Banco Santander (NYSE: SAN) wins Fed approval for Webster deal

Rhea-AI Filing Summary

Banco Santander, S.A. reports that, in connection with its planned acquisition of Webster Financial Corporation, it has now received the key regulatory approvals needed to complete the deal on the previously announced terms. Approval came from the Office of the Comptroller of the Currency on 12 June 2026, from the European Central Bank on 21 July 2026, and from the Board of Governors of the Federal Reserve System on 4 August 2026.

The acquisition’s completion is expected on 20 August 2026. The communication also sets out extensive forward-looking risk factors, including the possibility that anticipated cost savings and synergies may not be achieved, potential delays or failure to close, integration and regulatory risks, reputational impacts, and dilution from issuing additional ordinary shares and American depositary shares in connection with the transaction.

Key Figures

OCC approval date: 12 June 2026 ECB authorisation date: 21 July 2026 Federal Reserve approval date: 4 August 2026 +2 more

5 metrics

OCC approval date 12 June 2026 Approval from the Office of the Comptroller of the Currency for the acquisition

ECB authorisation date 21 July 2026 Authorisation from the European Central Bank related to the acquisition

Federal Reserve approval date 4 August 2026 Approval from the Board of Governors of the Federal Reserve System to complete the acquisition

Expected completion date 20 August 2026 Planned closing date for Banco Santander’s acquisition of Webster Financial Corporation

Inside information notice date 3 February 2026 Date of original inside information notice regarding the acquisition

Key Terms

forward-looking statements, safe harbor provisions, American depositary shares, Office of the Comptroller of the Currency, +2 more

6 terms

forward-looking statements regulatory

"This communication contains statements that constitute “forward-looking statements” within the meaning"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

safe harbor provisions regulatory

"and the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995"

Safe harbor provisions are rules or legal protections that shield companies or individuals from certain penalties or liabilities when they follow specific guidelines or procedures. They provide a sense of security, encouraging compliance and innovation by reducing the fear of legal repercussions if they act in good faith. For investors, these provisions help ensure that companies are transparent and accountable without the risk of unfair punishment for honest mistakes.

American depositary shares financial

"issuance of additional ordinary shares and corresponding American depositary shares, each representing"

American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.

Office of the Comptroller of the Currency regulatory

"after having obtained the approval from the Office of the Comptroller of the Currency on 12 June 2026"

A U.S. federal regulator that oversees and enforces rules for nationally chartered banks and federal savings associations, acting like a referee to make sure those institutions operate safely and follow banking laws. Investors care because the agency’s supervision, rule changes, or enforcement actions can affect a bank’s safety, profitability, lending ability and legal risks — all of which influence the value and stability of bank stocks and related financial assets.

Board of Governors of the Federal Reserve System regulatory

"it received the approval from the Board of Governors of the Federal Reserve System of the United States"

A seven-member federal agency that leads the U.S. central bank system and sets key interest rates and rules for banks, acting like the steering committee that guides the country’s money supply and financial stability. Investors watch its decisions because changes in interest rates and bank rules affect borrowing costs, corporate profits, stock valuations and overall market confidence, similar to how a change in road signals alters traffic flow and travel times.

Transaction agreement regulatory

"the failure of the closing conditions in the Transaction agreement by and among Webster, Banco Santander"

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FAQ

What did Banco Santander (SAN) announce about its Webster Financial acquisition?

Banco Santander announced that it has obtained all key regulatory approvals needed to complete its acquisition of Webster Financial Corporation on previously announced terms. The bank now expects the transaction to close on 20 August 2026, subject to remaining conditions in the transaction agreement.

Which regulators approved Banco Santander (SAN)’s acquisition of Webster Financial and when?

The acquisition received approval from the Office of the Comptroller of the Currency on 12 June 2026, the European Central Bank on 21 July 2026, and the Board of Governors of the Federal Reserve System on 4 August 2026. These approvals permit completion on the agreed terms.

When is Banco Santander (SAN) expecting to complete the Webster Financial transaction?

Banco Santander expects to complete the acquisition of Webster Financial Corporation on 20 August 2026. This expected closing follows approvals from U.S. and European banking regulators and remains subject to satisfaction of the remaining conditions in the transaction agreement among the parties.

