Santander Holdings USA details Webster’s $503M H1 profit

Q: What were the terms of the Webster transaction reported by SNUS?

The stated transaction value was approximately $12.3 billion, with Webster common stockholders to receive $48.75 in cash and 2.0548 ADSs per share. Webster’s June 30 interim note said closing remained subject to customary conditions, including approval of the Board of Governors of the Federal Reserve System, and was expected in the second half of 2026; the amendment’s opening disclosure states that Santander completed the acquisition.

Webster reported $674.5 million in operating cash flow for the six months ended June 30, 2026.

Filing Impact

(Neutral)

Filing Sentiment

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Form Type

8-K/A

Rhea-AI Filing Summary

Santander Holdings USA, Inc. (SNUS) amended its acquisition disclosure after its parent, Santander, completed the acquisition of Webster Financial Corporation and contributed Webster’s assets and liabilities to SHUSA. Added materials include Webster’s unaudited statements and SHUSA’s pro forma information: a balance sheet as of June 30, 2026, and statements of income for the six months ended June 30, 2026, and year ended December 31, 2025. The pro forma information is for informational purposes only; it does not represent actual combined results for those periods or project future results.

Webster reported six-month net income of $503.0 million, compared with $485.8 million in 2025, and operating cash flow of $674.5 million, compared with $365.8 million. At June 30, 2026, Webster reported $85.9 billion in assets and $70.3 billion in deposits. Webster’s June 30 interim note described a transaction value of approximately $12.3 billion and terms of $48.75 in cash plus 2.0548 ADSs per common share; it stated that the transaction remained subject to approval of the Board of Governors of the Federal Reserve System and was expected to close in the second half of 2026.

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0 major · 0 points

How the balance works

Positive

Moderate pointWebster operating cash flow: $674.5 million in 2026, versus $365.8 million in 2025.

Negative

None.

8-K Event Classification

Item 9.01 — Financial Statements and Exhibits

1 item

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Aggregate transaction value: Approximately $12.3 billion Cash consideration: $48.75 per Webster common share ADS consideration: 2.0548 ADSs per Webster common share +4 more

7 metrics

Aggregate transaction value Approximately $12.3 billion Based on Santander’s closing stock price on February 2, 2026.

Cash consideration $48.75 per Webster common share Transaction consideration described in Webster’s interim note.

ADS consideration 2.0548 ADSs per Webster common share Transaction consideration described in Webster’s interim note.

Net income $503.0 million Six months ended June 30, 2026; compared with $485.8 million for the six months ended June 30, 2025.

Operating cash flow $674.5 million Six months ended June 30, 2026; compared with $365.8 million for the six months ended June 30, 2025.

Total assets $85.9 billion Webster’s balance sheet as of June 30, 2026.

Total deposits $70.3 billion Webster’s balance sheet as of June 30, 2026.

Key Terms

pro forma condensed combined, ADSs, available-for-sale securities, held-to-maturity securities, +1 more

5 terms

pro forma condensed combined financial

"pro forma condensed combined balance sheet"

ADSs financial

"2.0548 ADSs for each share of Webster common stock"

available-for-sale securities financial

"Investment securities available-for-sale, at fair value"

Available-for-sale securities are investments in stocks, bonds or similar instruments that a company does not intend to trade frequently but may sell before they mature. They matter to investors because changes in the market value of these holdings show up as paper gains or losses on the company's balance sheet rather than immediately in profit, so they can affect reported net worth and the timing of income without changing day-to-day earnings. Think of them like items on a household shelf you might sell later: their value moves with the market even if you haven’t cashed out.

held-to-maturity securities financial

"Investment securities held-to-maturity"

Held-to-maturity securities are debt investments—like bonds—that a company or investor intends and is able to keep until they mature and repay their face value. Think of them as money you lock in like a fixed-term certificate: they matter to investors because their value is recorded at amortized cost rather than market price, so they provide predictable interest income and reduce balance-sheet volatility but limit flexibility to sell.

allowance for credit losses financial

"Allowance for credit losses on loans and leases"

Allowance for credit losses is a reserve set aside by a financial institution to cover potential losses from borrowers who may not repay their loans. It acts like a safety net, helping the institution prepare for loans that might turn sour. For investors, it signals how cautious the institution is about the quality of its loans and potential risks to its financial health.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What Webster financial statements did SNUS add?

SNUS added Webster’s unaudited condensed consolidated financial statements as of and for the periods ended June 30, 2026. SHUSA’s pro forma information includes a balance sheet as of June 30, 2026, and statements of income for the six months ended June 30, 2026, and year ended December 31, 2025.

What were the terms of the Webster transaction reported by SNUS?

The stated transaction value was approximately $12.3 billion, with Webster common stockholders to receive $48.75 in cash and 2.0548 ADSs per share. Webster’s June 30 interim note said closing remained subject to customary conditions, including approval of the Board of Governors of the Federal Reserve System, and was expected in the second half of 2026; the amendment’s opening disclosure states that Santander completed the acquisition.

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Available on EDGAR 10/28/2026 - 04:56 PM EDT Accepted by SEC EDGAR 10/28/2026 - 04:55 PM EDT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 20, 2026 (August 19, 2026)

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

Depositary Shares, Each Representing a 1/1,000th
Interest in a Share of Fixed-Rate Reset Non-Cumulative
Perpetual Preferred Stock, Series H

SNUS PF H

New York Stock Exchange

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 ☐

Explanatory Note

Effective August 20, 2026, Banco Santander, S.A. (“Santander”), parent of Santander Holdings USA, Inc. (“SHUSA”), completed its previously announced acquisition of Webster Financial Corporation (“Webster”) pursuant to the Agreement and Plan of Merger, dated as of February 3, 2026 by and among Santander, Webster and a wholly own subsidiary of Webster incorporated in the State of Virginia as previously disclosed in SHUSA’s Form 8-K filed on August 20, 2026 (the “Prior Form 8-K”). Immediately following the completion of the acquisition, Santander contributed the assets and liabilities of Webster to SHUSA.

This Current Report on Form 8-K is being filed to amend and supplement the Prior Form 8-K to include the financial statements of Webster and the pro forma financial information required by Item 9.01 of Form 8-K. The pro forma financial information included in this Current Report on Form 8-K has been presented for informational purposes only, as required by Form 8-K. This Current Report on Form 8-K does not purport to represent in the pro forma financial information the actual results of operations that SHUSA and Webster would have achieved had the companies been combined during the periods presented, and is not intended to project the future results of operations that the combined company may achieve. Except as described above, this Current Report on Form 8-K does not otherwise amend, modify or update the disclosures contained in the Prior Form 8-K.

Item 9.01 Financial Statements and Exhibits

(a) Financial statements of businesses acquired

The unaudited condensed consolidated financial statements of Webster as of and for the periods ended June 30, 2026 are filed as Exhibit 99.1 hereto and incorporated herein by reference.

(b) Pro forma financial information

Unaudited pro forma condensed combined balance sheet of SHUSA as of June 30, 2026 and unaudited pro forma condensed combined statements of income of SHUSA for the six months ended June 30, 2026 and the fiscal year ended December 31, 2025 are filed as Exhibit 99.2 hereto and incorporated herein by reference.

(d) Exhibits


Exhibit No.
99.1			Unaudited condensed consolidated financial statements of Webster Financial Corporation as of and for the periods ended June 30, 2026
99.2			Unaudited pro forma condensed combined balance sheet of Santander Holdings USA, Inc. as of June 30, 2026 and unaudited pro forma condensed combined statements of income of Santander Holdings USA, Inc. for the six-months ended June 30, 2026 and the fiscal year ended December 31, 2025.
104			Cover Page Interactive Data File (formatted as 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: October 28, 2026			SANTANDER HOLDINGS USA, INC. By:/s/ Gerard A. Chamberlain Name: Gerard A. Chamberlain Title: Senior Deputy General Counsel and Executive Vice President

Exhibit 99.1

WEBSTER FINANCIAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS


	June 30, 2026	December 31, 2025
(In thousands, except par value and share data)	(Unaudited)
Assets:
Cash and due from banks	$ 375,357	$ 370,748
Interest-bearing deposits	2,347,070	2,078,777
Investment securities available-for-sale, at fair value (1)	10,600,328	10,009,500
Investment securities held-to-maturity, net of allowance for credit losses of $70 and $97 (2)	7,694,979	7,969,575
Loans held for sale (3)	13,189	14,886
Loans and leases	57,868,678	56,597,110
Allowance for credit losses on loans and leases	(723,846)	(719,411)
Loans and leases, net	57,144,832	55,877,699
Federal Home Loan Bank and Federal Reserve Bank stock	388,374	356,411
Deferred tax assets, net	225,133	195,740
Premises and equipment, net	429,266	432,035
Goodwill	2,898,463	2,897,522
Other intangible assets, net	290,513	313,234
Cash surrender value of life insurance policies	1,300,458	1,271,457
Accrued interest receivable and other assets	2,240,677	2,286,079
Total assets	$ 85,948,639	$ 84,073,663
Liabilities and Stockholders’ Equity:
Deposits:
Non-interest-bearing	$ 9,999,855	$ 10,082,854
Interest-bearing	60,283,598	58,676,959
Total deposits	70,283,453	68,759,813
Securities sold under agreements to repurchase	73,395	596,738
Federal Home Loan Bank advances	3,661,246	2,980,718
Long-term debt	737,171	739,454
Accrued expenses and other liabilities	1,432,625	1,504,704
Total liabilities	76,187,890	74,581,427
Stockholders’ equity:
Preferred stock, $0.01 par value: Authorized—3,000,000 shares;
Series F issued and outstanding—6,000 shares	145,037	145,037
Series G issued and outstanding—135,000 shares	138,942	138,942
Common stock, $0.01 par value: Authorized—400,000,000 shares;
Issued—182,778,045 shares; Outstanding—162,034,478 and 161,216,008 shares	1,828	1,828
Paid-in capital	6,150,308	6,183,434
Retained earnings	4,842,778	4,477,744
Treasury stock, at cost—20,743,567 and 21,562,037 shares	(1,070,425)	(1,103,905)
Accumulated other comprehensive (loss), net of tax	(447,719)	(350,844)
Total stockholders’ equity	9,760,749	9,492,236
Total liabilities and stockholders’ equity	$ 85,948,639	$ 84,073,663

(1)Investment securities available-for-sale had an amortized cost basis of $11,175,942 at June 30, 2026, and $10,466,978 at December 31, 2025.

(2)Investment securities held-to-maturity had a fair value of $6,809,865 at June 30, 2026, and $7,168,583 at December 31, 2025.

(3)Total loans held for sale includes residential mortgage loans valued under the fair value option of $444 at June 30, 2026, and $2,142 at December 31, 2025.

See accompanying Notes to Condensed Consolidated Financial Statements.

WEBSTER FINANCIAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)


	Three months ended		Six months ended
	June 30,		June 30,
(In thousands, except per share data)	2026	2025	2026	2025
Interest Income:
Interest and fees on loans and leases	$ 784,854	$ 775,203	$ 1,561,464	$ 1,530,320
Taxable interest on investment securities	186,041	190,600	370,650	377,715
Non-taxable interest on investment securities	9,311	7,166	17,802	14,520
Loans held for sale	2	7	20	22
Other interest and dividends	33,168	27,611	57,719	51,497
Total interest income	1,013,376	1,000,587	2,007,655	1,974,074
Interest Expense:
Deposits	326,869	339,738	643,493	666,121
Securities sold under agreements to repurchase	20	218	1,082	1,894
Federal Home Loan Bank advances	45,400	29,825	79,260	53,414
Long-term debt	8,343	9,624	16,673	19,271
Total interest expense	380,632	379,405	740,508	740,700
Net interest income	632,744	621,182	1,267,147	1,233,374
Provision for credit losses	31,500	46,500	85,500	124,000
Net interest income after provision for credit losses	601,244	574,682	1,181,647	1,109,374
Non-interest Income:
Deposit service fees	42,256	40,934	83,771	79,829
Loan and lease related fees	20,570	17,657	35,984	35,278
Wealth and investment services	7,526	7,779	14,735	15,568
Cash surrender value of life insurance policies	11,249	9,172	19,893	17,164
Gain on sale of investment securities, net	—	—	—	220
Other income	25,646	19,115	54,327	39,204
Total non-interest income	107,247	94,657	208,710	187,263
Non-interest Expense:
Compensation and benefits	224,314	199,930	447,220	398,575
Occupancy	19,749	19,337	39,235	39,054
Technology and equipment	50,504	45,932	100,135	93,651
Intangible assets amortization	9,005	9,093	18,191	18,330
Marketing	5,203	5,171	9,902	9,198
Professional and outside services	21,146	18,394	43,688	35,620
Deposit insurance	18,185	15,061	34,485	31,406
Other expense	36,856	32,796	71,215	63,524
Total non-interest expense	384,962	345,714	764,071	689,358
Income before income taxes	323,529	323,625	626,286	607,279
Income tax expense	66,740	64,777	123,266	121,514
Net income	256,789	258,848	503,020	485,765
Preferred stock dividends	4,162	4,162	8,325	8,325
Income allocated to participating securities	3,185	2,991	5,974	5,361
Net income applicable to common stockholders	$ 249,442	$ 251,695	$ 488,721	$ 472,079

Earnings per Common Share:
Basic	$ 1.56	$ 1.52	$ 3.06	$ 2.82
Diluted	1.56	1.52	3.05	2.81

See accompanying Notes to Condensed Consolidated Financial Statements.

WEBSTER FINANCIAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)


	Three months ended		Six months ended
	June 30,		June 30,
(In thousands)	2026	2025	2026	2025
Net income	$ 256,789	$ 258,848	$ 503,020	$ 485,765
Other comprehensive (loss) income, net of tax:
Investment securities available-for-sale	(11,246)	8,858	(85,861)	105,439
Derivative financial instruments	(5,965)	2,004	(11,097)	12,128
Defined benefit pension and other postretirement benefit plans	41	277	83	554
Other comprehensive (loss) income, net of tax	(17,170)	11,139	(96,875)	118,121
Comprehensive income	$ 239,619	$ 269,987	$ 406,145	$ 603,886

See accompanying Notes to Condensed Consolidated Financial Statements.

WEBSTER FINANCIAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited)


	Three months ended June 30, 2026
(In thousands, except per share data)	Preferred Stock	Common Stock	Paid-In Capital	Retained Earnings	Treasury Stock, at cost	Accumulated Other Comprehensive (Loss), Net of Tax	Total Stockholders’ Equity
Balance at March 31, 2026	$ 283,979	$ 1,828	$ 6,133,181	$ 4,655,038	$ (1,069,828)	$ (430,549)	$ 9,573,649
Net income	—	—	—	256,789	—	—	256,789
Other comprehensive (loss), net of tax	—	—	—	—	—	(17,170)	(17,170)
Common stock dividends and equivalents—$0.40 per share	—	—	—	(64,887)	—	—	(64,887)
Series F preferred stock dividends—$328.125 per share	—	—	—	(1,969)	—	—	(1,969)
Series G preferred stock dividends—$16.25 per share	—	—	—	(2,193)	—	—	(2,193)
Stock-based compensation	—	—	17,127	—	69	—	17,196
Common shares acquired from stock compensation plan activity	—	—	—	—	(666)	—	(666)
Balance at June 30, 2026	$ 283,979	$ 1,828	$ 6,150,308	$ 4,842,778	$ (1,070,425)	$ (447,719)	$ 9,760,749

	Three months ended June 30, 2025
(In thousands, except per share data)	Preferred Stock	Common Stock	Paid-In Capital	Retained Earnings	Treasury Stock, at cost	Accumulated Other Comprehensive (Loss), Net of Tax	Total Stockholders’ Equity
Balance at March 31, 2025	$ 283,979	$ 1,828	$ 6,140,885	$ 3,913,169	$ (686,306)	$ (449,401)	$ 9,204,154
Net income	—	—	—	258,848	—	—	258,848
Other comprehensive income, net of tax	—	—	—	—	—	11,139	11,139
Common stock dividends and equivalents—$0.40 per share	—	—	—	(67,505)	—	—	(67,505)
Series F preferred stock dividends—$328.125 per share	—	—	—	(1,969)	—	—	(1,969)
Series G preferred stock dividends—$16.25 per share	—	—	—	(2,193)	—	—	(2,193)
Stock-based compensation	—	—	14,247	—	874	—	15,121
Common shares acquired from stock compensation plan activity	—	—	—	—	(408)	—	(408)
Common stock repurchase program (1)	—	—	—	—	(79,570)	—	(79,570)
Balance at June 30, 2025	$ 283,979	$ 1,828	$ 6,155,132	$ 4,100,350	$ (765,410)	$ (438,262)	$ 9,337,617


	Six months ended June 30, 2026
(In thousands, except per share data)	Preferred Stock	Common Stock	Paid-In Capital	Retained Earnings	Treasury Stock, at cost	Accumulated Other Comprehensive (Loss), Net of Tax	Total Stockholders’ Equity
Balance at December 31, 2025	$ 283,979	$ 1,828	$ 6,183,434	$ 4,477,744	$ (1,103,905)	$ (350,844)	$ 9,492,236
Net income	—	—	—	503,020	—	—	503,020
Other comprehensive (loss), net of tax	—	—	—	—	—	(96,875)	(96,875)
Common stock dividends and equivalents—$0.80 per share	—	—	—	(129,661)	—	—	(129,661)
Series F preferred stock dividends—$656.25 per share	—	—	—	(3,938)	—	—	(3,938)
Series G preferred stock dividends—$32.50 per share	—	—	—	(4,387)	—	—	(4,387)
Stock-based compensation	—	—	(33,126)	—	64,324	—	31,198
Common shares acquired from stock compensation plan activity	—	—	—	—	(30,844)	—	(30,844)
Balance at June 30, 2026	$ 283,979	$ 1,828	$ 6,150,308	$ 4,842,778	$ (1,070,425)	$ (447,719)	$ 9,760,749

	Six months ended June 30, 2025
(In thousands, except per share data)	Preferred Stock	Common Stock	Paid-In Capital	Retained Earnings	Treasury Stock, at cost	Accumulated Other Comprehensive (Loss), Net of Tax	Total Stockholders’ Equity
Balance at December 31, 2024	$ 283,979	$ 1,828	$ 6,181,475	$ 3,759,158	$ (536,843)	$ (556,383)	$ 9,133,214
Net income	—	—	—	485,765	—	—	485,765
Other comprehensive income, net of tax	—	—	—	—	—	118,121	118,121
Common stock dividends and equivalents—$0.80 per share	—	—	—	(136,248)	—	—	(136,248)
Series F preferred stock dividends—$656.25 per share	—	—	—	(3,938)	—	—	(3,938)
Series G preferred stock dividends—$32.50 per share	—	—	—	(4,387)	—	—	(4,387)
Stock-based compensation	—	—	(26,343)	—	55,475	—	29,132
Common shares acquired from stock compensation plan activity	—	—	—	—	(22,190)	—	(22,190)
Common stock repurchase program (1)	—	—	—	—	(261,852)	—	(261,852)
Balance at June 30, 2025	$ 283,979	$ 1,828	$ 6,155,132	$ 4,100,350	$ (765,410)	$ (438,262)	$ 9,337,617

(1)Includes an addition to Treasury Stock of $1.0 million and $2.3 million for the three and six months ended June 30, 2025, respectively, which reflects the 1% excise tax on net stock repurchases as imposed by the Inflation Reduction Act of 2022.

