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 ~~the~~Report ~~Securities~~(Date ~~Exchange~~of ~~Act~~earliest ofevent ~~1934~~reported): May 2, 2025

Date of Report (Date of earliest event reported): March 17, 2025

Santander Holdings USA, Inc.

(Exact name of registrant as specified in its charter)

Virginia

~~1-16581~~

~~23-2453088~~

1-16581

23-2453088

(State or other Jurisdictionof Incorporation)

(CommissionFile Number)

(IRS EmployerIdentification No.)

(State or other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

75 State Street, Boston, Massachusetts

~~02109~~

02109

(Address of principal executive offices)

(Zip Code)

(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.)

(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 ~~TradingSymbols~~Trading Symbols Name of each ~~exchangeon~~exchange on which registered Not Applicable Not Applicable Not ~~Applicable~~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 82.0102 Results ~~Other~~of ~~Events~~Operations and Financial Condition

OnItem ~~March 20, 2025, Santander Holdings USA, Inc~~7.01 Regulation ~~(the~~FD “Company”) completed the public offer and sale of $850,000,000 aggregate principal amount of its 5.473% Fixed-to-Floating Rate Senior Notes due 2029 (the “2029 Notes”), $400,000,000 aggregate principal amount of its Floating Rate Senior Notes due 2029 (the “Floating Rate Notes”) and $750,000,000 aggregate principal amount of its 5.741% Fixed-to-Floating Rate Senior Notes due 2031 (the “2031 Notes” and, collectively with the 2029 Notes and the Floating Rate Notes, the “Notes”). The Notes were issued pursuant to a Senior Debt Indenture, dated as of April 19, 2011 (the “Senior Debt Indenture”), between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), as amended by an Eighth Supplemental Indenture, dated as of March 1, 2017 (the “Eighth Supplemental Indenture”), between the Company and the Trustee and as supplemented by a Thirty-Sixth Supplemental Indenture, dated as of March 20, 2025 (the “Thirty-Sixth Supplemental Indenture”), between the Company and the Trustee. The Notes were sold pursuant to an underwriting agreement, dated as of March 17, 2025 (the “Underwriting Agreement”), between the Company and Santander US Capital Markets LLC, Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC, TD Securities (USA) LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters listed therein.Disclosure

~~The~~Santander ~~Underwriting~~Holdings ~~Agreement~~USA, ~~the~~Inc. ~~Senior Debt Indenture,~~ (the ~~Eighth~~“Company”) ~~Supplemental~~is ~~Indenture,~~furnishing ~~the~~copies ~~Thirty-Sixth~~of ~~Supplemental~~slides ~~Indenture~~which ~~and~~will ~~the~~be ~~Notes~~used ~~are more fully described~~ in ~~the~~connection ~~prospectus supplement filed~~ with ~~the~~presentations ~~Securities and Exchange Commission (the “Commission”)~~ on ~~March 19,~~one ~~2025~~or tomore ~~the~~occasions. The ~~accompanying~~presentation ~~prospectus~~materials ~~filed~~are ~~with~~attached ~~the~~hereto ~~Commission on December 15, 2023~~ as ~~part~~Exhibit of99.1 ~~the~~and ~~Company’s~~incorporated ~~Registration~~herein ~~Statement~~solely onfor ~~Form~~purposes ~~S-3~~of ~~(File~~Items No2. ~~333-276089)~~02 ~~(the~~and ~~“Registration Statement”)~~7.01.

