8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 28, 2023

Santander Holdings USA, Inc.

(Exact name of registrant as specified in its charter)

Virginia	1-16581		23-2453088
(State or other Jurisdiction of Incorporation)	(Commission File Number)		(IRS Employer Identification No.)
75 State Street, Boston, Massachusetts		02109
(Address of Principal Executive Offices)		(Zip Code)

Registrant's telephone number, including area code: (800) 493-8219

N/A

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbols	Name of each exchange on which registered
Not Applicable	Not Applicable	Not applicable

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Item 8.01     Other Events

On June 30, 2023, Santander Holdings USA, Inc. issued a press release regarding the Federal Reserve’s stress test results for 2023.

A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01    Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Press Release Dated June 30, 2023
104	Cover page formatted as Inline XBRL and contained in Exhibit 101

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: June 30, 2023 SANTANDER HOLDINGS USA, INC.

By:/s/ Gerard A. Chamberlain              Name: Gerard A. Chamberlain Title: Senior Deputy General Counsel and Executive Vice President

EX-99.1

Santander Holdings USA, Inc. Announces 2023 Stress Capital Buffer

June 30, 2023 - On June 28, 2023, the Board of Governors of the Federal Reserve System (the “Federal Reserve”) informed Santander Holdings USA, Inc. (“SHUSA”) of SHUSA’s updated stress capital buffer (“SCB”) requirement, which becomes effective on October 1, 2023. SHUSA’s updated SCB will be 2.5% of its Common Equity Tier 1 capital (CET1) resulting in an overall CET1 capital requirement of 7.0%. This is the lowest possible requirement under the SCB rules.

SHUSA’s SCB and strong capitalization support our planned capital actions and long-term capital efficiency objectives.

As a Category IV firm under the Federal Reserve’s tailoring rule, SHUSA was not subject to the Federal Reserve’s Comprehensive Capital Analysis and Review (“CCAR”) process in 2023 and did not opt in to CCAR voluntarily. SHUSA’s stress test results, therefore, are not included in the Federal Reserve’s publicly released 2023 stress test results. Historically, SHUSA has been in the top quartile of the firms subject to CCAR when measured by its minimum forecasted CET1 capital ratio and decrease from starting to minimum CET1 capital ratio.

SHUSA completes its own stress tests utilizing our internally developed bank holding company stress scenario as well as the scenarios provided by the Federal Reserve. In our 2023 stress testing exercise, SHUSA maintains a strong capital position under all forecasted scenarios. SHUSA’s internal stress scenario includes an increasing interest rate environment and large shocks to used car and commercial real estate prices.

About Santander Holdings USA, Inc.

Santander Holdings USA, Inc. (SHUSA) is a wholly owned subsidiary of Madrid-based Banco Santander, S.A. (NYSE: SAN) (Santander), a global banking group with 161 million customers in the U.S., Europe and Latin America. As the intermediate holding company for Santander’s U.S. businesses, SHUSA is the parent company of financial companies with approximately 13,700 employees, 4.5 million customers, and $168 billion in assets, as of December 2022. These include Santander Bank, N.A., Santander Consumer USA Holdings Inc., Banco Santander International, Santander Securities LLC, Santander US Capital Markets LLC and several other subsidiaries. Santander US is recognized as a top 10 auto lender, a top 10 multifamily lender, and a top 10 commercial real estate lender, and has a growing wealth management business. For more information about Santander US, please visit www.santanderus.com.

Media Contact:

Andrew Simonelli

267-798-6406

andrew.simonelli@santander.us

XML

Cover Page	Jun. 28, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jun. 28, 2023
Entity Registrant Name	Santander Holdings USA, Inc.
Entity Incorporation, State or Country Code	VA
Entity File Number	1-16581
Entity Tax Identification Number	23-2453088
Entity Address, Address Line One	75 State Street
Entity Address, City or Town	Boston
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02109
City Area Code	800
Local Phone Number	493-8219
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Not Applicable
Trading Symbol	Not Applicable
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0000811830