See accompanying Notes to Condensed Consolidated Financial Statements.

WEBSTER FINANCIAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)


	Six months ended June 30,
(In thousands)	2026	2025
Operating Activities:
Net income	$ 503,020	$ 485,765
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses	85,500	124,000
Deferred income tax expense	7,257	19,669
Stock-based compensation	31,198	29,132
Depreciation and amortization of property and equipment and intangible assets	39,892	36,327
Net (accretion) and amortization of interest-earning assets and borrowings	(63,353)	(80,485)
Amortization of low-income housing tax credit investments	77,403	66,672
Reduction of ROU lease assets	15,094	15,520
Net (gain) on sale of investment securities	—	(220)
Originations of loans held for sale	(7,545)	(4,781)
Proceeds from sale of loans held for sale	9,288	5,025
(Increase) in cash surrender value of life insurance policies	(19,893)	(17,164)
(Gain) from life insurance policies	(3,599)	(1,492)
(Gain) on sale of alternative investments	(3,747)	(5,748)
Other operating activities, net	1,354	(2,927)
Net decrease (increase) in derivative contract assets and liabilities	83,564	(147,889)
Net (increase) in prepaid expenses and other assets	(30,853)	(76,566)
Net (decrease) in accrued expenses and other liabilities	(50,047)	(79,034)
Net cash provided by operating activities	674,533	365,804
Investing Activities:
Purchases of available-for-sale investment securities	(1,290,323)	(1,017,967)
Proceeds from principal payments, maturities, and calls of available-for-sale investment securities	605,783	564,454
Proceeds from sale of available-for-sale investment securities	—	14,880
Proceeds from principal payments, maturities, and calls of held-to-maturity investment securities	295,829	283,335
Net (increase) in Federal Home Loan Bank and Federal Reserve Bank stock	(31,963)	(48,929)
Alternative investments (capital calls), net of returns of capital	(140,712)	(141,398)
Proceeds from sales of alternative investments	6,975	9,536
Net (increase) in loans	(1,370,502)	(1,561,321)
Proceeds from sale of loans not originated for sale	29,802	80,938
Proceeds from sale of mortgage servicing rights	564	—
Proceeds from sale of foreclosed properties and repossessed assets	1,716	261
Proceeds from sale of property and equipment	1,623	2,323
Purchases of property and equipment	(24,935)	(21,533)
Proceeds from life insurance policies	6,720	8,591
Payments for premiums on life insurance policies	(3,397)	—
Net cash (used for) investing activities	(1,912,820)	(1,826,830)
WEBSTER FINANCIAL CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited), continued

	Six months ended June 30,
(In thousands)	2026	2025
Financing Activities:
Net increase in deposits	1,522,478	1,559,263
Net increase in Federal Home Loan Bank advances	680,528	1,229,806
Net (decrease) increase in securities sold under agreements to repurchase	(523,343)	28,638
Payment of contingent consideration	—	(11,241)
Dividends paid to common stockholders	(129,305)	(135,839)
Dividends paid to preferred stockholders	(8,325)	(8,325)
Common stock repurchase program	—	(259,601)


Common shares acquired related to stock compensation plan activity	(30,844)	(22,190)
Net cash provided by financing activities	1,511,189	2,380,511
Net increase in cash and cash equivalents	272,902	919,485
Cash and cash equivalents, beginning of period	2,449,525	2,074,434
Cash and cash equivalents, end of period	$ 2,722,427	$ 2,993,919

See accompanying Notes to Condensed Consolidated Financial Statements.

WEBSTER FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 1: Basis of Presentation and Accounting Standards Updates

Basis of Presentation

The unaudited Condensed Consolidated Financial Statements of the Company have been prepared in accordance with GAAP for interim financial information and Article 10 of Regulation S-X. Certain information and footnote disclosures required by GAAP for complete financial statements have been omitted or condensed. Therefore, the Condensed Consolidated Financial Statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. The Company’s financial condition, results of operations, and cash flows for the three and six months ended June 30, 2026, are not necessarily indicative of the future results that may be attained for the entire year or other interim periods.

In the opinion of management, all necessary adjustments have been reflected to present fairly the financial condition, results of operations, and cash flows for the reporting periods presented. Intercompany transactions and balances have been eliminated in consolidation. Assets under administration or assets under management that the Company holds or manages in a fiduciary or agency capacity for customers are not included in the accompanying Condensed Consolidated Balance Sheets.

Use of Estimates

The preparation of the Condensed Consolidated Financial Statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Significant Accounting Policies

The Company’s significant accounting policies are described in Note 1: Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements contained in Part II - Item 8. Financial Statements and Supplementary Data of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. There have been no changes to those accounting policies during the six months ended June 30, 2026.

Supplemental Cash Flow Information

The following table summarizes supplemental disclosures of cash flow information and non-cash investing and financing activities:


	Six months ended June 30,
(In thousands)	2026	2025
Supplemental disclosure of cash flow information:
Interest paid	$ 739,076	$ 765,626
Income taxes paid, net of refunds received	48,677	53,100
Non-cash investing and financing activities:
Transfer of loans held for investment to foreclosed properties and repossessed assets	$ 3,649	$ 3,967
Transfer of returned finance lease equipment to assets held for sale	947	579
Transfer of loans held for investment to loans held for sale	29,802	317,172
ROU lease assets obtained in exchange for operating lease liabilities	5,720	28,437
Approved commitments to fund LIHTC investments	51,239	99,054
Business combinations: (1)
Deferred tax assets, net	$ 302	$ —
Goodwill	941	—
Other intangible assets	(1,120)	—
Other assets	(123)	—

(1)The non-cash business combination activities reflect the effects of the measurement-period adjustments recorded during the first quarter of 2026 related to the acquisition of SecureSave in December 2025. Additional information regarding the SecureSave acquisition can be found within Note 2: Business Developments.

Relevant Accounting Standards Issued But Not Yet Adopted

ASU No. 2024-03—Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures
(Subtopic 220-40): Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires entities to disclose specified information about certain costs and expenses in the notes to financial statements at each interim and annual reporting period, including the amounts of (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and (e) depletion included in each relevant expense caption. For the employee compensation category, bank holding companies may continue to present compensation expense on the face of the income statement in accordance with Regulation S-X Rule 210.9-04. A qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively are also required to be disclosed. In addition, entities must disclose the total amount of selling expenses and, in annual reporting periods, their definition of selling expenses.

The Update is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The amendments may be applied on either a prospective or retrospective basis. The Company is currently evaluating this guidance to determine the impact on its non-interest expense disclosures; however, the impact is not expected to be material.

ASU No. 2025-06—Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software

In September 2025, the FASB issued ASU No. 2025-06—Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, to modernize the accounting framework for internal-use software development. The amendments eliminate the requirement to evaluate software development stages and instead introduce a principles-based capitalization threshold. Under the new guidance, entities begin capitalizing costs when (i) management authorizes and commits to funding the project, and (ii) it is probable the project will be completed, and the software will be used to perform its intended function (the “probable-to-complete” threshold).

The Update is effective for annual periods beginning after December 15, 2027, including interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The amendments may be applied using either a prospective, modified, or retrospective transition approach. The Company is currently evaluating this guidance to determine the impact on its internal-use software costs capitalization policy and financial statement presentation.

ASU No. 2025-08—Financial Instruments—Credit Losses (Topic 326): Purchased Loans

In November 2025, the FASB issued ASU No. 2025‑08, Financial Instruments—Credit Losses (Topic 326): Purchased Loans, which expands the gross‑up approach under CECL beyond purchased credit-deteriorated assets to include certain purchased seasoned loans. Under the amendments, loans (excluding credit cards) acquired without credit deterioration and deemed “seasoned,” as defined in the Update, are considered purchased seasoned loans and accounted for using the gross-up approach at acquisition. The Update also clarifies that any difference between the unpaid principal balance and the grossed-up basis is a non-credit discount or premium, which is to be accreted or amortized into interest income over the term of the loan.

The Update is effective for annual periods beginning after December 15, 2026, including interim periods within those fiscal years, with early adoption permitted. The amendments are to be applied prospectively. The Company is currently evaluating this guidance to determine the impact on its consolidated financial statements.

ASU No. 2025-09—Derivatives and Hedging (Topic 815): Hedge Accounting Improvements

In November 2025, the FASB issued ASU No. 2025‑09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements, which introduces targeted refinements to simplify and expand hedge accounting. The amendments (i) permit designation of groups of forecasted transactions with similar risk exposure in a cash flow hedge, (ii) provide an optional model for hedging choose‑your‑rate debt instruments to maintain continuity when contractual terms allow index or tenor changes, (iii) allow designation of variable price components of forecasted purchases or sales of nonfinancial items, and (iv) remove the presumption that a derivative instrument that results from combining a written option and any other non-option derivative are

automatically a written option. The Update also eliminates presentation mismatches for dual hedge strategies involving foreign‑currency‑denominated debt.

Note 2: Business Developments

Proposed Transaction with Banco Santander

On February 3, 2026, Webster entered into a Transaction Agreement with Banco Santander and Webster Virginia Corporation, a wholly owned subsidiary of Webster incorporated in the State of Virginia. The Transaction Agreement provides that, upon the terms and subject to the conditions set forth therein, Banco Santander will acquire Webster in two steps. First, Webster will merge with and into Webster Virginia Corporation, with Webster Virginia Corporation continuing as the surviving corporation in such merger. Second, immediately following the completion of such merger, Banco Santander will acquire all outstanding shares of Webster Virginia Corporation through a statutory share exchange.

Based on Banco Santander’s closing stock price on February 2, 2026, the Transaction has an aggregate value of approximately $12.3 billion. Under the terms of the Transaction Agreement, holders of Webster common stock will receive $48.75 in cash and 2.0548 ADSs for each share of Webster common stock that they own. Holders of Webster common stock will have the option to exchange ADSs received in connection with the Transaction for Ordinary Shares at no charge for a specified period following the completion of the Transaction.

The Transaction Agreement contains customary representations and warranties, covenants, and closing conditions. The Transaction was approved by Webster’s stockholders on May 26, 2026, the Office of the Comptroller of the Currency on June 12, 2026, and the European Central Bank on July 21, 2026. The Transaction remains subject to customary closing conditions,

including the approval of the Board of Governors of the Federal Reserve System. The Transaction is expected to close in the second half of 2026.

In connection with the Transaction, the Company incurred acquisition-related expenses of $8.7 million and $17.9 million during the three and six months ended June 30, 2026, respectively, primarily comprising of Professional and outside services.

SecureSave Acquisition

On December 4, 2025, the Company acquired SecureSave, a financial technology company that partners with employers to offer employees FDIC-insured emergency savings accounts funded through automatic payroll deductions to help budget for unexpected expenses. Additional information regarding the SecureSave acquisition, including the total consideration transferred, the net identifiable assets acquired, and the preliminary goodwill recognized as of the acquisition date, can be found within Note 2: Business Developments in the Notes to Consolidated Financial Statements contained in Part II – Item 8. Financial Statements and Supplementary Data of the Company’s Form 10-K for the year ended December 31, 2025.

During the first quarter of 2026, the Company recorded a net measurement-period adjustment of $0.9 million, which impacted the identified non-competition agreement intangible assets, their related deferred tax liabilities, and other assets. Additional information regarding this measurement-period adjustment can be found within Note 5: Goodwill and Other Intangible Assets. The Company’s valuations of the net identifiable assets acquired as part of the SecureSave acquisition were considered final at March 31, 2026. The $30.4 million of goodwill recognized has been allocated to the Healthcare Financial Services reportable segment.

Note 3: Investment Securities

Available-for-Sale

The following tables summarize the amortized cost and fair value of available-for-sale securities by major type:


	June 30, 2026
(In thousands)	Amortized Cost (1)	Gross Unrealized Gains	Gross Unrealized Losses	Fair Value
Government agency debentures	$ 222,888	$ —	$ (27,717)	$ 195,171
Agency CMO	24,649	—	(2,157)	22,492
Agency MBS	5,431,524	47,686	(166,829)	5,312,381
Agency CMBS	4,136,207	4,378	(398,389)	3,742,196
Municipal bonds and notes	115,969	—	(6,740)	109,229
CMBS	879,080	2,520	(1,047)	880,553
Corporate debt	316,113	493	(23,668)	292,938
Private label MBS	39,619	—	(3,680)	35,939
Other	9,893	—	(464)	9,429
Total available-for-sale	$ 11,175,942	$ 55,077	$ (630,691)	$ 10,600,328

	December 31, 2025
(In thousands)	Amortized Cost (1)	Gross Unrealized Gains	Gross Unrealized Losses	Fair Value
Government agency debentures	$ 222,848	$ —	$ (25,198)	$ 197,650
Agency CMO	26,816	—	(1,960)	24,856
Agency MBS	5,125,433	80,370	(148,530)	5,057,273
Agency CMBS	3,855,392	9,057	(338,439)	3,526,010
Municipal bonds and notes	116,750	—	(7,131)	109,619
CMBS	717,776	1,531	(895)	718,412
Corporate debt	350,996	584	(23,435)	328,145
Private label MBS	41,087	—	(3,035)	38,052
Other	9,880	—	(397)	9,483
Total available-for-sale	$ 10,466,978	$ 91,542	$ (549,020)	$ 10,009,500

(1)Accrued interest receivable on available-for-sale securities of $39.3 million at June 30, 2026, and $37.5 million at December 31, 2025, is excluded from amortized cost and included in Accrued interest receivable and other assets on the accompanying Condensed Consolidated Balance Sheets.

Unrealized Losses

The following tables summarize the gross unrealized losses and fair value of available-for-sale securities by length of time each major security type has been in a continuous unrealized loss position:


	June 30, 2026
	Less Than 12 Months		12 Months or More		Total
(Dollars in thousands)	Fair Value	Gross Unrealized Losses	Fair Value	Gross Unrealized Losses	Number of Holdings	Fair Value	Gross Unrealized Losses
Government agency debentures	$ 14,486	$ (396)	$ 180,685	$ (27,321)	15	$ 195,171	$ (27,717)
Agency CMO	—	—	22,492	(2,157)	25	22,492	(2,157)
Agency MBS	1,303,779	(12,332)	1,124,856	(154,497)	345	2,428,635	(166,829)
Agency CMBS	459,868	(6,198)	2,682,961	(392,191)	202	3,142,829	(398,389)
Municipal bonds and notes	7,664	(126)	100,780	(6,614)	34	108,444	(6,740)
CMBS	89,865	(36)	60,202	(1,011)	9	150,067	(1,047)
Corporate debt	9,831	(169)	272,613	(23,499)	37	282,444	(23,668)
Private label MBS	—	—	35,939	(3,680)	3	35,939	(3,680)
Other	4,973	(27)	4,456	(437)	2	9,429	(464)
Total	$ 1,890,466	$ (19,284)	$ 4,484,984	$ (611,407)	672	$ 6,375,450	$ (630,691)


	December 31, 2025
	Less Than 12 Months		12 Months or More		Total
(Dollars in thousands)	Fair Value	Gross Unrealized Losses	Fair Value	Gross Unrealized Losses	Number of Holdings	Fair Value	Gross Unrealized Losses
Government agency debentures	$ —	$ —	$ 197,650	$ (25,198)	15	$ 197,650	$ (25,198)
Agency CMO	—	—	24,856	(1,960)	25	24,856	(1,960)
Agency MBS	15,368	(22)	1,197,592	(148,508)	301	1,212,960	(148,530)
Agency CMBS	542,126	(10,939)	2,395,394	(327,500)	184	2,937,520	(338,439)
Municipal bonds and notes	—	—	108,944	(7,131)	36	108,944	(7,131)
CMBS	151,663	(362)	72,197	(533)	16	223,860	(895)
Corporate debt	14,948	(52)	297,613	(23,383)	41	312,561	(23,435)
Private label MBS	—	—	38,052	(3,035)	3	38,052	(3,035)
Other	4,994	(6)	4,489	(391)	2	9,483	(397)
Total	$ 729,099	$ (11,381)	$ 4,336,787	$ (537,639)	623	$ 5,065,886	$ (549,020)

The $81.7 million increase in gross unrealized losses of available-for-sale securities from December 31, 2025, to
June 30, 2026, was primarily due to higher market interest rates and wider securities spreads. The Company assesses each available-for-sale security that is in an unrealized loss position on a quarterly basis to determine whether the decline in fair value below the amortized cost basis is a result of any credit related factors. There was no ACL recorded on available-for-sale securities at June 30, 2026, and at December 31, 2025. Each of the Company’s available-for-sale securities in an unrealized loss position at June 30, 2026, is investment grade, current as to principal and interest, and has had price changes that are consistent with interest and credit spreads when adjusting for duration, convexity, rating, and industry differences.

Based on current market conditions and the Company’s targeted balance sheet composition strategy, the Company intends to hold its available-for-sale securities in unrealized loss positions through the anticipated recovery period. The issuers of these available-for-sale securities have not, to the Company’s knowledge, established any cause for default. Market prices are expected to approach par as the securities approach maturity.

