false 0000811830 0000811830 2024-10-14 2024-10-14

 

 

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): October 14, 2024

 

 

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 October 14, 2024, Santander Holdings USA, Inc. (the “Company”) entered into a definitive settlement agreement resolving claims in class action litigation captioned In Re Santander Consumer USA Holdings Inc. Stockholders Litigation, C.A. No. 2022-0689-LWW, pending before the Delaware Court of Chancery pertaining to alleged breaches of fiduciary duty in connection with the 2022 acquisition of Santander Consumer USA Holdings Inc. The settlement agreement contemplates a combined payment by defendants of $162.5 million, inclusive of all attorney’s fees and expenses, and a full and complete class-wide release of all claims. Of such payment amount, a substantial majority will be covered by insurance. The settlement is subject to approval by the Court.

Cautionary Statement Regarding Forward-Looking Statements

This filing contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements about our expectations, beliefs, plans, or future events are not historical facts and may be forward-looking. These statements are often, but not always, made through the use of words or phrases such as “anticipates,” “believes,” “can,” “could,” “may,” “predicts,” “potential,” “should,” “will,” “looking forward,” “would,” “hopes,” “assumes,” “estimates,” “plans,” “projects,” “continuing,” “ongoing,” “expects,” “intends,” and similar words or phrases. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date on which the statements are made, these statements are not guarantees of future performance and involve risks and uncertainties that are subject to change based on various important factors and assumptions, some of which are beyond our control. Among the factors that could cause actual results to differ from those reflected in forward-looking statements include, without limitation, statements regarding additional legal fees and accruals, and the anticipated financial impact of settling this litigation matter. There can be no assurance that the court will approve the settlement, or that the ultimate financial impact will be as currently anticipated. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this filing. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by us or any other person that our expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Readers are cautioned not to place undue reliance on our forward-looking statements, and we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Any forward-looking statements only speak as of the date of this filing, and we undertake no obligation to update any forward-looking information or statements, whether written or oral, to reflect any change, except as required by law. All forward-looking statements attributable to us are expressly qualified by these cautionary statements.

 

Item 9.01

Financial Statements and Exhibits

 

Exhibit
No.
  

Description

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.

 

    SANTANDER HOLDINGS USA, INC.
    By:  

/s/ Robert E. Bailey

    Name:   Robert E. Bailey
    Title:   Senior Deputy General Counsel
Dated: October 15, 2024