On August 20, 2026, Webster Financial Corporation announced via Form 8-K the successful completion of its acquisition by Banco Santander, S.A., in accordance with the transaction agreement dated February 3, 2026.

Key Highlights

Acquisition completed on August 20, 2026: Banco Santander, S.A. purchased all outstanding shares of Webster Financial Corporation common stock on the closing date.
Share exchange terms: Each Webster common stock share was exchanged for 2.0548 Banco Santander American Depositary Shares plus $48.75 in cash, without interest.
Merger process: Webster merged into Webster Virginia (Reincorporation Merger), followed by Banco Santander acquiring all Webster Virginia shares through a statutory share exchange.
Bank subsidiary consolidation: Webster Bank, National Association (WBNA) merged into Santander Bank, National Association (SBNA), with SBNA continuing as the surviving entity.
Preferred stock conversions: Webster’s Series F and Series G preferred stocks were converted into SHUSA Series H and Series I preferred stocks, respectively, via multiple conversion steps.
NYSE delisting initiated: On August 19, 2026, Webster notified the New York Stock Exchange that merger certificates had been filed in connection with the closing.

Webster Financial Executes Multi-Phase Merger into Banco Santander Framework

The filing details a series of mergers and share exchanges forming the transaction. Initially, Webster Financial Corporation merged into its wholly-owned Virginia subsidiary, “Webster Virginia,” in the Reincorporation Merger. Subsequently, Banco Santander acquired all outstanding Webster Virginia common stock through a statutory share exchange, collectively termed the “HoldCo Transactions.” The governing transaction agreement was dated February 3, 2026.

Following the HoldCo Transactions, Banco Santander transferred all Webster Virginia common stock to Santander Holdings USA, Inc. (“SHUSA”), a wholly-owned Banco Santander subsidiary, under a share contribution agreement. Webster Virginia then merged into SHUSA, with SHUSA as the surviving corporation. Separately, per an amended merger agreement dated March 30, 2026, Webster Bank, National Association merged into Santander Bank, National Association, with SBNA as the surviving bank.

Regarding preferred stock, the filing outlines automatic conversions: Webster’s 5.25% Series F Non-Cumulative Perpetual Preferred Stock converted into Webster Virginia Series A Preferred Stock, then into SHUSA Series H Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock. Similarly, Webster’s 6.50% Series G Non-Cumulative Perpetual Preferred Stock converted into Webster Virginia Series B Preferred Stock and subsequently into SHUSA Series I Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock. Depositary shares were converted proportionally, preserving fractional interests (1/1000th for Series F, 1/40th for Series G).

Disclosure Summary

Webster Financial Corporation confirmed the completion of its acquisition by Banco Santander, S.A. on August 20, 2026, detailing the per-share merger consideration, the full sequence of corporate mergers, preferred stock conversions into SHUSA securities, and the commencement of NYSE delisting procedures.