Contractual Maturities

The following table summarizes the amortized cost and fair value of available-for-sale securities by contractual maturity:


	June 30, 2026
(In thousands)	Amortized Cost	Fair Value
Maturing within 1 year	$ 5,303	$ 5,276
After 1 year through 5 years	300,737	292,835
After 5 years through 10 years	1,040,752	996,390
After 10 years	9,829,150	9,305,827
Total available-for-sale	$ 11,175,942	$ 10,600,328

Available-for-sale securities that are not due at a single maturity date have been categorized based on the maturity date of the underlying collateral. Actual principal cash flows may differ from this categorization as borrowers have the right to prepay their obligations with or without prepayment penalties.

Sales of Available-for Sale Securities

The following table summarizes information related to sales of available-for-sales securities:



	Three months ended June 30,		Six months ended June 30,
(In thousands)	2026	2025	2026	2025
Proceeds from sales	$ —	$ —	$ —	$ 14,880

Gross realized gains	$ —	$ —	$ —	$ 332
Gross realized losses	—	—	—	(112)

Other Information

The following table summarizes the carrying value of available-for-sale securities that are pledged for deposits, borrowings, and other purposes:


(In thousands)	June 30, 2026	December 31, 2025
Pledged for deposits	$ 2,068,958	$ 1,779,781
Pledged for borrowing capacity, repurchase agreements, and other	6,228,609	7,659,722
Total available-for-sale securities pledged	$ 8,297,567	$ 9,439,503

Held-to-Maturity

The following tables summarize the amortized cost, fair value, and ACL on held-to-maturity securities by major type:


	June 30, 2026
(In thousands)	Amortized Cost (1)	Gross Unrealized Gains	Gross Unrealized Losses	Fair Value	Allowance for Credit Losses	Net Carrying Value
Agency CMO	$ 15,063	$ —	$ (1,141)	$ 13,922	$ —	$ 15,063
Agency MBS	2,569,979	15,841	(236,162)	2,349,658	—	2,569,979
Agency CMBS	4,253,522	—	(635,039)	3,618,483	—	4,253,522
Municipal bonds and notes	794,654	842	(28,229)	767,267	(70)	794,584
CMBS	61,831	—	(1,296)	60,535	—	61,831
Total held-to-maturity	$ 7,695,049	$ 16,683	$ (901,867)	$ 6,809,865	$ (70)	$ 7,694,979


	December 31, 2025
(In thousands)	Amortized Cost (1)	Gross Unrealized Gains	Gross Unrealized Losses	Fair Value	Allowance for Credit Losses	Net Carrying Value
Agency CMO	$ 16,791	$ —	$ (1,071)	$ 15,720	$ —	$ 16,791
Agency MBS	2,767,869	24,073	(226,089)	2,565,853	—	2,767,869
Agency CMBS	4,295,308	—	(567,040)	3,728,268	—	4,295,308
Municipal bonds and notes	824,734	989	(30,461)	795,262	(97)	824,637
CMBS	64,970	—	(1,490)	63,480	—	64,970
Total held-to-maturity	$ 7,969,672	$ 25,062	$ (826,151)	$ 7,168,583	$ (97)	$ 7,969,575

(1)Accrued interest receivable on held-to-maturity securities of $27.1 million at June 30, 2026, and $28.1 million at December 31, 2025, is excluded from amortized cost and included in Accrued interest receivable and other assets on the accompanying Condensed Consolidated Balance Sheets.

An ACL on held-to-maturity securities is recorded for certain Municipal bonds and notes to account for expected lifetime credit losses. Agency securities represent obligations issued by a U.S. government-sponsored enterprise or other federally related entity and are either explicitly or implicitly guaranteed and, therefore, assumed to be zero loss. Held-to-maturity securities with gross unrealized losses and no ACL are considered to be high credit quality and, therefore, zero credit loss has been recorded.

The following table summarizes the activity in the ACL on held-to-maturity securities:


	Three months ended June 30,		Six months ended June 30,
(In thousands)	2026	2025	2026	2025
Balance, beginning of period	$ 96	$ 109	$ 97	$ 171
(Benefit) for credit losses	(26)	(7)	(27)	(69)
Balance, end of period	$ 70	$ 102	$ 70	$ 102

Contractual Maturities

The following table summarizes the amortized cost and fair value of held-to-maturity securities by contractual maturity:


	June 30, 2026
(In thousands)	Amortized Cost	Fair Value
Maturing within 1 year	$ 101,253	$ 101,236
After 1 year through 5 years	148,447	143,527
After 5 years through 10 years	243,278	237,644
After 10 years	7,202,071	6,327,458
Total held-to-maturity	$ 7,695,049	$ 6,809,865

Held-to-maturity securities that are not due at a single maturity date have been categorized based on the maturity date of the underlying collateral. Actual principal cash flows may differ from this categorization as borrowers have the right to prepay their obligations with or without prepayment penalties.

Credit Quality Information

The Company monitors the credit quality of held-to-maturity securities through credit ratings provided by S&P, Moody’s, Fitch Ratings, Inc., Kroll Bond Rating Agency, or DBRS Inc. Credit ratings express opinions about the credit quality of a security and are updated on a quarterly basis. Investment grade securities are rated BBB- or higher by S&P, or Baa3 or higher by Moody’s, and are generally considered by both the rating agencies and market participants to be of low credit risk. Conversely, securities rated below investment grade, which are labeled as speculative grade by the rating agencies, are considered to have distinctively higher credit risk than investment grade securities. The Company did not hold any speculative grade held-to-maturity securities at June 30, 2026, and at December 31, 2025.

The following tables summarize the amortized cost of held-to-maturity securities based on their lowest publicly available credit rating:


	June 30, 2026
	Investment Grade
(In thousands)	Aaa	Aa1	Aa2	Aa3	A1	A2	Not Rated
Agency CMO	$ —	$ 15,063	$ —	$ —	$ —	$ —	$ —
Agency MBS	—	2,569,979	—	—	—	—	—
Agency CMBS	—	4,253,522	—	—	—	—	—
Municipal bonds and notes	292,692	143,686	233,254	82,711	20,099	7,053	15,159
CMBS	61,831	—	—	—	—	—	—
Total held-to-maturity	$ 354,523	$ 6,982,250	$ 233,254	$ 82,711	$ 20,099	$ 7,053	$ 15,159


	December 31, 2025
	Investment Grade
(In thousands)	Aaa	Aa1	Aa2	Aa3	A1	A2	Not Rated
Agency CMO	$ —	$ 16,791	$ —	$ —	$ —	$ —	$ —
Agency MBS	—	2,767,869	—	—	—	—	—
Agency CMBS	—	4,295,308	—	—	—	—	—
Municipal bonds and notes	298,666	153,187	234,269	112,482	9,539	4,165	12,426
CMBS	64,970	—	—	—	—	—	—
Total held-to-maturity	$ 363,636	$ 7,233,155	$ 234,269	$ 112,482	$ 9,539	$ 4,165	$ 12,426

There were no held-to-maturity securities past due under the terms of their agreements or in non-accrual status at June 30, 2026, and at December 31, 2025.

Other Information

The following table summarizes the carrying value of held-to-maturity securities that are pledged for deposits, borrowings, and other purposes:


(In thousands)	June 30, 2026	December 31, 2025
Pledged for deposits	$ 1,733,451	$ 1,926,373
Pledged for borrowing capacity, repurchase agreements, and other	5,560,604	5,934,352
Total held-to-maturity securities pledged	$ 7,294,055	$ 7,860,725

Note 4: Loans and Leases

The following table summarizes loans and leases by portfolio segment and class:


(In thousands)	June 30, 2026	December 31, 2025
Commercial non-mortgage	$ 21,497,447	$ 20,405,237
Asset-based	1,036,823	1,231,231
Commercial real estate	15,345,465	15,326,007
Multi-family	7,447,623	7,008,839
Equipment financing	1,204,691	1,258,882
Commercial portfolio	46,532,049	45,230,196
Residential	9,600,445	9,599,577
Home equity	1,341,382	1,370,513
Other consumer	394,802	396,824
Consumer portfolio	11,336,629	11,366,914
Loans and leases	$ 57,868,678	$ 56,597,110

The carrying amount of loans and leases includes net unamortized (discounts)/premiums and net unamortized deferred (fees)/costs, in aggregate, of $18.4 million at June 30, 2026, and $16.3 million at December 31, 2025. Accrued interest receivable of $286.2 million at June 30, 2026, and $282.5 million at December 31, 2025, is excluded from the carrying amount of loans and leases and included in Accrued interest receivable and other assets on the accompanying Condensed Consolidated Balance Sheets.

The Company had pledged eligible loans as collateral of $18.1 billion at June 30, 2026, and $17.2 billion at December 31, 2025, to support borrowing capacity at the FHLB of Boston, and $6.7 billion at June 30, 2026, and $7.2 billion at December 31, 2025, to support borrowing capacity at the FRB of New York.

Non-Accrual and Past Due Loans and Leases

The following tables summarize the aging of accrual and non-accrual loans and leases by class:


	June 30, 2026
(In thousands)	30-59 Days Past Due and Accruing	60-89 Days Past Due and Accruing	90 or More Days Past Due and Accruing	Non-accrual	Total Past Due and Non-accrual	Current (1)	Total Loans and Leases
Commercial non-mortgage	$ 4,664	$ 999	$ —	$ 174,894	$ 180,557	$ 21,316,890	$ 21,497,447
Asset-based	—	—	—	34,303	34,303	1,002,520	1,036,823
Commercial real estate	26,485	781	—	139,019	166,285	15,179,180	15,345,465
Multi-family	12,072	32,402	—	36,535	81,009	7,366,614	7,447,623
Equipment financing	547	2,803	3	5,430	8,783	1,195,908	1,204,691
Commercial portfolio	43,768	36,985	3	390,181	470,937	46,061,112	46,532,049
Residential	17,410	7,760	—	19,323	44,493	9,555,952	9,600,445
Home equity	7,294	1,614	—	18,653	27,561	1,313,821	1,341,382
Other consumer	1,340	1,419	—	960	3,719	391,083	394,802
Consumer portfolio	26,044	10,793	—	38,936	75,773	11,260,856	11,336,629
Total	$ 69,812	$ 47,778	$ 3	$ 429,117	$ 546,710	$ 57,321,968	$ 57,868,678

(1)At June 30, 2026, there was $13.5 million of commercial real estate loans that had reached their contractual maturity but were actively in the process of being refinanced with the Company. Due to the status of these refinancings, these commercial real estate loans have been reported as current in the table above.


	December 31, 2025
(In thousands)	30-59 Days Past Due and Accruing	60-89 Days Past Due and Accruing	90 or More Days Past Due and Accruing	Non-accrual	Total Past Due and Non-accrual	Current	Total Loans and Leases
Commercial non-mortgage	$ 12,397	$ 1,547	$ —	$ 165,378	$ 179,322	$ 20,225,915	$ 20,405,237
Asset-based	—	—	—	66,844	66,844	1,164,387	1,231,231
Commercial real estate	23,702	838	—	182,968	207,508	15,118,499	15,326,007
Multi-family	476	—	—	41,095	41,571	6,967,268	7,008,839
Equipment financing	2,279	256	—	8,340	10,875	1,248,007	1,258,882
Commercial portfolio	38,854	2,641	—	464,625	506,120	44,724,076	45,230,196
Residential	12,163	3,074	—	18,187	33,424	9,566,153	9,599,577
Home equity	5,602	2,126	—	16,743	24,471	1,346,042	1,370,513
Other consumer	1,370	830	—	859	3,059	393,765	396,824
Consumer portfolio	19,135	6,030	—	35,789	60,954	11,305,960	11,366,914
Total	$ 57,989	$ 8,671	$ —	$ 500,414	$ 567,074	$ 56,030,036	$ 56,597,110

The following table provides additional information on non-accrual loans and leases:


	June 30, 2026		December 31, 2025
(In thousands)	Non-accrual	Non-accrual with No Allowance	Non-accrual	Non-accrual with No Allowance
Commercial non-mortgage	$ 174,894	$ 42,119	$ 165,378	$ 52,284
Asset-based	34,303	6,000	66,844	774
Commercial real estate	139,019	38,690	182,968	53,385
Multi-family	36,535	27,335	41,095	31,873
Equipment financing	5,430	2,327	8,340	181
Commercial portfolio	390,181	116,471	464,625	138,497
Residential	19,323	8,353	18,187	8,284
Home equity	18,653	10,566	16,743	8,688
Other consumer	960	—	859	—
Consumer portfolio	38,936	18,919	35,789	16,972
Total	$ 429,117	$ 135,390	$ 500,414	$ 155,469

Allowance for Credit Losses on Loans and Leases

The following table summarizes the change in the ACL on loans and leases by portfolio segment:



	Three months ended June 30,
	2026			2025
(In thousands)	Commercial Portfolio	Consumer Portfolio	Total	Commercial Portfolio	Consumer Portfolio	Total
ACL on loans and leases:
Balance, beginning of period	$ 641,963	$ 91,471	$ 733,434	$ 649,450	$ 63,871	$ 713,321
Provision (benefit)	34,207	(1,097)	33,110	45,635	(509)	45,126
Charge-offs	(40,896)	(4,098)	(44,994)	(39,792)	(1,446)	(41,238)
Recoveries	1,055	1,241	2,296	3,250	1,587	4,837
Balance, end of period	$ 636,329	$ 87,517	$ 723,846	$ 658,543	$ 63,503	$ 722,046



	Six months ended June 30,
	2026			2025
(In thousands)	Commercial Portfolio	Consumer Portfolio	Total	Commercial Portfolio	Consumer Portfolio	Total
ACL on loans and leases:
Balance, beginning of period	$ 631,377	$ 88,034	$ 719,411	$ 635,871	$ 53,695	$ 689,566
Provision	84,001	4,348	88,349	113,838	10,000	123,838
Charge-offs	(81,121)	(8,095)	(89,216)	(95,358)	(2,498)	(97,856)
Recoveries	2,072	3,230	5,302	4,192	2,306	6,498
Balance, end of period	$ 636,329	$ 87,517	$ 723,846	$ 658,543	$ 63,503	$ 722,046
Individually evaluated for credit losses	90,020	799	90,819	95,323	811	96,134
Collectively evaluated for credit losses	$ 546,309	$ 86,718	$ 633,027	$ 563,220	$ 62,692	$ 625,912

Concentrations of Credit Risk

Concentrations of credit risk may exist when a number of borrowers are engaged in similar activities, or activities in the same geographic region, and have similar economic characteristics that would cause them to be similarly impacted by changes in economic or other conditions. Concentrations of credit risk are controlled and monitored as part of the Company’s credit policies and procedures. The Company is a regional financial services holding company in the Northeast U.S. with a commercial concentration primarily in five geographic markets: New York City, Other New York Counties, Connecticut, New Jersey, and Massachusetts; and secondarily in the Southeast and Other states.

The Company’s concentration of credit risk associated with commercial non-mortgage loans represented 37.1% at June 30, 2026, and 36.0% at December 31, 2025, of total loans and leases. The Company’s concentration of credit risk associated with commercial real estate and multi-family loans, in aggregate, represented 39.4% at June 30, 2026, and 39.5% at December 31, 2025, of total loans and leases.

Credit Quality Indicators

To measure credit risk for the commercial portfolio, the Company employs a dual grade credit risk grading system for estimating the PD and LGD. The credit risk grade system assigns a rating to each borrower and to the facility, which together form a Composite Credit Risk Profile. The credit risk grade system categorizes borrowers by common financial characteristics that measure the credit strength of borrowers and facilities by common structural characteristics. The Composite Credit Risk Profile has ten grades, with each grade corresponding to a progressively greater risk of loss. Grades (1) to (6) are considered pass ratings, and grades (7) to (10) are considered criticized, as defined by the regulatory agencies. A (7) “Special Mention” rating has a potential weakness that, if left uncorrected, may result in deterioration of the repayment prospects for the asset. An (8) “Substandard” rating has a well-defined weakness that jeopardizes the full repayment of the debt. A (9) “Doubtful” rating has all of the same weaknesses as a substandard asset with the added characteristic that the weakness makes collection or liquidation in full, given current facts, conditions, and values, improbable. Assets classified as a (10) “Loss” rating are considered uncollectible and charged-off. Risk ratings, which are assigned to differentiate risk within the portfolio, are reviewed on an ongoing basis and revised to reflect changes in a borrower’s current financial position and outlook, risk profile, and the related collateral and structural position. Loan officers review updated financial information or other loan factors on at least an annual basis for all pass rated loans to assess the accuracy of the risk grade. Criticized loans undergo more frequent reviews and enhanced monitoring.

To measure credit risk for the consumer portfolio, the most relevant credit characteristic is the FICO score, which is a widely used credit scoring system that ranges from 300 to 850. A lower FICO score is indicative of higher credit risk and a higher FICO score is indicative of lower credit risk. FICO scores are updated at least quarterly. Factors such as past due status, employment status, collateral, geography, loans discharged in bankruptcy, and the status of first lien position loans on second lien position loans, are also considered to be consumer portfolio credit quality indicators. For portfolio monitoring purposes, the Company estimates the current value of property secured as collateral for home equity and residential first mortgage lending products on an ongoing basis. The estimate is based on home price indices compiled by the S&P/Case-Shiller Home Price Indices. Real estate price data is applied to the loan portfolios taking into account the age of the most recent valuation and geographic area.