What are the main risks Banco Santander (SAN) highlights regarding the Webster transaction?

The company highlights risks that cost savings and synergies may not be fully realized, potential delays or failure to close, integration challenges, legal and regulatory proceedings, reputational impacts, and possible dilution from issuing additional ordinary shares and American depositary shares to finance or complete the transaction.

Does Banco Santander (SAN) say the Webster deal will dilute existing shareholders?

The communication notes the risk of dilution from Banco Santander’s issuance of additional ordinary shares and corresponding American depositary shares in connection with the transaction. It does not quantify the level of dilution but lists it among key forward-looking risk factors for shareholders.

Is Banco Santander (SAN)’s Webster acquisition communication an offer to buy or sell securities?

No. The company states explicitly that the communication does not constitute an offer to sell or solicitation of an offer to buy any securities or a solicitation of any vote or approval, and that any securities offer would only be made via a compliant prospectus.

FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

For the month of August, 2026

Commission File Number: 001-12518

Banco Santander, S.A.

(Exact name of registrant as specified in its charter)

Ciudad Grupo Santander

28660 Boadilla del Monte (Madrid) Spain

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F X Form 40-F

Banco Santander, S.A.

TABLE OF CONTENTS

Item
1	Report of Other Relevant Information dated August 5, 2026

Item 1

Banco Santander, S.A. (“Banco Santander” or the “Bank”), in compliance with the Securities Market legislation, hereby announces the following:

OTHER RELEVANT INFORMATION

Further to the inside information notice dated 3 February 2026 (registry number 3071) and the other relevant information notice dated 23 April 2026 (registry number 40405), concerning the acquisition of Webster Financial Corporation (the “Acquisition”), the Bank hereby informs that, after having obtained the approval from the Office of the Comptroller of the Currency on 12 June 2026 and the authorisation from the European Central Bank on 21 July 2026, on 4 August 2026, it received the approval from the Board of Governors of the Federal Reserve System of the United States required to complete the Acquisition on the terms previously announced. The completion of the Acquisition is expected to occur on 20 August 2026.

Boadilla del Monte (Madrid), 5 August 2026

FORWARD-LOOKING STATEMENTS

This communication contains statements that constitute “forward-looking statements” within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended, and the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “achieve,” “anticipate,” “assume,” “believe,” “could,” “deliver,” “drive,” “enhance,” “estimate,” “expect,” “focus,” “future,” “goal,” “grow,” “guidance,” “intend,” “may,” “might,” “plan,” “position,” “potential,” “predict,” “project,” “opportunity,” “outlook,” “should,” “strategy,” “target,” “trajectory,” “trend,” “will,” “would,” and other similar words and expressions or the negative of such terms or other comparable terminology. Forward-looking statements include, but are not limited to, statements about business strategy, goals and objectives, projected financial and operating results, including outlook for future growth, and future share dividends, share repurchases and other uses of capital. These statements are not historical facts, but instead represent our beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside of our control. As forward-looking statements involve significant risks and uncertainties, readers are cautioned not to place undue reliance on such statements.

Webster Financial Corporation’s (“Webster”) and Banco Santander S.A.’s (“Banco Santander”) actual results, financial condition and achievements may differ materially from those indicated in these forward-looking statements. Important factors that could cause Webster’s and Banco Santander’s actual results, financial condition and achievements to differ materially from those indicated in such forward-looking statements include, in addition to those set forth in Webster’s and Banco Santander’s filings with the U.S. Securities and Exchange Commission (the “SEC”): (1) the risk that the cost savings, synergies and other benefits from the acquisition of Webster by Banco Santander (the “Transaction”) may not be fully realized or may take longer than anticipated to be realized, including as a result of changes in, or problems arising from, general economic and market conditions, interest and exchange rates, monetary policy, laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which Webster and Banco Santander operate; (2) the failure of the closing conditions in the Transaction agreement by and among Webster, Banco Santander and a wholly-owned subsidiary of Webster providing for the Transaction to be satisfied, or any unexpected delay in closing the Transaction or the occurrence of any event, change or other circumstances that could delay the Transaction or could give rise to the termination of the Transaction agreement; (3) the outcome of any legal or regulatory proceedings or governmental inquiries or investigations that may be currently pending or later instituted against Webster, Banco Santander or the combined company; (4) the possibility that the Transaction does not close when expected or at all because the remaining conditions to closing are not received or satisfied on a timely basis or at all; (5) disruption to the parties’ businesses as a result of the announcement and pendency of the Transaction; (6) the costs associated with the anticipated length of time of the pendency of the Transaction, including the restrictions contained in the definitive Transaction agreement on the ability of Webster to operate its business outside the ordinary course during the pendency of the Transaction; (7) risks related to management and oversight of the expanded business and operations of the combined company following the closing 