The ~~Underwriting~~information ~~Agreement,~~contained in the ~~Senior~~attached ~~Debt~~presentation ~~Indenture,~~materials ~~the~~is ~~Eighth~~summary ~~Supplemental~~information ~~Indenture,~~that ~~the~~is ~~Thirty-Sixth~~intended ~~Supplemental~~to ~~Indenture~~be ~~and~~considered in the ~~form~~context of the ~~Notes~~Company’s ~~are~~Securities ~~attached~~and toExchange ~~this~~Commission ~~Current~~filings ~~Report on Form 8-K as Exhibits 1.1, 4.1, 4.2, 4.3, 4.4, 4.5~~ and ~~4.6,~~other ~~respectively,~~public ~~and are incorporated into this Item 8~~announcements.~~01 by reference.~~ The ~~foregoing~~Company ~~descriptions~~undertakes ofno ~~the~~duty ~~Underwriting~~or ~~Agreement,~~obligation ~~the~~to ~~Senior~~publicly ~~Debt~~update ~~Indenture,~~or ~~the~~revise ~~Eighth~~this ~~Supplemental Indenture~~information, ~~the~~although ~~Thirty-Sixth~~it ~~Supplemental~~may ~~Indenture and the form of the Notes~~ do ~~not~~so ~~purport~~from totime ~~be complete and are qualified in their entirety by reference~~ to ~~the exhibits attached hereto~~time.

~~This~~The information in Items 2.02 and 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being ~~filed,~~furnished inand ~~part,~~shall not be deemed “filed” for the ~~purpose~~purposes of ~~filing~~Section 18 of the ~~attached~~Securities ~~documents~~Exchange asAct ~~exhibits~~of 1934 or otherwise subject to the ~~Registration~~liabilities ~~Statement~~under that Section. Further, the information in ~~connection~~Items ~~with~~2.02 ~~the~~and ~~issuance~~7.01 of ~~the~~this ~~Notes~~Current Report on Form 8-K, ~~and~~including ~~such~~Exhibit ~~exhibits~~99.1, ~~are~~shall ~~hereby~~not be deemed to be incorporated by reference into the ~~Registration~~filings ~~Statement~~of the Company under the Securities Act of 1933. Item 7.01 of this Current Report on Form 8-K will not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely by Regulation FD.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	~~Description~~	Description
1.1	Underwriting Agreement, dated as of March 17, 2025, by and between Santander Holdings USA, Inc. and Santander US Capital Markets LLC, Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC, TD Securities (USA) LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters listed therein
99.1		Presentation materials of Santander Holdings USA, Inc, dated May 2, 2025
4.1	Senior Debt Indenture, dated as of April 19, 2011, by and between Santander Holdings USA, Inc. and Deutsche Bank Trust Company Americas, as trustee (incorporated herein by reference to Exhibit 4.1 to Santander Holdings USA, Inc.’s Current Report on Form 8-K filed on April 19, 2011)
104		Cover page formatted as Inline XBRL and contained in Exhibit 101
4.2	Eighth Supplemental Indenture, dated as of March 1, 2017, by and between Santander Holdings USA, Inc. and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.2 to Santander Holdings USA, Inc.’s Current Report on Form 8-K filed on March 1, 2017)
4.3	Thirty-Sixth Supplemental Indenture, dated as of March 20, 2025, by and between Santander Holdings USA, Inc. and Deutsche Bank Trust Company Americas, as trustee
4.4	Form of 5.473% Fixed-to-Floating Rate Senior Notes due 2029 (included in Exhibit 4.3)
4.5	Form of Floating Rate Senior Notes due 2029 (included in Exhibit 4.3)
4.6	Form of 5.741% Fixed-to-Floating Rate Senior Notes due 2031 (included in Exhibit 4.3)
5.1	Opinion of Wachtell, Lipton, Rosen & Katz
5.2	Opinion of McGuireWoods LLP
23.1	Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit 5.1)
23.2	Consent of McGuireWoods LLP (included in Exhibit 5.2)
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: May 2, 2025			SANTANDER HOLDINGS USA, INC. By:/s/ Gerard A. Chamberlain Name: Gerard A. Chamberlain Title: Senior Deputy General Counsel and Executive Vice President

SANTANDER HOLDINGS USA, INC.

Dated: March 20, 2025

/s/ Gerard A. Chamberlain

Gerard A. Chamberlain

Senior Deputy General Counsel and Executive Vice President

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