The following tables summarize the amortized cost of commercial loans and leases by Composite Credit Risk Profile grade and origination year:


	June 30, 2026
(In thousands)	2026	2025	2024	2023	2022	Prior	Revolving Loans Amortized Cost Basis	Total
Commercial non-mortgage:
Risk rating:
Pass	$ 1,600,624	$ 3,062,734	$ 1,902,914	$ 1,270,016	$ 1,599,749	$ 2,153,665	$ 8,808,736	$ 20,398,438
Special mention	—	1,660	42,497	10,518	148,552	20,326	32,599	256,152
Substandard	7,842	37,749	36,231	166,539	260,990	165,098	168,378	842,827
Doubtful	—	—	—	1	—	28	1	30
Total commercial non-mortgage	1,608,466	3,102,143	1,981,642	1,447,074	2,009,291	2,339,117	9,009,714	21,497,447
Current period gross write-offs	—	238	757	165	6,514	9,940	9,588	27,202
Asset-based:
Risk rating:
Pass	—	10,250	174	1,280	—	14,402	860,602	886,708
Special mention	—	—	—	—	—	—	23,665	23,665
Substandard	—	1,327	—	9,291	—	4,004	111,828	126,450
Total asset-based	—	11,577	174	10,571	—	18,406	996,095	1,036,823
Current period gross write-offs	—	—	—	286	—	—	14,294	14,580
Commercial real estate:
Risk rating:
Pass	1,890,469	3,178,130	1,866,468	1,598,079	1,938,108	3,860,879	351,527	14,683,660
Special mention	82,041	22,905	—	31,359	16,608	41,458	364	194,735
Substandard	—	2,000	14,438	114,470	132,909	203,253	—	467,070
Total commercial real estate	1,972,510	3,203,035	1,880,906	1,743,908	2,087,625	4,105,590	351,891	15,345,465
Current period gross write-offs	—	—	—	20,635	4,479	5,300	—	30,414
Multi-family:
Risk rating:
Pass	767,298	722,829	657,530	1,191,127	1,336,309	2,558,310	—	7,233,403
Special mention	—	—	—	—	—	41,119	—	41,119
Substandard	316	—	—	11,594	46,777	114,414	—	173,101
Total multi-family	767,614	722,829	657,530	1,202,721	1,383,086	2,713,843	—	7,447,623
Current period gross write-offs	—	—	—	—	2,556	1,601	—	4,157
Equipment financing:
Risk rating:
Pass	163,293	411,195	266,906	114,490	90,750	93,331	—	1,139,965
Special mention	—	—	5,188	271	1,750	1,762	—	8,971
Substandard	3,395	8,899	1,933	13,337	19,978	8,213	—	55,755
Total equipment financing	166,688	420,094	274,027	128,098	112,478	103,306	—	1,204,691
Current period gross write-offs	—	—	324	2,020	549	1,875	—	4,768
Total commercial portfolio	4,515,278	7,459,678	4,794,279	4,532,372	5,592,480	9,280,262	10,357,700	46,532,049
Current period gross write-offs	$ —	$ 238	$ 1,081	$ 23,106	$ 14,098	$ 18,716	$ 23,882	$ 81,121


	December 31, 2025
(In thousands)	2025	2024	2023	2022	2021	Prior	Revolving Loans Amortized Cost Basis	Total
Commercial non-mortgage:
Risk rating:
Pass	$ 3,378,004	$ 2,340,865	$ 1,463,952	$ 1,857,656	$ 853,239	$ 1,420,790	$ 7,929,719	$ 19,244,225
Special mention	4,213	46,657	50,332	181,775	32,948	15,264	38,883	370,072
Substandard	67,353	33,646	144,627	219,885	88,312	42,874	194,220	790,917
Doubtful	—	—	—	—	1	22	—	23
Total commercial non-mortgage	3,449,570	2,421,168	1,658,911	2,259,316	974,500	1,478,950	8,162,822	20,405,237
Current period gross write-offs	6,716	3,550	7,817	13,774	721	17,166	26,157	75,901
Asset-based:
Risk rating:
Pass	10,550	199	2,320	—	—	15,901	1,036,960	1,065,930
Special mention	—	—	7,063	—	—	—	8,069	15,132
Substandard	1,445	—	3,898	—	—	4,833	139,993	150,169
Total asset-based	11,995	199	13,281	—	—	20,734	1,185,022	1,231,231
Current period gross write-offs	—	—	—	—	—	—	37,870	37,870
Commercial real estate:
Risk rating:
Pass	3,462,637	2,091,777	2,092,674	2,337,376	1,105,105	3,268,858	273,252	14,631,679
Special mention	—	—	16,834	75,651	—	29,401	—	121,886
Substandard	—	3,240	168,356	93,572	100,957	206,317	—	572,442
Total commercial real estate	3,462,637	2,095,017	2,277,864	2,506,599	1,206,062	3,504,576	273,252	15,326,007
Current period gross write-offs	—	—	31,057	256	1,283	27,514	—	60,110
Multi-family:
Risk rating:
Pass	736,744	691,180	1,193,933	1,370,368	810,954	1,988,941	—	6,792,120
Special mention	—	—	—	—	3,865	68,742	—	72,607
Substandard	—	—	11,915	26,377	38,819	67,001	—	144,112
Total multi-family	736,744	691,180	1,205,848	1,396,745	853,638	2,124,684	—	7,008,839
Current period gross write-offs	—	—	—	—	—	990	—	990
Equipment financing:
Risk rating:
Pass	454,313	305,538	141,372	120,382	59,566	96,161	—	1,177,332
Special mention	4,931	5,700	2,573	2,430	1,087	1,663	—	18,384
Substandard	3,145	696	17,898	24,897	9,501	7,029	—	63,166
Total equipment financing	462,389	311,934	161,843	147,709	70,154	104,853	—	1,258,882
Current period gross write-offs	—	—	1,356	4,614	174	749	—	6,893
Total commercial portfolio	8,123,335	5,519,498	5,317,747	6,310,369	3,104,354	7,233,797	9,621,096	45,230,196
Current period gross write-offs	$ 6,716	$ 3,550	$ 40,230	$ 18,644	$ 2,178	$ 46,419	$ 64,027	$ 181,764

The following tables summarize the amortized cost of consumer loans by FICO score and origination year:


	June 30, 2026
(In thousands)	2026	2025	2024	2023	2022	Prior	Revolving Loans Amortized Cost Basis	Total
Residential:
Risk rating:
800+	$ 139,521	$ 657,403	$ 475,425	$ 267,051	$ 908,648	$ 2,234,546	$ —	$ 4,682,594
740-799	291,712	572,447	335,568	166,214	457,128	1,249,206	—	3,072,275
670-739	83,659	155,207	103,564	63,546	260,912	809,237	—	1,476,125
580-669	1,162	23,155	17,349	18,651	57,508	136,692	—	254,517
579 and below	416	2,449	3,520	8,293	20,297	79,959	—	114,934
Total residential	516,470	1,410,661	935,426	523,755	1,704,493	4,509,640	—	9,600,445
Current period gross write-offs	—	—	—	—	102	30	—	132
Home equity:
Risk rating:
800+	7,189	12,761	9,252	20,955	22,603	88,613	353,568	514,941
740-799	4,611	12,304	8,219	14,610	13,259	51,689	304,125	408,817
670-739	3,408	10,258	7,981	9,809	9,550	30,088	211,387	282,481
580-669	730	1,776	1,921	2,489	3,038	11,351	62,322	83,627
579 and below	—	343	969	1,571	1,770	8,381	38,482	51,516
Total home equity	15,938	37,442	28,342	49,434	50,220	190,122	969,884	1,341,382
Current period gross write-offs	—	—	—	—	—	7	12	19
Other consumer:
Risk rating:
800+	6,066	7,708	3,046	196	51	1,816	19,441	38,324
740-799	33,939	65,004	29,769	274	103	70	5,163	134,322
670-739	51,174	103,982	46,151	204	128	228	14,269	216,136
580-669	759	2,029	1,489	72	41	48	986	5,424
579 and below	1	28	10	50	36	6	465	596
Total other consumer	91,939	178,751	80,465	796	359	2,168	40,324	394,802
Current period gross write-offs	1,855	2,284	3,653	11	5	4	132	7,944
Total consumer portfolio	624,347	1,626,854	1,044,233	573,985	1,755,072	4,701,930	1,010,208	11,336,629
Current period gross write-offs	$ 1,855	$ 2,284	$ 3,653	$ 11	$ 107	$ 41	$ 144	$ 8,095


	December 31, 2025
(In thousands)	2025	2024	2023	2022	2021	Prior	Revolving Loans Amortized Cost Basis	Total
Residential:
Risk rating:
800+	$ 517,482	$ 551,613	$ 272,249	$ 918,256	$ 1,045,573	$ 1,258,654	$ —	$ 4,563,827
740-799	687,120	419,019	212,246	480,885	598,172	748,825	—	3,146,267
670-739	185,620	118,104	84,332	294,954	241,266	604,881	—	1,529,157
580-669	16,852	19,346	23,602	51,886	45,714	100,593	—	257,993
579 and below	648	2,377	3,952	21,911	21,966	51,479	—	102,333
Total residential	1,407,722	1,110,459	596,381	1,767,892	1,952,691	2,764,432	—	9,599,577
Current period gross write-offs	—	—	—	—	—	135	—	135
Home equity:
Risk rating:
800+	11,847	8,896	23,146	22,811	29,498	65,401	348,961	510,560
740-799	15,932	11,658	16,149	16,523	19,123	35,861	317,846	433,092
670-739	10,811	9,786	10,120	9,351	11,025	27,662	217,924	296,679
580-669	1,682	1,522	2,850	2,731	2,941	9,607	68,953	90,286
579 and below	77	499	1,662	2,287	908	4,543	29,920	39,896
Total home equity	40,349	32,361	53,927	53,703	63,495	143,074	983,604	1,370,513
Current period gross write-offs	—	50	—	1	—	38	175	264
Other consumer:
Risk rating:
800+	11,131	4,799	254	74	1,677	171	16,597	34,703
740-799	88,171	46,222	368	145	30	136	3,273	138,345
670-739	133,564	68,381	282	231	130	133	14,439	217,160
580-669	2,651	1,962	74	60	27	59	1,136	5,969
579 and below	34	36	65	53	19	2	438	647
Total other consumer	235,551	121,400	1,043	563	1,883	501	35,883	396,824
Current period gross write-offs	3,325	3,591	19	10	7	7	168	7,127
Total consumer portfolio	1,683,622	1,264,220	651,351	1,822,158	2,018,069	2,908,007	1,019,487	11,366,914
Current period gross write-offs	$ 3,325	$ 3,641	$ 19	$ 11	$ 7	$ 180	$ 343	$ 7,526

Collateral Dependent Loans and Leases

A non-accrual loan or lease is considered collateral dependent when the borrower is experiencing financial difficulty and when repayment is substantially expected to be provided through the operation or sale of collateral. Commercial non-mortgage loans,
asset-based loans, and equipment financing loans and leases are generally secured by machinery and equipment, inventory, receivables, or other non-real estate assets, whereas commercial real estate, multi-family, residential, and home equity loans are secured by real estate.

The carrying amount of collateral dependent loans was $223.2 million at June 30, 2026, and $308.3 million at December 31, 2025, for commercial loans and leases, and $27.4 million at June 30, 2026, and $28.1 million at December 31, 2025, for consumer loans. The ACL for collateral dependent loans and leases is individually assessed based on the fair value of the collateral less costs to sell at the reporting date. The aggregate collateral value associated with collateral dependent loans and leases was $255.1 million at June 30, 2026, and $364.3 million at December 31, 2025.

Modifications to Borrowers Experiencing Financial Difficulty

In certain circumstances, the Company enters into agreements to modify the terms of loans to borrowers experiencing financial difficulty. A variety of solutions are offered to borrowers experiencing financial difficulty, including loan modifications that may result in principal forgiveness, interest rate reductions, payment delays, term extensions, or a combination thereof. The following is a description of each of these types of modifications:

•Principal forgiveness – The outstanding principal balance of a loan may be reduced by a specified amount. Principal forgiveness may occur voluntarily as part of a negotiated agreement with a borrower, or involuntarily through a bankruptcy proceeding.

•Interest rate reductions – Includes modifications where the contractual interest rate of the loan has been reduced.

•Payment delays – Deferral arrangements that allow borrowers to delay a scheduled loan payment to a later date. Deferred loan payments do not affect the original contractual maturity terms of the loan. Modifications that result in only an insignificant payment delay are not disclosed. The Company generally considers a payment delay of three months or less to be insignificant.

•Term extensions – Extensions of the original contractual maturity date of the loan.

•Combination – Combination includes loans that have undergone more than one of the above loan modification types.

Significant judgment is required to determine if a borrower is experiencing financial difficulty. These considerations vary by portfolio class. The Company has identified modifications to borrowers experiencing financial difficulty that are included in its disclosures as follows:

•Commercial: The Company evaluates modifications of loans to commercial borrowers that are rated substandard or worse, and includes the modifications in its disclosures to the extent that the modification is considered
other-than-insignificant.

•Consumer: The Company generally evaluates all modifications of loans to consumer borrowers subject to its loss mitigation program and includes them in its disclosures to the extent that the modification is considered other-than-insignificant.

The following tables summarize the amortized cost at June 30, 2026, and at June 30, 2025, of loans modified to borrowers experiencing financial difficulty, disaggregated by class and type of concession granted:


	Three months ended June 30, 2026
(Dollars in thousands)	Interest Rate Reduction	Term Extension	Payment Delay	Combination - Term Extension & Interest Rate Reduction	Total	% of Total Class (2)
Commercial non-mortgage	$ —	$ 186,851	$ 817	$ 620	$ 188,288	0.9 %
Asset-based	—	10,345	—	—	10,345	1.0
Commercial real estate	—	92,192	—	—	92,192	0.6
Multi-family	—	8,456	—	—	8,456	0.1
Equipment financing	—	2,959	—	—	2,959	0.2
Residential	215	643	—	—	858	—
Home equity	—	19	—	105	124	—
Total (1)	$ 215	$ 301,465	$ 817	$ 725	$ 303,222	0.5 %


	Six months ended June 30, 2026
(Dollars in thousands)	Interest Rate Reduction	Term Extension	Payment Delay	Combination - Term Extension & Interest Rate Reduction	Total	% of Total Class (2)
Commercial non-mortgage	$ —	$ 237,284	$ 2,793	$ 620	$ 240,697	1.1 %
Asset-based	—	50,325	6,000	—	56,325	5.4
Commercial real estate	—	110,470	13,215	—	123,685	0.8
Multi-family	—	21,937	—	—	21,937	0.3
Equipment financing	—	2,959	—	—	2,959	0.2
Residential	215	949	—	58	1,222	—
Home equity	—	19	—	105	124	—
Total (1)	$ 215	$ 423,943	$ 22,008	$ 783	$ 446,949	0.8 %


	Three months ended June 30, 2025
				Combination
(Dollars in thousands)	Interest Rate Reduction	Term Extension	Payment Delay	Term Extension & Interest Rate Reduction	Term Extension & Payment Delay	Interest Rate Reduction & Payment Delay	Term Extension, Interest Rate Reduction, & Payment Delay	Total	% of Total Class (2)
Commercial non-mortgage	$ —	$ 43,425	$ 13,161	$ 399	$ 51,313	$ —	$ 77	$ 108,375	0.6 %
Asset-based	—	11,487	—	—	—	—	—	11,487	0.9
Commercial real estate	—	18,978	—	—	—	—	—	18,978	0.1
Multi-family	1,981	6,340	—	—	—	13,241	—	21,562	0.3
Equipment financing	—	3,842	—	—	—	—	—	3,842	0.3
Home equity	—	—	—	26	—	—	—	26	—
Total (1)	$ 1,981	$ 84,072	$ 13,161	$ 425	$ 51,313	$ 13,241	$ 77	$ 164,270	0.3 %


	Six months ended June 30, 2025
				Combination
(Dollars in thousands)	Interest Rate Reduction	Term Extension	Payment Delay	Term Extension & Interest Rate Reduction	Term Extension and Payment Delay	Interest Rate Reduction & Payment Delay	Term Extension, Interest Rate Reduction, & Payment Delay	Total	% of Total Class (2)
Commercial non-mortgage	$ —	$ 84,290	$ 13,161	$ 506	$ 51,313	$ —	$ 77	$ 149,347	0.8 %
Asset-based	—	11,487	—	—	—	—	—	11,487	0.9
Commercial real estate	—	39,607	512	—	—	—	—	40,119	0.3
Multi-family	1,981	8,034	—	—	—	13,241	—	23,256	0.3
Equipment financing	—	4,032	—	—	—	—	—	4,032	0.3
Residential	—	—	—	891	—	—	—	891	—
Home equity	—	—	—	66	—	—	—	66	—
Total (1)	$ 1,981	$ 147,450	$ 13,673	$ 1,463	$ 51,313	$ 13,241	$ 77	$ 229,198	0.4 %

(1)The total amortized cost excludes accrued interest receivable of $3.2 million and $0.5 million for the three months ended June 30, 2026, and 2025, respectively, and $3.4 million and $0.6 million for the six months ended June 30, 2026, and 2025, respectively.

(2)Represents the total amortized cost of the loans modified as a percentage of the total period end loan balance by class.

The following tables describe the financial effect of the modifications made to borrowers experiencing financial difficulty:


			Three months ended June 30, 2026
			Financial Effect (1)
Term Extension:
Commercial non-mortgage			Extended term by a weighted average of 1.0 year
Asset-based			Extended term by a weighted average of 1.0 year
Commercial real estate			Extended term by a weighted average of 1.2 years
Multi-family			Extended term by a weighted average of 0.5 years
Equipment financing			Extended term by a weighted average of 0.3 years
Payment Delay:
Commercial non-mortgage			Provided payment deferrals for a weighted average of 0.3 years



			Six months ended June 30, 2026
			Financial Effect (1)
Term Extension:
Commercial non-mortgage			Extended term by a weighted average of 1.2 years
Asset-based			Extended term by a weighted average of 0.7 years
Commercial real estate			Extended term by a weighted average of 1.3 years
Multi-family			Extended term by a weighted average of 1.3 years
Equipment financing			Extended term by a weighted average of 0.3 years
Payment Delay:
Commercial non-mortgage			Provided payment deferrals for a weighted average of 0.4 years
Asset-based			Provided payment deferrals for a weighted average of 0.5 years
Commercial real estate			Provided payment deferrals for a weighted average of 1.7 years


			Three months ended June 30, 2025
			Financial Effect (1)
Interest Rate Reduction:
Multi-family			Reduced weighted average interest rate by 2.0%
Term Extension:
Commercial non-mortgage			Extended term by a weighted average of 1.4 years
Asset-based			Extended term by a weighted average of 1.0 year
Commercial real estate			Extended term by a weighted average of 0.4 years
Multi-family			Extended term by a weighted average of 3.0 years
Equipment financing			Extended term by a weighted average of 1.8 years
Payment Delay:
Commercial non-mortgage			Provided payment deferrals for a weighted average of 2.4 years
Combination - Term Extension and Payment Delay:
Commercial non-mortgage			Extended term by a weighted average of 0.3 years and provided partial payment deferrals for a weighted average of 0.5 years
Combination - Interest Rate Reduction & Payment Delay:
Multi-family			Reduced weighted average interest rate by 2.0% and provided payment deferrals for a weighted average of 0.8 years



			Six months ended June 30, 2025
			Financial Effect (1)
Interest Rate Reduction:
Multi-family			Reduced weighted average interest rate by 2.0%
Term Extension:
Commercial non-mortgage			Extended term by a weighted average of 1.3 years
Asset-based			Extended term by a weighted average of 1.0 year
Commercial real estate			Extended term by a weighted average of 0.7 years
Multi-family			Extended term by a weighted average of 2.5 years
Equipment financing			Extended term by a weighted average of 1.8 years
Payment Delay:
Commercial non-mortgage			Provided payment deferrals for a weighted average of 2.4 years
Combination - Term Extension and Interest Rate Reduction:
Commercial non-mortgage			Extended term by a weighted average of 0.3 years and provided payment deferrals for a weighted average of 0.5 years
Combination - Interest Rate Reduction & Payment Delay:
Multi-family			Reduced weighted average interest rate by 2.0% and provided payment deferrals for a weighted average of 0.8 years

(1)Certain disclosures related to the financial effects of modifications do not include those deemed to be immaterial.