 

of the proposed Transaction; (8) the risk that the integration of Webster’s operations with Banco Santander’s will be materially delayed or will be more costly or difficult than expected or that the parties are otherwise unable to successfully integrate each party’s businesses into the other’s businesses; (9) the possibility that the Transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (10) reputational risk and potential adverse reactions of Webster’s or Banco Santander’s customers, employees, vendors, contractors or other business partners, including those resulting from the announcement or completion of the Transaction; (11) the dilution caused by Banco Santander’s issuance of additional ordinary shares and corresponding American depositary shares, each representing the right to receive one of its ordinary shares (“ADSs”), in connection with the Transaction; (12) the possibility that any announcements relating to the Transaction could have adverse effects on the market price of Webster’s common stock and Banco Santander’s ordinary shares and ADSs; (13) a material adverse change in the condition of Webster or Banco Santander; (14) the extent to which Webster’s or Banco Santander’s businesses perform consistent with management’s expectations; (15) Webster’s and Banco Santander’s ability to take advantage of growth opportunities and implement targeted initiatives in the timeframe and on the terms currently expected; (16) the inability to sustain revenue and earnings growth; (17) the execution and efficacy of recent strategic investments; (18) the impact of global conditions (e.g., an economic downturn; higher volatility in the capital markets; inflation; deflation; changes in demographics, consumer spending, investment or saving habits; and the effects of the wars in Ukraine and in the Middle East or other hostilities or the outbreak of public health emergencies on the global economy) and monetary and fiscal policy, particularly on interest rates; (19) changes in customer behavior; (20) unfavorable developments concerning credit quality; (21) declines in the businesses or industries of Webster’s or Banco Santander’s customers; (22) the possibility that the combined company is subject to additional regulatory requirements as a result of the proposed Transaction or expansion of the combined company’s business operations following the proposed Transaction; (23) general competitive, political and market conditions and other factors that may affect future returns of Webster and Banco Santander, including changes in asset quality and credit risk; (24) security risks, including cybersecurity and data privacy risks, and capital markets; (25) inflation; (26) the impact, extent and timing of technological changes; (27) capital management activities; (28) competitive product and pricing pressures; (29) the outcomes of legal and regulatory proceedings and related financial services industry matters; and (30) compliance with regulatory requirements. Any forward-looking statement made in this communication is based solely on information currently available to us and speaks only as of the date on which it is made.

 

Webster and Banco Santander undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise, except to the extent required by law.  These and other important factors, including those discussed under “Risk Factors” in Webster’s Annual Report on Form 10-K for the year ended December 31, 2025, as amended (available at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0000801337/000080133726000008/wbs-20251231.htm and https://www.sec.gov/ix?doc=/Archives/edgar/data/ 0000801337/000080133726000011/wbs-20251231.htm), and Banco Santander’s Annual Report on Form 20-F for the year ended December 31, 2025 (available at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0000891478/000089147826000030/san-20251231.htm), as well as Webster’s and Banco Santander’s subsequent filings with the SEC, may cause actual results, performance or achievements to differ materially from those expressed or implied by these forward-looking statements. The forward-looking statements herein are made only as of the date they were first issued, and unless otherwise required by applicable securities laws, Webster and Banco Santander disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

NO OFFER OR SOLICITATION

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act. No investment activity should be undertaken on the basis of the information contained in this communication. By making this communication available, no advice or recommendation is being given to buy, sell or otherwise deal in any securities or investments whatsoever. 

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, thereunto duly authorized.

		Banco Santander, S.A.
Date:	August 5, 2026	By:	/s/ Pedro de Mingo Kaminouchi
			Name:	Pedro de Mingo Kaminouchi
			Title:	Head of Corporate Compliance