193125-26-371544","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.75,"reasoning":"This disclosure reports an amendment to the Company's Articles of Incorporation to create a new Series J Preferred Stock with 500,000 authorized shares, filed with Virginia's Secretary of State on August 26, 2026. While the amendment itself is a governance matter (charter amendment), the underlying economic substance—issuance of preferred equity with specific dividend and redemption terms—is routine capital structure management. The filing is administrative in nature and does not disclose a material event that would affect a reasonable investor's assessment of the registrant's financial condition or prospects; it is a procedural governance action tied to a previously disclosed Purchase Agreement.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-27T21:15:56.874013+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":32622,"accession_number":"0001193125-26-371544","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Santander Holdings USA entered into a private placement agreement with its parent company Banco Santander, S.A. to issue 500,000 shares of Series J Preferred Stock with a $1,000 liquidation preference per share (totaling $500 million in capital raised). The transaction was consummated on August 27, 2026, and explicitly relies on the Section 4(a)(2) private placement exemption from Securities Act registration. This is a material unregistered equity issuance that increases the company's capital structure and is directly responsive to Item 3.02 disclosure requirements.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-27T21:15:56.874013+00:00","company_name":"Santander Holdings USA, Inc.","ticker":null,"filing_date":"2026-08-27"},{"id":32623,"accession_number":"0001193125-26-371544","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.75,"reasoning":"This disclosure reports an amendment to the Company's Articles of Incorporation to create a new Series J Preferred Stock with 500,000 authorized shares, filed with Virginia's Secretary of State on August 26, 2026. While the amendment itself is a governance matter (charter amendment), the underlying economic substance—issuance of preferred equity with specific dividend and redemption terms—is routine capital structure management. The filing is administrative in nature and does not disclose a material event that would affect a reasonable investor's assessment of the registrant's financial condition or prospects; it is a procedural governance action tied to a previously disclosed Purchase Agreement.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-27T21:15:56.874013+00:00","company_name":"Santander Holdings USA, Inc.","ticker":null,"filing_date":"2026-08-27"}]}