The Company closely monitors the performance of the loans that are modified with borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. The following tables summarize the aging of loans that had been modified in the 12 months preceding June 30, 2026, and June 30, 2025:


	June 30, 2026
(In thousands)	Current	30-59 Days Past Due	60-89 Days Past Due	90 or More Days Past Due	Non-Accrual	Total
Commercial non-mortgage	$ 225,071	$ 493	$ —	$ —	$ 58,984	$ 284,548
Asset-based	50,325	—	—	—	17,320	67,645
Commercial real estate	133,922	18,433	—	—	44,993	197,348
Multi-family	52,144	—	—	—	—	52,144
Equipment financing	3,027	—	—	—	1,945	4,972
Residential	1,588	—	—	—	1,528	3,116
Home equity	748	—	—	—	131	879
Total	$ 466,825	$ 18,926	$ —	$ —	$ 124,901	$ 610,652

	June 30, 2025
(In thousands)	Current	30-59 Days Past Due	60-89 Days Past Due	90 or More Days Past Due	Non-Accrual	Total
Commercial non-mortgage	$ 77,346	$ 3,819	$ —	$ —	$ 144,026	$ 225,191
Asset-based	11,487	—	—	—	15,000	26,487
Commercial real estate	85,027	—	—	—	7,771	92,798
Multi-family	21,275	—	—	—	1,981	23,256
Equipment financing	4,032	—	99	—	—	4,131
Residential	776	—	—	—	998	1,774
Home equity	583	—	—	—	215	798
Total	$ 200,526	$ 3,819	$ 99	$ —	$ 169,991	$ 374,435

Loans that had been modified with borrowers experiencing financial difficulty in the 12 months preceding June 30, 2026, and that had a subsequent payment default during the three and six months ended June 30, 2026, were not significant. There were $15.0 million of asset-based loans that had been modified in the form of term extensions with borrowers experiencing financial difficulty in the 12 months preceding June 30, 2025, that had a payment default during the three and six months ended June 30, 2025.

For the purpose of this disclosure, a payment default is defined as 90 or more days past due. Non-accrual loans that are modified to borrowers experiencing financial difficulty remain on non-accrual status until the borrower has demonstrated performance under the modified terms. Commitments to lend additional funds to borrowers experiencing financial difficulty whose loans had been modified were not significant.

Note 5: Goodwill and Other Intangible Assets

Goodwill

The following table summarizes changes in the carrying amount of goodwill:


(In thousands)	June 30, 2026 (1)	December 31, 2025
Balance, beginning of period	$ 2,897,522	$ 2,868,068
SecureSave acquisition	941	29,454
Balance, end of period	$ 2,898,463	$ 2,897,522

(1)The increase to the carrying amount of goodwill reflects the effects of the measurement-period adjustment recorded during the first quarter of 2026 related to the acquisition of SecureSave in December 2025. Additional information regarding the SecureSave acquisition can be found within Note 2: Business Developments.

Information regarding goodwill by reportable segment can be found within Note 15: Segment Reporting.

Other Intangible Assets

The following table summarizes other intangible assets:


	June 30, 2026			December 31, 2025
(In thousands)	Gross Carrying Amount	Accumulated Amortization	Net Carrying Amount	Gross Carrying Amount	Accumulated Amortization	Net Carrying Amount
Core deposits	$ 339,465	$ 109,822	$ 229,643	$ 342,875	$ 98,483	$ 244,392
Customer relationships	120,855	64,949	55,906	120,855	59,255	61,600
Non-competition agreements	4,760	2,948	1,812	5,880	2,400	3,480
Trade name	6,100	2,948	3,152	6,100	2,338	3,762
Total other intangible assets	$ 471,180	$ 180,667	$ 290,513	$ 475,710	$ 162,476	$ 313,234

The remaining estimated aggregate future amortization expense for other intangible assets is as follows:


(In thousands)			June 30, 2026
Remainder of 2026			$ 17,643
2027			34,482
2028			31,370
2029			29,213
2030			28,272
Thereafter			149,533

Note 6: Deposits

The following table summarizes deposits by type:


(In thousands)	June 30, 2026	December 31, 2025
Non-interest-bearing:
Demand	$ 9,999,855	$ 10,082,854
Interest-bearing:
Checking	12,415,546	10,760,496
Health savings accounts	9,252,869	9,184,452
Money market	23,549,222	23,196,747
Savings	6,703,712	6,964,946
Time deposits	8,362,249	8,570,318
Total interest-bearing	$ 60,283,598	$ 58,676,959
Total deposits	$ 70,283,453	$ 68,759,813

Time deposits, money market, and interest-bearing checking obtained through brokers (1)	$ 3,078,429	$ 3,134,894
Aggregate amount of time deposit accounts that exceeded the FDIC limit (2)	1,611,240	1,494,626
Deposit overdrafts reclassified as loan balances	7,836	6,674

(1)Excludes money market deposits received through interSYNC of $9.7 billion at June 30, 2026, and $9.3 billion at December 31, 2025.

(2)Excludes an aggregate amount of time deposit accounts that were at the FDIC limit of $16.5 million at June 30, 2026, and $10.5 million at December 31, 2025.

The following table summarizes the scheduled maturities of time deposits:


(In thousands)			June 30, 2026
Remainder of 2026			$ 6,786,557
2027			1,502,434
2028			25,584
2029			16,317
2030			21,404
Thereafter			9,953
Total time deposits			$ 8,362,249

Note 7: Borrowings

Securities Sold Under Agreements to Repurchase

The following table summarizes securities sold under agreements to repurchase:

June 30, 2026

December 31, 2025

(Dollars in thousands)

Total Outstanding

Rate

Total Outstanding

Rate

Securities sold under agreements to repurchase (1)

$ 73,395

0.16 %

$ 596,738

3.32 %

(1)Securities sold under agreements to repurchase have an original maturity date of one year or less for the periods presented.

The Company’s repurchase agreement counterparties are limited to primary dealers in government securities and commercial and municipal customers through the Corporate Treasury function. The Company has the right of offset with respect to repurchase agreement assets and liabilities with the same counterparty when master netting agreements are in place. Securities sold under agreements to repurchase are presented as gross transactions at June 30, 2026, and at December 31, 2025, since only liabilities are outstanding. Agency MBS securities, which had an aggregate carrying value of $75.7 million at June 30, 2026, and $625.3 million at December 31, 2025, are pledged to secure repurchase agreements. These Agency MBS securities are subject to changes in market value and, therefore, the Company may increase or decrease the level of securities pledged as collateral based upon movements in market value.

The following tables represent the offsetting of repurchase agreements that are subject to master netting agreements:

June 30, 2026

Gross Amounts of Recognized Liabilities

Gross Amounts Offset in the Statement of Financial Position

Net Amounts of Liabilities Presented in the Statement of Financial Position

Gross Amounts Not Offset in the Statement of Financial Position

(In thousands)

Financial Instruments

Cash Collateral Pledged

Net Amount

Repurchase agreements

$ —

December 31, 2025

Gross Amounts of Recognized Liabilities

Gross Amounts Offset in the Statement of Financial Position

Net Amounts of Liabilities Presented in the Statement of Financial Position

Gross Amounts Not Offset in the Statement of Financial Position

(In thousands)

Financial Instruments (1)

Cash Collateral Pledged

Net Amount

Repurchase agreements

$ 494,420

$ —

$ 494,420

$ —

(1)Amounts disclosed are limited to the balance of securities sold under agreements to repurchase reported on the accompanying Condensed Consolidated Balance Sheets that are subject to master netting agreements and, accordingly, exclude excess collateral pledged. At December 31, 2025, Agency MBS with an aggregate carrying value of $520.1 million was pledged as collateral against such securities sold under agreements to repurchase, resulting in an excess collateral position of $25.6 million.

FHLB Advances

The following table summarizes information for FHLB advances:


	June 30, 2026		December 31, 2025
(Dollars in thousands)	Total Outstanding	Weighted-Average Contractual Coupon Rate	Total Outstanding	Weighted- Average Contractual Coupon Rate
Maturing within 1 year	$ 3,650,000	3.85 %	$ 2,970,000	3.44 %
After 1 year but within 2 years	386	1.38	201	—
After 2 years but within 3 years	—	—	201	2.75
After 3 years but within 4 years	601	1.75	615	1.75
After 4 years but within 5 years	4,332	1.04	3,669	1.25
After 5 years	5,927	2.16	6,032	2.16
Total FHLB advances	$ 3,661,246	3.84 %	$ 2,980,718	3.44 %

Aggregate market value of assets pledged as collateral	$ 22,906,954		$ 16,331,016
Remaining borrowing capacity at the FHLB of Boston	12,955,009		7,882,187

The Bank may borrow up to a discounted amount of eligible loans and securities that have been pledged as collateral to secure FHLB advances, which includes certain residential, multi-family, and commercial real estate loans, home equity lines of credit, Agency MBS, and Agency CMO. The Bank was in compliance with its FHLB collateral requirements at June 30, 2026, and at December 31, 2025.

Long-term Debt

The following table summarizes long-term debt:


(Dollars in thousands)		June 30, 2026	December 31, 2025
4.100%	Senior fixed-rate notes due March 25, 2029 (1)	$ 314,721	$ 317,398
5.784%	Fixed-rate reset subordinated notes due September 11, 2035	350,000	350,000
Junior subordinated debt Webster Statutory Trust I floating-rate notes due September 17, 2033 (2)		77,320	77,320
Total senior and subordinated debt		742,041	744,718
Discount on senior fixed-rate notes		(273)	(323)
Debt issuance cost on senior fixed-rate notes		(735)	(869)
Discount on fixed-rate reset subordinated notes		(2,413)	(2,545)
Debt issuance cost on fixed-rate reset subordinated notes		(1,449)	(1,527)
Total long-term debt (3)		$ 737,171	$ 739,454

(1)The Company de-designated its fair value hedging relationship on these senior fixed-rate notes in 2020. A basis adjustment of $14.7 million at June 30, 2026, and $17.4 million at December 31, 2025, is included in the carrying value and is being amortized over the remaining life of the senior fixed-rate notes.

(2)The interest rate on the Webster Statutory Trust I floating-rate notes varies quarterly based on 3-month SOFR plus a credit spread adjustment plus a market spread of 2.95%, which yielded 6.89% at June 30, 2026, and 6.92% at December 31, 2025.

(3)The classification of debt as long-term is based on the initial term of greater than one year as of the date of issuance.

Additional information regarding the Company’s long-term debt can be found within Note 10: Borrowings in the Notes to Consolidated Financial Statements contained in Part II - Item 8. Financial Statements and Supplementary Data of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Note 8: Stockholders’ Equity

The following table summarizes the changes in shares of preferred and common stock issued and common stock held as treasury stock:


	Preferred Stock Series F Issued	Preferred Stock Series G Issued	Common Stock Issued	Treasury Stock Held	Common Stock Outstanding
Balance at March 31, 2026	6,000	135,000	182,778,045	20,729,048	162,048,997
Stock compensation plan activity (1)	—	—	—	14,519	(14,519)
Balance at June 30, 2026	6,000	135,000	182,778,045	20,743,567	162,034,478

Balance at March 31, 2025	6,000	135,000	182,778,045	14,183,769	168,594,276
Stock compensation plan activity (1)	—	—	—	(9,501)	9,501
Common stock repurchase program	—	—	—	1,520,514	(1,520,514)
Balance at June 30, 2025	6,000	135,000	182,778,045	15,694,782	167,083,263



	Preferred Stock Series F Issued	Preferred Stock Series G Issued	Common Stock Issued	Treasury Stock Held	Common Stock Outstanding
Balance at December 31, 2025	6,000	135,000	182,778,045	21,562,037	161,216,008
Stock compensation plan activity (1)	—	—	—	(818,470)	818,470
Balance at June 30, 2026	6,000	135,000	182,778,045	20,743,567	162,034,478

Balance at December 31, 2024	6,000	135,000	182,778,045	11,386,920	171,391,125
Stock compensation plan activity (1)	—	—	—	(782,106)	782,106
Common stock repurchase program	—	—	—	5,089,968	(5,089,968)
Balance at June 30, 2025	6,000	135,000	182,778,045	15,694,782	167,083,263

(1)Reflects (i) common shares issued (to) from Treasury stock for time-based restricted stock award grants, net of forfeitures, and the vesting of performance-based restricted stock awards of (5,081) and 17,602, in aggregate, during the three months ended June 30, 2026, and 2025, respectively, and 1,248,770 and 1,174,880 in aggregate, during the six months ended June 30, 2026, and 2025, respectively; less (ii) common shares acquired outside of the Company’s common stock repurchase program related to stock compensation plan activity of 9,438 and 8,101 during the three months ended June 30, 2026, and 2025, respectively, and 430,300 and 392,774 during the six months ended June 30, 2026, and 2025, respectively.

Common Stock Repurchase Program

Information regarding the Company’s common stock repurchase program be found within Note 11: Stockholders’ Equity in the Notes to Consolidated Financial Statements contained in Part II - Item 8. Financial Statements and Supplementary Data of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. There were no common stock repurchases under the Company’s common stock repurchase program during the three and six months ended June 30, 2026.

Preferred Stock

Information regarding the Company’s preferred stock can be found within Note 11: Stockholders’ Equity in the Notes to Consolidated Financial Statements contained in Part II - Item 8. Financial Statements and Supplementary Data of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Note 9: Accumulated Other Comprehensive (Loss), Net of Tax

The following tables summarize the change in each component of accumulated other comprehensive (loss), net of the related tax impact:


	Three months ended June 30, 2026				Six months ended June 30, 2026
(In thousands)	Investment Securities Available- for-Sale	Derivative Financial Instruments	Defined Benefit Pension and Other Postretirement Benefit Plans	Total	Investment Securities Available-for-Sale	Derivative Financial Instruments	Defined Benefit Pension and Other Postretirement Benefit Plans	Total
Balance, beginning of period	$ (408,728)	$ (1,391)	$ (20,430)	$ (430,549)	$ (334,113)	$ 3,741	$ (20,472)	$ (350,844)
Other comprehensive (loss) before reclassifications	(11,246)	(5,733)	—	(16,979)	(85,861)	(10,620)	—	(96,481)
Amounts reclassified from accumulated other comprehensive (loss) income	—	(232)	41	(191)	—	(477)	83	(394)
Other comprehensive (loss) income, net of tax	(11,246)	(5,965)	41	(17,170)	(85,861)	(11,097)	83	(96,875)
Balance, end of period	$ (419,974)	$ (7,356)	$ (20,389)	$ (447,719)	$ (419,974)	$ (7,356)	$ (20,389)	$ (447,719)


	Three months ended June 30, 2025				Six months ended June 30, 2025
(In thousands)	Investment Securities Available- for-Sale	Derivative Financial Instruments	Defined Benefit Pension and Other Postretirement Benefit Plans	Total	Investment Securities Available-for-Sale	Derivative Financial Instruments	Defined Benefit Pension and Other Postretirement Benefit Plans	Total
Balance, beginning of period	$ (423,737)	$ 524	$ (26,188)	$ (449,401)	$ (520,318)	$ (9,600)	$ (26,465)	$ (556,383)
Other comprehensive income before reclassifications	8,858	44	—	8,902	105,824	7,796	—	113,620
Amounts reclassified from accumulated other comprehensive (loss) income	—	1,960	277	2,237	(385)	4,332	554	4,501
Other comprehensive income, net of tax	8,858	2,004	277	11,139	105,439	12,128	554	118,121
Balance, end of period	$ (414,879)	$ 2,528	$ (25,911)	$ (438,262)	$ (414,879)	$ 2,528	$ (25,911)	$ (438,262)

The following table further summarizes the amounts reclassified from accumulated other comprehensive (loss):


Accumulated Other Comprehensive (Loss) Components	Three months ended		Six months ended		Associated Line Item on the Condensed Consolidated Statements of Income
	June 30,		June 30,
	2026	2025	2026	2025
(In thousands)
Investment securities available-for-sale:
Net gains (1)	$ —	$ —	$ —	$ 528	Gain on sale of investment securities, net (2)
Tax (expense)	—	—	—	(143)	Income tax expense
Net of tax	$ —	$ —	$ —	$ 385
Derivative financial instruments:
Interest payments (3)	$ 320	$ (2,689)	$ 656	$ (5,944)	Interest and fees on loans and leases
Tax (expense) benefit	(88)	729	(179)	1,612	Income tax expense
Net of tax	$ 232	$ (1,960)	$ 477	$ (4,332)
Defined benefit pension and other postretirement benefit plans:
Net actuarial (losses)	$ (57)	$ (380)	$ (115)	$ (760)	Other expense
Tax benefit	16	103	32	206	Income tax expense
Net of tax	$ (41)	$ (277)	$ (83)	$ (554)

(1)Reclassification adjustments for investment securities available-for-sale that were sold are determined by reference to the unrealized gain or loss reported in the month prior to sale.

(2)Gains and losses realized on sales of investment securities available-for-sale are generally included as a component of non-interest income on the accompanying Condensed Consolidated Statements of Income unless any portion or all of the loss is due to credit related factors, in which the amount is then included in the Provision for credit losses. None of the gross losses realized on sale of available-for-sale securities during the six months ended June 30, 2025, were due to credit related factors.

(3)Over the next 12 months, an estimated $5.5 million related to cash flow hedge gain or loss will be reclassified from AOCL, decreasing Interest and fees on loans and leases as hedge interest payments are made.

