Material Event Form 8 K

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.