Note 10: Regulatory Capital and Restrictions

Regulatory Capital Requirements

The Company and the Bank are subject to various regulatory capital requirements administered by the federal bank regulatory agencies. Failure to meet minimum capital requirements can initiate certain mandatory actions by regulators that could have a direct material effect on the Company’s financial statements. Under capital adequacy guidelines and/or the regulatory framework for prompt corrective action, which applies to the Bank only, both the Company and the Bank must meet specific capital guidelines that involve quantitative measures of assets, liabilities, and certain off-balance sheet items calculated pursuant to regulatory directives. Capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

Quantitative measures established by the Basel III Capital Rules, as adopted in the U.S., to ensure capital adequacy require the Company and the Bank to maintain minimum ratios of CET1 Risk-Based Capital, Tier 1 Risk-Based Capital, Total Risk-Based Capital, and Tier 1 Leverage Ratio, as defined in the regulations. CET1 capital consists of common stockholders’ equity, less deductions for goodwill and other intangible assets, and certain deferred tax adjustments. Under the Basel III Capital Rules, the Company has elected to opt-out of the requirement to include certain components of AOCI in CET1 capital. Tier 1 capital consists of CET1 capital plus preferred stock. Total capital consists of Tier 1 capital and Tier 2 capital, as defined in the regulations. Tier 2 capital includes qualifying subordinated debt and the permissible portion of the ACL.

Both the Company and the Bank were classified as “well-capitalized” at June 30, 2026, and at December 31, 2025.

The following tables provide information on the regulatory capital ratios for the Company and the Bank:


	June 30, 2026
	Actual		Minimum Requirement		Well Capitalized
(Dollars in thousands)	Amount	Ratio	Amount	Ratio	Amount	Ratio
Webster Financial Corporation
CET1 Risk-Based Capital	$ 6,826,758	11.71 %	$ 2,623,056	4.5 %	$ 3,788,859	6.5 %
Tier 1 Risk-Based Capital	7,110,737	12.20	3,497,408	6.0	4,663,211	8.0
Total Risk-Based Capital	8,254,693	14.16	4,663,211	8.0	5,829,014	10.0
Tier 1 Leverage Ratio	7,110,737	8.48	3,353,890	4.0	4,192,362	5.0
Webster Bank
CET1 Risk-Based Capital	$ 7,134,807	12.23 %	$ 2,625,165	4.5 %	$ 3,791,905	6.5 %
Tier 1 Risk-Based Capital	7,134,807	12.23	3,500,220	6.0	4,666,959	8.0
Total Risk-Based Capital	7,855,305	13.47	4,666,959	8.0	5,833,699	10.0
Tier 1 Leverage Ratio	7,134,807	8.51	3,351,691	4.0	4,189,614	5.0


	December 31, 2025
	Actual		Minimum Requirement		Well Capitalized
(Dollars in thousands)	Amount	Ratio	Amount	Ratio	Amount	Ratio
Webster Financial Corporation
CET1 Risk-Based Capital	$ 6,441,440	11.20 %	$ 2,588,039	4.5 %	$ 3,738,279	6.5 %
Tier 1 Risk-Based Capital	6,725,419	11.69	3,450,719	6.0	4,600,959	8.0
Total Risk-Based Capital	7,861,688	13.67	4,600,959	8.0	5,751,199	10.0
Tier 1 Leverage Ratio	6,725,419	8.33	3,230,039	4.0	4,037,549	5.0
Webster Bank
CET1 Risk-Based Capital	$ 7,007,352	12.19 %	$ 2,586,346	4.5 %	$ 3,735,833	6.5 %
Tier 1 Risk-Based Capital	7,007,352	12.19	3,448,461	6.0	4,597,948	8.0
Total Risk-Based Capital	7,720,373	13.43	4,597,948	8.0	5,747,435	10.0
Tier 1 Leverage Ratio	7,007,352	8.69	3,226,561	4.0	4,033,202	5.0

Dividend Restrictions

The Company is dependent upon dividends from the Bank to provide funds for the payment of dividends to stockholders and for other cash requirements. Dividends paid by the Bank are subject to various federal and state regulatory limitations. Express approval by the OCC is required if the effect of dividends declared would cause the regulatory capital of the Bank to fall below specified minimum levels or if the amount would exceed net income for that year combined with undistributed net income for the preceding two years. The Bank paid the Company dividends of $150.0 million and $450.0 million for the three and six months ended June 30, 2026, respectively, and $200.0 million and $300.0 million for the three and six months ended June 30, 2025, respectively, for which no express approval from the OCC was required.

Cash Restrictions

The Bank is required under Federal Reserve regulations to maintain cash reserve balances in the form of vault cash or deposits held at a FRB to ensure that it is able to meet customer demands. The reserve requirement ratio is subject to adjustment as economic conditions warrant. On March 26, 2020, the Federal Reserve reduced the reserve requirement ratios on all net transaction accounts to zero percent. As a result, the Bank has not been required to hold cash reserve balances since that date.

Note 11: Variable Interest Entities

The Company has an investment interest in the following entities that each meet the definition of a VIE. Information regarding the consolidation of VIEs can be found within Note 1: Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements contained in Part II - Item 8. Financial Statements and Supplementary Data of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Consolidated

Rabbi Trusts. The Company had established a Rabbi Trust to meet its obligations due under the Webster Bank Deferred Compensation Plan for Directors and Officers. The funding of this Rabbi Trust and the discontinuation of the Webster Bank Deferred Compensation Plan for Directors and Officers occurred during 2012. In 2025, the Company amended the Rabbi Trust that had been established for the Webster Bank Deferred Compensation Plan for Directors and Officers to also cover the funding of its obligations due under the Webster Bank Deferred Director Fee Plan. Further, in connection with the merger with Sterling Bancorp in 2022, the Company acquired assets held in separate Rabbi Trusts that had respectively established to fund obligations due under the Greater New York Savings Bank Directors’ Retirement Plan and the Sterling National Bank Nonqualified Deferred Compensation Plan (renamed as the Webster Bank Nonqualified Deferred Compensation Plan).

The Company is considered the primary beneficiary of these Rabbi Trusts as it has the power to direct the activities that most significantly impact their economic performance and it has the obligation to absorb losses and/or the right to receive benefits that could potentially be significant. The aggregate carrying value of the Company’s Rabbi Trust assets was $34.0 million at June 30, 2026, and $28.6 million at December 31, 2025, the majority of which are included in Accrued interest receivable and other assets on the accompanying Condensed Consolidated Balance sheets, with a portion also included in the Cash surrender value of life insurance policies. Investment earnings and changes in fair value, and changes in cash surrender value, are included in Other income and the Cash surrender value of life insurance policies, respectively, on the accompanying Condensed Consolidated Statements of Income. Additional information regarding the Rabbi Trusts’ investments reported at fair value can be found within Note 14: Fair Value Measurements.

Non-Consolidated

Low-Income Housing Tax Credit Investments. The Company makes non-marketable equity investments in entities that sponsor affordable housing and other community development projects that qualify for the LIHTC Program pursuant to Section 42 of the Internal Revenue Code. The purpose of these investments is to not only assist the Bank in meeting its responsibilities under the CRA, but also to provide a return, primarily through the realization of tax benefits. While the Company’s investment in an entity may exceed 50% of its outstanding equity interests, the entity is not consolidated as the Company is not the primary beneficiary. The Company has determined that it is not the primary beneficiary due to its inability to direct the activities that most significantly impact economic performance. The Company applies the proportional amortization method to subsequently measure its investments in qualified affordable housing projects.

The following table summarizes the Company’s LIHTC investments and related unfunded commitments:


(In thousands)	June 30, 2026	December 31, 2025
Gross investment in LIHTC investments	$ 1,657,194	$ 1,605,955
Accumulated amortization	(414,778)	(337,375)
Net investment in LIHTC investments	$ 1,242,416	$ 1,268,580

Unfunded commitments for LIHTC investments	$ 560,229	$ 634,092

The Company approved commitments to fund LIHTC investments of $51.2 million during the six months ended June 30, 2026, and $99.1 million during the six months ended June 30, 2025.

The aggregate carrying value of the Company’s LIHTC investments and the related unfunded commitments are included in Accrued interest receivable and other assets and Accrued expenses and other liabilities, respectively, on the accompanying Condensed Consolidated Balance Sheets. The Company’s maximum exposure to loss related to its LIHTC investments is generally the aggregate carrying value as of each reporting date. However, income tax credits recognized related to these investments are subject to recapture by taxing authorities for up to a period of 15 years based on compliance provisions that are required to be met at the project level.

The following table summarizes the amount of income tax credits, other income tax benefits, and investment amortization generated from the Company’s LIHTC investments, which are recognized as a component of income tax expense on the accompanying Condensed Consolidated Statements of Income:


	Three months ended June 30,		Six months ended June 30,
(In thousands)	2026	2025	2026	2025
Income tax credits and other income tax benefits from LIHTC investments	$ (48,314)	$ (40,093)	$ (98,015)	$ (81,799)
Investment amortization from LIHTC investments	39,050	34,611	77,403	66,672

Income tax credits and other income tax benefits, and investment amortization generated from the Company’s LIHTC investments, are included as a component of operating activities on the accompanying Condensed Consolidated Statements of Cash Flows.

Webster Statutory Trust I. The Company owns all the outstanding common stock of Webster Statutory Trust I, a financial vehicle that has issued, and in the future may issue, trust preferred securities. The Company is not the primary beneficiary of Webster Statutory Trust I. The only assets of Webster Statutory Trust I are junior subordinated debentures that are issued by the Company, which were acquired using the proceeds from the issuance of trust preferred securities and common stock. The junior subordinated debentures are included in Long-term debt on the accompanying Condensed Consolidated Balance Sheets, and the related interest expense is included in Long-term debt on the accompanying Condensed Consolidated Statements of Income. Additional information regarding these junior subordinated debentures can be found within Note 10: Borrowings in the Notes to Consolidated Financial Statements contained in Part II - Item 8. Financial Statements and Supplementary Data of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Multi-family Securitization Trusts. In 2024, the Company completed a multi-family securitization. The Company has determined that it is not the primary beneficiary of the multi-family securitization trusts since it does not have the power to direct the activities that would have the most significant impact on their economic performance. The Company’s maximum exposure related to the multi-family securitization trusts is $36.4 million, which represents its obligation to Freddie Mac to guarantee losses up to 12% of the aggregate UPB of the loans at the time of sale. The obligation is secured in full by an irrevocable letter of credit issued by the FHLB. Additional information regarding this multi-family securitization can be found within Note 2: Business Developments in the Notes to Consolidated Financial Statements contained in Part II - Item 8. Financial Statements and Supplementary Data of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Joint Venture with Marathon Asset Management. The Company, through its subsidiary MW Advisor Holding, LLC, owns a 50 percent interest in both MW Advisor, LLC and Marathon Direct Lending SLP, LLC. The Company (i) receives a management fee for investment advisory and other related services performed by MW Advisor, LLC on behalf of a certain investment fund formed in connection with the joint venture (the “Fund”), and (ii) may be entitled to receive certain special limited partner carried interest distributions through its interest in Marathon Direct Lending SLP, LLC, as the designated special limited partner of the Fund. The Company has determined that it is not the primary beneficiary of either MW Advisor, LLC, Marathon Direct Lending SLP, LLC, or the Fund since it does not have the power to make decisions or control the activities that would most significantly affect their economic performance.

The carrying value of the Company’s investment in MW Advisor, LLC and Marathon Direct Lending SLP, LLC, which is included in Accrued interest receivable and other assets on the accompanying Condensed Consolidated Balance Sheets, was not significant at June 30, 2026, and at December 31, 2025, and its maximum exposure to loss, which is equal to the carrying value plus contractual obligations to provide capital contributions in the future, if any, was also not significant.

Other Non-Marketable Investments. The Company invests in alternative investments comprising interests in non-public entities that cannot be redeemed since the investment is distributed as the underlying equity is liquidated. The ultimate timing and amount of these distributions cannot be predicted with reasonable certainty. For each of these alternative investments that is classified as a VIE, the Company has determined that it is not the primary beneficiary due to its inability to direct the activities that most significantly impact economic performance. The aggregate carrying value of the Company’s other non-marketable investments was $285.8 million at June 30, 2026, and $271.1 million at December 31, 2025, which is included in Accrued interest receivable and other assets on the accompanying Condensed Consolidated Balance Sheets, and its maximum exposure to loss, including unfunded commitments, was $411.7 million and $401.2 million, respectively. Additional information regarding other non-marketable investments can be found within Note 14: Fair Value Measurements.

Note 12: Earnings Per Common Share

The following table summarizes the calculation of basic and diluted earnings per common share:


	Three months ended June 30,		Six months ended June 30,
(In thousands, except per share data)	2026	2025	2026	2025
Net income	$ 256,789	$ 258,848	$ 503,020	$ 485,765
Less: Preferred stock dividends	4,162	4,162	8,325	8,325
Income allocated to participating securities	3,185	2,991	5,974	5,361
Net income applicable to common stockholders	$ 249,442	$ 251,695	$ 488,721	$ 472,079

Weighted-average common shares outstanding - basic	159,989	165,884	159,763	167,524
Add: Effect of dilutive stock options and restricted stock	194	247	254	329
Weighted-average common shares - diluted	160,183	166,131	160,017	167,853

Earnings per common share - basic	$ 1.56	$ 1.52	$ 3.06	$ 2.82
Earnings per common share - diluted	1.56	1.52	3.05	2.81

Earnings per common share is calculated under the two-class method in which all earnings, distributed and undistributed, are allocated to common stock and participating securities based on their respective rights to receive dividends. The Company may provide for the grant of stock options, stock appreciation rights, restricted stock, performance-based stock, and stock units to eligible employees and directors under its stock incentive plan. Holders of restricted stock are entitled to receive non-forfeitable dividends during the vesting period on a basis equivalent to the dividends paid to holders of common stock. These unvested awards meet the definition of participating securities.

Potential common shares from performance-based restricted stock that were not included in the computation of diluted earnings per common share because they were anti-dilutive under the treasury stock method were zero for the three and six months ended June 30, 2026, and 147,168 and zero for the three and six months ended June 30, 2025, respectively. Additional information regarding the issuance of stock awards under the Company’s stock incentive plan can be found within Note 19: Stock-Based Compensation Plans in the Notes to Consolidated Financial Statements contained in Part II - Item 8. Financial Statements and Supplementary Data of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Note 13: Derivative Financial Instruments

Derivative Positions and Offsetting

Derivatives Designated in Hedge Relationships. Interest rate swaps allow the Company to change the fixed or variable nature of an interest rate without the exchange of the underlying notional amount. Certain pay fixed/receive variable interest rate swaps are designated as cash flow hedges to effectively convert variable-rate debt into fixed-rate debt, whereas certain receive fixed/pay variable interest rate swaps are designated as fair value hedges to effectively convert fixed-rate debt into variable-rate debt. Certain purchased options are also designated as cash flow hedges, allowing the Company to limit the potential adverse impact of variable interest rates by establishing a cap rate or floor rate in exchange for an upfront premium. The purchased options designated as cash flow hedges represent interest rate caps where payment is received from the counterparty if interest rates rise above the cap rate, and interest rate floors where payment is received from the counterparty when interest rates fall below the floor rate. The maximum length of time over which forecasted transactions are hedged is 2.0 years.

Derivatives Not Designated in Hedge Relationships. The Company also enters into derivative transactions that are not designated in hedge relationships. The Company has a back-to-back swap program, whereby it enters into an interest rate swap with a qualified customer and simultaneously enters into an equal and opposite interest rate swap with a swap counterparty, to hedge interest rate risk. Derivative assets and derivative liabilities with the same counterparty are presented on a net basis when master netting agreements are in place.

The following tables present the notional amounts and fair values, including accrued interest, of derivative positions:


	June 30, 2026
	Asset Derivatives		Liability Derivatives
(In thousands)	Notional Amounts	Fair Value	Notional Amounts	Fair Value
Designated in hedge relationships:
Interest rate derivatives (1)	$ 1,750,000	$ 2,947	$ 3,750,000	$ 3,716
Not designated in hedge relationships:
Interest rate derivatives (1)	10,427,878	211,113	10,424,304	211,598
Mortgage banking derivatives	913	7	—	—
Other (2)	481,996	694	1,091,921	479
Total not designated in hedge relationships	10,910,787	211,814	11,516,225	212,077
Gross derivative financial instruments, before netting	$ 12,660,787	214,761	$ 15,266,225	215,793
Less: Master netting agreements		20,951		20,951
Cash collateral pledged		164,198		2,254
Total derivative financial instruments, after netting		$ 29,612		$ 192,588

	December 31, 2025
	Asset Derivatives		Liability Derivatives
(In thousands)	Notional Amounts	Fair Value	Notional Amounts	Fair Value
Designated in hedge relationships:
Interest rate derivatives (1)	$ 4,500,000	$ 6,258	$ 500,000	$ 403
Not designated in hedge relationships:
Interest rate derivatives (1)	9,989,160	223,685	9,989,160	222,794
Mortgage banking derivatives	4,032	67	—	—
Other (2)	412,075	191	1,014,621	517
Total not designated in hedge relationships	10,405,267	223,943	11,003,781	223,311
Gross derivative financial instruments, before netting	$ 14,905,267	230,201	$ 11,503,781	223,714
Less: Master netting agreements		65,063		65,063
Cash collateral pledged		84,056		12,053
Total derivative financial instruments, after netting		$ 81,082		$ 146,598

(1)The notional amounts of interest rate swaps that were centrally-cleared through clearing houses was $190.3 million at June 30, 2026, and $65.3 million at December 31, 2025, for asset derivatives, and zero at June 30, 2026, and $126.5 million at December 31, 2025, for liability derivatives. Interest rate swaps that are centrally-cleared through clearing houses are “settled-to-market” and considered a single unit of account. In accordance with their rule books, clearing houses record the variation margin transferred for settled-to-market derivatives as a legal settlement of the derivative contract (i.e., the variation margin legally settles the outstanding exposure, but does not result in any other change or reset of the contractual terms of the derivative). The fair values of the Company’s settled-to-market interest rate swaps are presented net on the accompanying Condensed Consolidated Balance Sheets and approximated zero at June 30, 2026, and at December 31, 2025.

(2)Other derivatives not designated in hedge relationships included foreign currency forward contracts related to lending arrangements, a Visa equity swap transaction, and risk participation agreements. The notional amount of risk participation agreements was $426.5 million at June 30, 2026, and $370.1 million at December 31, 2025, for asset derivatives, and $1.0 billion at June 30, 2026, and $965.4 million at December 31, 2025, for liability derivatives, all of which had immaterial related fair values.

The following tables represent the offsetting of derivative financial instruments that are subject to master netting agreements:


	June 30, 2026
	Gross Amounts of Recognized Assets/Liabilities	Gross Amounts Offset in the Statement of Financial Position	Net Amounts of Assets/Liabilities Presented in the Statement of Financial Position	Gross Amounts Not Offset in the Statement of Financial Position

(In thousands)				Financial Instruments	Cash Collateral Pledged	Net Amount
Asset derivatives	$ 195,704	$ 20,951	$ 174,753	$ —	$ 164,198	$ 10,555
Liability derivatives	23,205	20,951	2,254	—	2,254	—

	December 31, 2025
	Gross Amounts of Recognized Assets/Liabilities	Gross Amounts Offset in the Statement of Financial Position	Net Amounts of Assets/Liabilities Presented in the Statement of Financial Position	Gross Amounts Not Offset in the Statement of Financial Position

(In thousands)				Financial Instruments	Cash Collateral Pledged	Net Amount
Asset derivatives	$ 153,854	$ 65,063	$ 88,791	$ —	$ 84,056	$ 4,735
Liability derivatives	77,167	65,063	12,104	—	12,053	51

Derivative Activity

The following table summarizes the income statement effect of derivatives designated in hedge relationships:


	Recognized in	Three months ended June 30,		Six months ended June 30,
(In thousands)	Net Interest Income	2026	2025	2026	2025
Cash flow hedges:
Interest rate derivatives (1)	Interest and fees on loans and leases	$ 320	$ (2,689)	$ 656	$ (5,944)

(1)Additional information regarding the amounts recognized in net income related to cash flow hedge activities can be found within
Note 9: Accumulated Other Comprehensive (Loss), Net of Tax.

The following table summarizes the income statement effect of derivatives not designated in hedge relationships:


	Recognized in	Three months ended June 30,		Six months ended June 30,
(In thousands)	Non-interest Income	2026	2025	2026	2025
Interest rate derivatives	Other income	$ 2,952	$ 896	$ 6,816	$ (1,928)
Mortgage banking derivatives	Other income	(3)	(14)	(60)	(1)
Other	Other income	(226)	(4,020)	(1,111)	(5,007)
Total not designated in hedge relationships		$ 2,723	$ (3,138)	$ 5,645	$ (6,936)

Derivative Exposure. At June 30, 2026, the Company had $164.6 million of cash collateral received and $2.7 million of cash collateral posted included in Cash and due from banks on the accompanying Condensed Consolidated Balance Sheets. In addition, at June 30, 2026, the Company had $3.2 million in initial margin posted at clearing houses, which is included in Accrued interest receivable and other assets on the accompanying Condensed Consolidated Balance Sheets. The Company regularly evaluates the credit risk of its derivative customers, taking into account the likelihood of default, net exposures, and remaining contractual life, among other related factors. Credit risk exposure is mitigated as transactions with customers are generally secured by the same collateral of the underlying transactions. The current net credit exposure relating to customer derivatives was $19.1 million at June 30, 2026. The Company also monitors potential future exposure, which represents its best estimate of exposure to remaining contractual maturity. The potential future exposure relating to customer derivatives was $132.6 million at June 30, 2026. The Company has incorporated a credit valuation adjustment to reflect non-performance risk in the fair value measurement of its derivative financial instruments, which totaled $4.9 million at June 30, 2026, and $4.2 million at December 31, 2025. Various factors impact the change in the credit valuation adjustment over time, such as changes in the credit spreads of the contracted parties, and changes in market rates and volatilities, which can affect the total expected exposure of the derivative financial instruments.

Additional information regarding the Company’s accounting policies for derivative financial instruments can be found within Note 1: Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements contained in Part II - Item 8. Financial Statements and Supplementary Data of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Note 14: Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The determination of fair value may require the use of estimates when quoted market prices are not available. Fair value estimates made at a specific point in time are based on management’s judgments regarding future expected losses, current economic conditions, the risk characteristics of each financial instrument, and other subjective factors that cannot be determined with precision.

The framework for measuring fair value provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels within the fair value hierarchy are as follows:

•Level 1: Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access at the measurement date.

•Level 2: Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets, inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, rate volatility, prepayment speeds, and credit ratings), or inputs that are derived principally from or corroborated by market data, correlation, or other means.

•Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement. This includes certain pricing models or other similar techniques that require significant management judgment or estimation.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

Available-for-Sale Securities. When unadjusted quoted prices are available in an active market, the Company classifies its available-for-sale securities within Level 1 of the fair value hierarchy. When quoted market prices are not available, the Company employs an independent pricing service that utilizes matrix pricing to calculate fair value. These fair value measurements consider observable data, such as dealer quotes, market spreads, cash flows, yield curves, live trading levels, trade execution data, market consensus prepayment speeds, credit information, and the respective terms and conditions of debt instruments. Management maintains procedures to monitor the pricing service’s results and has a process in place to challenge their valuations and methodologies. Government agency debentures, Agency CMO, Agency MBS, Agency CMBS, Municipal bonds and notes, CMBS, Corporate debt, Private label MBS, and Other available-for-sale securities are classified within Level 2 of the fair value hierarchy.

Derivative Financial Instruments. The fair values presented for derivative financial instruments include any accrued interest. Foreign exchange contracts are valued based on unadjusted quoted prices in active markets and, accordingly, are classified within Level 1 of the fair value hierarchy. Except for mortgage banking derivatives, all other derivative financial instruments are valued using third-party valuation software, which considers the present value of cash flows discounted using observable forward rate assumptions. The resulting fair value is then validated against valuations performed by dealer counterparties. Credit valuation adjustments, which are included in the fair value of derivative financial instruments, utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by its counterparties. When credit valuation adjustments are significant to the overall fair value of a derivative financial instrument, the Company classifies that derivative financial instrument in Level 3 of the fair value hierarchy. Otherwise, derivative financial instruments are generally classified within Level 2 of the fair value hierarchy. The Company’s credit valuation adjustments were not considered significant to the overall fair value of its derivative financial instruments at June 30, 2026, and at December 31, 2025.

Mortgage Banking Derivatives. The Company uses forward sales of mortgage loans and mortgage-backed securities to manage the risk of loss associated with its mortgage loan commitments and mortgage loans held for sale. Prior to closing and funding certain single-family residential mortgage loans, an interest rate lock commitment is generally extended to the borrower. During this in-between time period, the Company is subject to the risk that market interest rates may change. If rates rise, investors generally will pay less to purchase mortgage loans, which would result in a reduction in the gain on sale of the loans, or possibly a loss. In an effort to mitigate this risk, forward delivery sales commitments are established in which the Company agrees to either deliver whole mortgage loans to various investors or issue mortgage-backed securities. The fair value of mortgage banking derivatives is determined based on current market prices for similar assets in the secondary market. Accordingly, mortgage banking derivatives are classified within Level 2 of the fair value hierarchy.

Loans Originated for Sale. The Company has elected to measure residential mortgage loans originated for sale at fair value under the fair value option per ASC Topic 825, Financial Instruments. Electing to measure residential mortgage loans originated for sale at fair value reduces certain timing differences and better reflects the price the Company would expect to receive from the sale of these loans. The fair value of residential mortgage loans originated for sale is based on quoted market prices of similar loans sold in conjunction with securitization transactions. Accordingly, residential mortgage loans originated for sale are classified within Level 2 of the fair value hierarchy.

The following table compares the fair value to the UPB of residential mortgage loans originated for sale:

June 30, 2026

December 31, 2025

(In thousands)

Fair Value

UPB

Difference

Fair Value

UPB

Difference

Originated loans held for sale

$ 444

$ 470

$ (26)

$ 2,142

$ 2,068

$ 74

Rabbi Trust Investments. Investments held in the Company’s Rabbi Trusts that are reported at fair value consist primarily of mutual funds that invest in equity and fixed income securities. Shares of these mutual funds are valued based on the NAV as reported by the trustee of the funds, which represents quoted prices in active markets. Accordingly, these investments are classified within Level 1 of the fair value hierarchy. The total cost basis of the investments held in the Company’s Rabbi Trusts that are reported at fair value was $12.8 million at June 30, 2026, and $11.2 million at December 31, 2025.

Alternative Investments. Equity investments have a readily determinable fair value when unadjusted quoted prices are available in an active market for identical assets. Accordingly, these alternative investments are classified within Level 1 of the fair value hierarchy. The Company did not have any equity investments with a readily determinable fair value at June 30, 2026, and at December 31, 2025.

Equity investments that do not have a readily determinable fair value may qualify for the NAV practical expedient if they meet certain requirements. The Company’s alternative investments measured at NAV consist of investments in non-public entities that cannot be redeemed since investments are distributed as the underlying equity is liquidated. Alternative investments measured at NAV are not classified within the fair value hierarchy. The Company’s alternative investments measured at NAV had a total carrying amount of $69.0 million at June 30, 2026, and $57.5 million at December 31, 2025, and a total remaining unfunded commitment of $56.2 million and $52.2 million, respectively.

Contingent Consideration. The Company recorded contingent consideration at fair value related to one earn‑out agreement associated with the SecureSave acquisition completed in December 2025. The earn‑out is based on total program deposits measured as of three future measurement dates, with a payment due only if total program deposits exceed the program deposit threshold and, if so, (i) equal to total program deposits multiplied by the applicable earn-out rate for the measurement dates on December 31, 2026, and December 31, 2027, and (ii) equal to the total program deposits in excess of the program deposit threshold multiplied by the earn-out rate for the measurement date on December 31, 2028. The contingent consideration is payable in cash up to an aggregate maximum of $35.0 million.

The following tables summarize the significant inputs used to derive the estimated fair value of the Company’s contingent consideration liabilities associated with the SecureSave acquisition (dollars in thousands):


	June 30, 2026
	Contractual Inputs			Unobservable Inputs
Measurement Date	Program Deposit Threshold	Earn-Out Rate	Aggregate Maximum Earn-Out	Projected Program Deposits	Discount Factor on Projected Program Deposits	Deposit Volatility	Payout Present Value Factor	Fair Value
December 31, 2026	$ 145,000	1.0 %	$ 35,000	$ 64,037	0.96	14.0 %	0.96	$ —
December 31, 2027	402,500	1.5	35,000	358,851	0.86	14.0	0.92	410
December 31, 2028	681,000	5.0	35,000	1,011,521	0.73	14.0	0.87	6,320


	December 31, 2025
	Contractual Inputs			Unobservable Inputs
Measurement Date	Program Deposit Threshold	Earn-Out Rate	Aggregate Maximum Earn-Out	Projected Program Deposits	Discount Factor on Projected Program Deposits	Deposit Volatility	Payout Present Value Factor	Fair Value
December 31, 2026	$ 145,000	1.0 %	$ 35,000	$ 146,700	0.92	14.0 %	0.94	$ 417
December 31, 2027	402,500	1.5	35,000	485,405	0.79	14.0	0.90	2,998
December 31, 2028	681,000	5.0	35,000	1,034,752	0.68	14.0	0.86	5,005

The estimated fair value of the SecureSave contingent consideration liability is measured on a recurring basis and determined using a Monte Carlo simulation which utilizes contractual inputs and management’s evaluation of unobservable inputs such as projected program deposits, discount factor on projected program deposits, deposit volatility, and the payout present value factor. The unobservable inputs, which are the responsibility of management and were initially calculated with the assistance of a third-party valuation specialist, are not observable, and accordingly, are classified within Level 3 of the fair value hierarchy.

Contingent consideration liabilities are included in Accrued expenses and other liabilities on the accompanying Condensed Consolidated Balance Sheets. Any fair value adjustments to contingent consideration liabilities are included in Other income on the accompanying Condensed Consolidated Statements of Income.

The following tables summarize the fair values of assets and liabilities measured at fair value on a recurring basis:


	June 30, 2026
(In thousands)	Level 1	Level 2	Level 3	Total
Financial Assets:
Available-for-sale securities:
Government agency debentures	$ —	$ 195,171	$ —	$ 195,171
Agency CMO	—	22,492	—	22,492
Agency MBS	—	5,312,381	—	5,312,381
Agency CMBS	—	3,742,196	—	3,742,196
Municipal bonds and notes	—	109,229	—	109,229
CMBS	—	880,553	—	880,553
Corporate debt	—	292,938	—	292,938
Private label MBS	—	35,939	—	35,939
Other	—	9,429	—	9,429
Total available-for-sale securities	—	10,600,328	—	10,600,328
Gross derivative financial instruments, before netting (1)	678	214,083	—	214,761
Originated loans held for sale	—	444	—	444
Investments held in Rabbi Trusts	16,154	—	—	16,154
Alternative investments measured at NAV (2)	—	—	—	69,042
Total financial assets	$ 16,832	$ 10,814,855	$ —	$ 10,900,729
Financial Liabilities:
Gross derivative financial instruments, before netting (1)	$ 408	$ 215,385	$ —	$ 215,793
Contingent consideration	—	—	6,730	6,730
Total financial liabilities	$ 408	$ 215,385	$ 6,730	$ 222,523


	December 31, 2025
(In thousands)	Level 1	Level 2	Level 3	Total
Financial Assets:
Available-for-sale securities:
Government agency debentures	$ —	$ 197,650	$ —	$ 197,650
Agency CMO	—	24,856	—	24,856
Agency MBS	—	5,057,273	—	5,057,273
Agency CMBS	—	3,526,010	—	3,526,010
Municipal bonds and notes	—	109,619	—	109,619
CMBS	—	718,412	—	718,412
Corporate debt	—	328,145	—	328,145
Private label MBS	—	38,052	—	38,052
Other	—	9,483	—	9,483
Total available-for-sale securities	—	10,009,500	—	10,009,500
Gross derivative financial instruments, before netting (1)	152	230,049	—	230,201
Originated loans held for sale	—	2,142	—	2,142
Investments held in Rabbi Trusts	15,415	—	—	15,415
Alternative investments measured at NAV (2)	—	—	—	57,549
Total financial assets	$ 15,567	$ 10,241,691	$ —	$ 10,314,807
Financial Liabilities:
Gross derivative financial instruments, before netting (1)	$ 417	$ 223,297	$ —	$ 223,714
Contingent consideration	—	—	8,420	8,420
Total financial liabilities	$ 417	$ 223,297	$ 8,420	$ 232,134

(1)Additional information regarding the impact of netting derivative assets and derivative liabilities, as well as the impact from offsetting cash collateral with the same derivative counterparties, can be found within Note 13: Derivative Financial Instruments.

(2)Certain alternative investments are recorded at NAV. Assets measured at NAV are not classified within the fair value hierarchy.

Assets Measured at Fair Value on a Non-Recurring Basis

The Company measures certain assets at fair value on a non-recurring basis. The following is a description of the valuation methodologies used for assets measured at fair value on a non-recurring basis.

Alternative Investments. The measurement alternative has been elected for alternative investments without readily determinable fair values that do not qualify for the NAV practical expedient. The measurement alternative requires investments to be measured at cost less impairment, if any, plus or minus adjustments resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. Accordingly, these alternative investments are classified within Level 2 of the fair value hierarchy.

The total carrying amount of the Company’s alternative investments for which the measurement alternative has been elected was $66.3 million at June 30, 2026, and $86.1 million at December 31, 2025, and of which, $2.8 million and $7.5 million respectively, were considered to be measured at fair value. There were $0.4 million in total write-ups due to observable price changes and $0.5 million in write-downs due to impairment during the six months ended June 30, 2026. In addition, during the six months ended June 30, 2026, the Company sold $3.3 million of alternative investments for which the measurement alternative has been elected for proceeds of $7.0 million, which resulted in total gains on sale of $3.7 million.

Loans Transferred to Held for Sale. Once a decision has been made to sell loans that were not previously classified as held for sale, these loans are transferred into the held for sale category and carried at the lower of cost or fair value, less estimated costs to sell. At the time of transfer and classification as held for sale, any amount by which cost exceeds fair value is accounted for as a valuation allowance. This activity generally pertains to loans with observable inputs and, therefore, are classified within Level 2 of the fair value hierarchy. However, should these loans include adjustments for changes in loan characteristics based on unobservable inputs, the loans would then be classified within Level 3 of the fair value hierarchy. Loans included on the Condensed Consolidated Balance Sheets that had been transferred to held for sale were $12.7 million at June 30, 2026, and at December 31, 2025.

Collateral Dependent Loans and Leases. Loans and leases for which repayment is substantially expected to be provided through the operation or sale of collateral are considered collateral dependent, and are valued based on the estimated fair value of the collateral, less estimated costs to sell at the reporting date, using customized discounting criteria. Accordingly, collateral dependent loans and leases are classified within Level 3 of the fair value hierarchy.

Other Real Estate Owned and Repossessed Assets. OREO and repossessed assets are held at the lower of cost or fair value and are considered to be measured at fair value when recorded below cost. The fair value of OREO is calculated using independent appraisals or internal valuation methods, less estimated selling costs, and may consider available pricing guides, auction results, and price opinions. Certain repossessed assets may also require assumptions about factors that are not observable in an active market when determining fair value. Accordingly, OREO and repossessed assets are classified within Level 3 of the fair value hierarchy. The total carrying amount of OREO and repossessed assets was $1.2 million at June 30, 2026, and $1.5 million at December 31, 2025. In addition, the amortized cost of consumer loans secured by residential real estate property that were in the process of foreclosure at June 30, 2026, was $8.2 million.

Estimated Fair Values of Financial Instruments

The Company is required to disclose the estimated fair values of certain financial instruments. The following is a description of the valuation methodologies used to estimate fair value for those assets and liabilities.

Cash and Cash Equivalents. Given the short time frame to maturity, the carrying amount of cash and cash equivalents, which is comprised of Cash and due from banks and Interest-bearing deposits, approximates fair value. Cash and cash equivalents are classified within Level 1 of the fair value hierarchy.

Held-to-Maturity Securities, net. When quoted market prices are not available, the Company employs an independent pricing service that utilizes matrix pricing to calculate fair value. These fair value measurements consider observable data, such as dealer quotes, market spreads, cash flows, yield curves, live trading levels, trade execution data, market consensus prepayment speeds, credit information, and the respective terms and conditions of debt instruments. Management maintains procedures to monitor the pricing service’s results and has a process in place to challenge their valuations and methodologies. Held-to-maturity securities, which include Agency CMO, Agency MBS, Agency CMBS, Municipal bonds and notes, and CMBS, are classified within Level 2 of the fair value hierarchy.

Loans and Leases, net. Except for collateral dependent loans and leases, the fair value of loans and leases held for investment is estimated using a discounted cash flow methodology, based on future prepayments and market interest rates inclusive of an illiquidity discount for comparable loans and leases. The associated cash flows are then adjusted for associated credit risks and other potential losses, as appropriate. Loans and leases, net are classified within Level 3 of the fair value hierarchy.

Deposit Liabilities. The fair value of deposit liabilities, which is comprised of non-interest-bearing demand deposits, interest-bearing checking, health savings, money market, and savings accounts, reflects the amount payable on demand at the reporting date. Deposit liabilities are classified within Level 2 of the fair value hierarchy.

Time Deposits. The fair value of fixed-maturity certificates of deposit is estimated by discounting contractual cash flows using current market rates for financial instruments with similar maturities. Time deposits are classified within Level 2 of the fair value hierarchy.

Securities Sold Under Agreements to Repurchase. The fair value of securities sold under agreements to repurchase that mature within 90 days approximates their carrying value. The fair value of securities sold under agreements to repurchase that mature after 90 days is estimated using a discounted cash flow methodology based on current market rates and adjusted for associated credit risks, as appropriate. Securities sold under agreements to repurchase are classified within Level 2 of the fair value hierarchy.

Federal Home Loan Bank Advances and Long-Term Debt. The fair value of FHLB advances and long-term debt is estimated using a discounted cash flow methodology in which discount rates are matched with the time period of the expected cash flows and adjusted for associated credit risks, as appropriate. FHLB advances and long-term debt are each classified within Level 2 of the fair value hierarchy.

The following table summarizes the carrying amounts, estimated fair values, and classifications within the fair value hierarchy for selected financial instruments:


	June 30, 2026		December 31, 2025
(In thousands)	Carrying Amount	Fair Value	Carrying Amount	Fair Value
Assets:
Level 1
Cash and cash equivalents	$ 2,722,427	$ 2,722,427	$ 2,449,525	$ 2,449,525
Level 2
Held-to-maturity securities, net	7,694,979	6,809,865	7,969,575	7,168,583
Level 3
Loans and leases, net	57,144,832	55,947,509	55,877,699	54,892,526
Liabilities:
Level 2
Deposit liabilities	$ 61,921,204	$ 61,921,204	$ 60,189,495	$ 60,189,495
Time deposits	8,362,249	8,341,022	8,570,318	8,553,998
Securities sold under agreements to repurchase	73,395	73,388	596,738	596,872
FHLB advances	3,661,246	3,655,761	2,980,718	2,978,201
Long-term debt (1)	737,171	783,839	739,454	791,945

(1)Any unamortized premiums/discounts, debt issuance costs, or basis adjustments to long-term debt, as applicable, are excluded from the determination of fair value.

Note 15: Segment Reporting

The Company’s operations are organized into three reportable segments that represent its differentiated lines of business: Commercial Banking, Healthcare Financial Services, and Consumer Banking. The Company’s CODM is the Chairman and Chief Executive Officer. The CODM uses income before income taxes and the provision for credit losses, referred to as PPNR, to allocate resources, including financial and capital resources, employees, and property, for each segment predominantly in the annual budget and forecasting process. The CODM considers budget-to-actual variances on a monthly basis when making decisions about allocating resources to the segments. The CODM also uses PPNR to assess the performance of each segment and in the compensation of certain employees.

Commercial Banking delivers financial solutions nationally to a wide range of companies, investors, government entities, and other public and private institutions. Commercial Banking helps its clients achieve their business and financial goals with expertise in Commercial Real Estate, Middle Market, Sponsor and Specialty Finance, Verticals and Regional Banking, Asset Based Lending and Commercial Services, and Treasury Management. Commercial Banking’s Private Banking team also pairs holistic wealth solutions, including tailored lending, with commercial banking services.

Healthcare Financial Services includes HSA Bank and Ametros. HSA Bank is one of the country’s largest providers of employee benefits solutions, including being one of the leading bank administrators of HSAs, emergency savings accounts, and flexible spending account administration services in 50 states. Ametros, the nation’s largest professional administrator of medical insurance claim settlements, helps individuals manage their ongoing medical care through their CareGuard service and proprietary technology platform.

Consumer Banking delivers customized financial solutions to individuals, families, and small to mid-sized businesses through its experienced relationship managers and wealth advisors across 194 banking centers located throughout the Northeast. Consumer Banking offers a full suite of deposit, lending, treasury management, and wealth management solutions. Consumer Banking also provides a fully digital banking experience through its mobile banking app and BrioDirect.

From time to time, the Company may make reclassifications among the reportable segments to more appropriately reflect management’s view of the business and/or based on changes in the Company’s organizational structure or product lines. Accordingly, the results derived are not necessarily comparable with similar financial information published by other financial institutions. Additionally, because of the interrelationships of the segments, the financial information presented is not indicative of how the segments would perform if they operated as independent entities.

Corporate and Reconciling Category

Certain Treasury activities and other corporate and functional divisions, such as information technology, human resources, risk management, bank operations, and the operations of interSYNC, and amounts required to reconcile non-GAAP profitability metrics to those reported in accordance with GAAP are included in the Corporate and Reconciling category.

In addition to the amounts required to reconcile non-GAAP profitability metrics (i.e., estimates for FTP, allocations of equity capital) to those reported in accordance with GAAP, revenues reported in the Corporate and Reconciling category also include income associated with certain Treasury activities, such as from sales of investments securities, extinguishments of borrowings, certain derivative transactions, and bank-owned life insurance policies, and immaterial revenues from contracts with customers attributable to interSYNC. Neither the Treasury function nor interSYNC operations meet the definition of an operating segment, and therefore, are not considered for determining reportable segments.

Total assets reported in the Corporate and Reconciling category consists primarily of cash and cash equivalents, investment securities, FHLB/FRB stock, and other assets. The ACL on loans and leases is also reported in Total assets in the Corporate and Reconciling category. A provision for credit losses is allocated from the Corporate and Reconciling category to Commercial Banking and Consumer Banking based on the expected loss content of their specific loan and lease portfolios over a 3-year period (non-GAAP). There is no provision for credit losses associated with Healthcare Financial Services since that segment does not originate nor acquire loans and leases. Business development expenses, which include acquisition-related expenses and other strategic initiatives and restructuring costs, are also generally included in the Corporate and Reconciling category.

Segment Reporting Methodology

The Company uses an internal profitability reporting system to generate PPNR by reportable segment, which is comprised of direct revenues, direct expenses, estimates for FTP, and allocations for equity capital, net operating costs and total support costs. Since the majority of each reportable segment’s revenue is interest, each segment’s interest revenue is reported net of its interest expense (“net interest income”). Estimates for FTP and allocations of equity capital and non-interest expense, certain of which are subjective in nature, are periodically reviewed and refined. Equity capital is allocated using a combination of risk-weighted asset and management assessment methodologies across the differentiated lines of business. Net operating costs and total support costs, which reflect costs for shared services and back-office support areas, are allocated using an activity and driver-based costing process. The full profitability measurement reports, which are prepared for each reportable segment and reviewed by the CODM on a monthly basis, reflect non-GAAP reporting methodologies. The differences between full profitability and GAAP results are reconciled in the Corporate and Reconciling category.

The goal of FTP is to encourage loan and deposit growth consistent with the Company’s overall profitability objectives. The FTP process considers the specific interest rate risk and liquidity risk of financial instruments, other assets, and other liabilities included in each reportable segment. Loans and deposits are assigned FTP rates, and segments are charged a cost to fund loans and are paid a credit for deposit funds provided. Consideration is given to the origination date and the earlier of the maturity date or the repricing date of a financial instrument to assign an FTP rate for loans and deposits originated each day. Overall, the FTP process reflects the transfer of interest rate risk exposure to the Treasury function included within the Corporate and Reconciling category, where such exposures are centrally managed.

Financial Information

The following table presents certain balance sheet financial information for the Company’s reportable segments:


	June 30, 2026
(In thousands)	Commercial Banking	Healthcare Financial Services	Consumer Banking	Corporate and Reconciling	Consolidated Total
Goodwill (1)	$ 1,960,363	$ 316,065	$ 622,035	$ —	$ 2,898,463
Total assets	47,487,049	524,356	13,948,059	23,989,175	85,948,639

	December 31, 2025
(In thousands)	Commercial Banking	Healthcare Financial Services	Consumer Banking	Corporate and Reconciling	Consolidated Total
Goodwill	$ 1,960,363	$ 315,124	$ 622,035	$ —	$ 2,897,522
Total assets	46,169,398	535,453	13,871,139	23,497,673	84,073,663

(1)The increase to goodwill reflects the effects of the measurement-period adjustments recorded during the first quarter of 2026 related to the acquisition of SecureSave in December 2025. Additional information regarding the SecureSave acquisition can be found within Note 2: Business Developments.

The following tables present certain income statement information for the Company’s reportable segments:


	Three months ended June 30, 2026
(In thousands)	Commercial Banking	Healthcare Financial Services	Consumer Banking	Totals
Net interest income	$ 324,871	$ 100,869	$ 209,231	$ 634,971
Non-interest income	34,416	31,242	25,408	91,066
Total segment revenues	359,287	132,111	234,639	726,037
Reconciliation of revenue:
Corporate and reconciling				13,954
Total consolidated revenues				739,991
Less:
Compensation and benefits	56,028	26,702	39,954
Occupancy (1)	—	—	14,401
Technology and equipment (1)	2,727	7,705	2,910
Marketing	—	—	2,125
Other segment items (2) (3)	57,288	26,464	69,868
Segment pre-tax, pre-provision net revenue	243,244	71,240	105,381	419,865
Reconciliation of pre-tax, pre-provision net revenue:
Corporate and reconciling				(64,836)
Total consolidated pre-tax, pre-provision net revenue				355,029
Total consolidated provision for credit losses				31,500
Total consolidated income before income taxes				323,529

(1)Occupancy and Technology and equipment include, in aggregate, depreciation expense of $0.3 million for Commercial Banking, $1.4 million for Healthcare Financial Services, and $3.0 million for Consumer Banking.

(2)Other segment items for each reportable segment includes:

•Commercial Banking--occupancy, marketing, outside professional services, loan workout expense, foreclosed property expense, other non-interest expense, allocated net operating costs, and allocated total support costs.

•Healthcare Financial Services--occupancy, marketing, outside professional services, other non-interest expense, allocated net operating costs, and allocated total support costs.

•Consumer Banking--outside professional services, loan workout expense, foreclosed property expense, other-non interest expense, allocated net operating costs, and allocated total support costs.

(3)Intangible assets amortization, which is a component of other non-interest expense presented in Other segment items, was $2.5 million for Commercial Banking, $3.7 million for Healthcare Financial Services, and $1.8 million for Consumer Banking.


	Three months ended June 30, 2025
(In thousands)	Commercial Banking	Healthcare Financial Services	Consumer Banking	Totals
Net interest income	$ 318,518	$ 97,625	$ 212,672	$ 628,815
Non-interest income	30,628	28,687	24,591	83,906
Total segment revenues	349,146	126,312	237,263	712,721
Reconciliation of revenue:
Corporate and reconciling				3,118
Total consolidated revenues				715,839
Less:
Compensation and benefits	50,807	24,171	37,285
Occupancy (1)	—	—	13,835
Technology and equipment (1)	2,336	7,524	2,917
Marketing	—	—	2,043
Other segment items (2) (3)	55,229	23,758	66,964
Segment pre-tax, pre-provision net revenue	240,774	70,859	114,219	425,852
Reconciliation of pre-tax, pre-provision net revenue:
Corporate and reconciling				(55,727)
Total consolidated pre-tax, pre-provision net revenue				370,125
Total consolidated provision for credit losses				46,500
Total consolidated income before income taxes				323,625

(1)Occupancy and Technology and equipment include, in aggregate, depreciation expense of $0.1 million for Commercial Banking, $1.5 million for Healthcare Financial Services, and $2.4 million for Consumer Banking.

(2)Other segment items for each reportable segment includes:

•Healthcare Financial Services--occupancy, marketing, outside professional services, other non-interest expense, allocated net operating costs, and allocated total support costs.

•Consumer Banking--outside professional services, loan workout expense, foreclosed property expense, other-non interest expense, allocated net operating costs, and allocated total support costs.

Intangible assets amortization, which is a component of other non-interest expense presented in Other segment items, was $2.7 million for Commercial Banking, $3.4 million for Healthcare Financial Services, and $1.8 million for Consumer Banking.


	Six months ended June 30, 2026
(In thousands)	Commercial Banking	Healthcare Financial Services	Consumer Banking	Totals
Net interest income	$ 651,848	$ 200,902	$ 417,554	$ 1,270,304
Non-interest income	66,585	65,464	48,597	180,646
Total segment revenues	718,433	266,366	466,151	1,450,950
Reconciliation of revenue:
Corporate and reconciling				24,907
Total consolidated revenues				1,475,857
Less:
Compensation and benefits	114,457	51,975	79,705
Occupancy (1)	—	—	28,602
Technology and equipment (1)	5,241	16,114	5,757
Marketing	—	—	3,480
Other segment items (2) (3)	114,666	54,534	137,981
Segment pre-tax, pre-provision net revenue	484,069	143,743	210,626	838,438
Reconciliation of pre-tax, pre-provision net revenue:
Corporate and reconciling				(126,652)
Total consolidated pre-tax, pre-provision net revenue				711,786
Total consolidated provision for credit losses				85,500
Total consolidated income before income taxes				626,286

(1)Occupancy and Technology and equipment include, in aggregate, depreciation expense of $0.6 million for Commercial Banking, $3.0 million for Healthcare Financial Services, and $5.8 million for Consumer Banking.

(2)Other segment items for each reportable segment includes:

•Healthcare Financial Services--occupancy, marketing, outside professional services, other non-interest expense, allocated net operating costs, and allocated total support costs.

•Consumer Banking--outside professional services, loan workout expense, foreclosed property expense, other-non interest expense, allocated net operating costs, and allocated total support costs.

(3)Intangible assets amortization, which is a component of other non-interest expense presented in Other segment items, was $5.0 million for Commercial Banking, $7.6 million for Healthcare Financial Services, and $3.6 million for Consumer Banking.


	Six months ended June 30, 2025
(In thousands)	Commercial Banking	Healthcare Financial Services	Consumer Banking	Totals
Net interest income	$ 637,641	$ 193,986	$ 414,736	$ 1,246,363
Non-interest income	59,586	58,077	50,795	168,458
Total segment revenues	697,227	252,063	465,531	1,414,821
Reconciliation of revenue:
Corporate and reconciling				5,816
Total consolidated revenues				1,420,637
Less:
Compensation and benefits	102,916	47,508	74,569
Occupancy (1)	—	—	28,183
Technology and equipment (1)	4,447	16,288	5,966
Marketing	—	—	4,025
Other segment items (2) (3)	107,591	47,377	132,957
Segment pre-tax, pre-provision net revenue	482,273	140,890	219,831	842,994
Reconciliation of pre-tax, pre-provision net revenue:
Corporate and reconciling				(111,715)
Total consolidated pre-tax, pre-provision net revenue				731,279
Total consolidated provision for credit losses				124,000
Total consolidated income before income taxes				607,279

(1)Occupancy and Technology and equipment include, in aggregate, depreciation expense of $0.1 million for Commercial Banking, $2.9 million for Healthcare Financial Services, and $5.0 million for Consumer Banking.

(2)Other segment items for each reportable segment includes:

•Healthcare Financial Services--occupancy, marketing, outside professional services, other non-interest expense, allocated net operating costs, and allocated total support costs.

•Consumer Banking--outside professional services, loan workout expense, foreclosed property expense, other-non interest expense, allocated net operating costs, and allocated total support costs.

(3)Intangible assets amortization, which is a component of other non-interest expense presented in Other segment items, was $5.5 million for Commercial Banking, $6.9 million for Healthcare Financial Services, and $3.6 million for Consumer Banking.

Note 16: Revenue from Contracts with Customers

The following tables summarize revenues recognized in accordance with ASC Topic 606, Revenue from Contracts with Customers. These disaggregated amounts, together with sources of other non-interest income that are subject to other GAAP topics, have been reconciled to non-interest income by reportable segment as presented within Note 15: Segment Reporting.



	Three months ended June 30, 2026
(In thousands)	Commercial Banking	Healthcare Financial Services	Consumer Banking	Corporate and Reconciling	Consolidated Total
Non-interest Income:
Deposit service fees	$ 5,019	$ 20,721	$ 16,457	$ 59	$ 42,256
Loan and lease related fees (1)	2,054	—	—	—	2,054
Wealth and investment services	3,312	—	4,220	(6)	7,526
Other (2)	—	10,049	416	461	10,926
Revenue from contracts with customers	10,385	30,770	21,093	514	62,762
Other sources of non-interest income	24,031	472	4,315	15,667	44,485
Total non-interest income	$ 34,416	$ 31,242	$ 25,408	$ 16,181	$ 107,247



	Three months ended June 30, 2025
(In thousands)	Commercial Banking	Healthcare Financial Services	Consumer Banking	Corporate and Reconciling	Consolidated Total
Non-interest Income:
Deposit service fees	$ 4,550	$ 20,282	$ 16,268	$ (166)	$ 40,934
Loan and lease related fees (1)	2,520	—	—	—	2,520
Wealth and investment services	3,353	—	4,432	(6)	7,779
Other (2)	—	8,077	416	(296)	8,197
Revenue from contracts with customers	10,423	28,359	21,116	(468)	59,430
Other sources of non-interest income	20,205	328	3,475	11,219	35,227
Total non-interest income	$ 30,628	$ 28,687	$ 24,591	$ 10,751	$ 94,657



	Six months ended June 30, 2026
(In thousands)	Commercial Banking	Healthcare Financial Services	Consumer Banking	Corporate and Reconciling	Consolidated Total
Non-interest Income:
Deposit service fees	$ 10,068	$ 41,657	$ 31,971	$ 75	$ 83,771
Loan and lease related fees (1)	4,155	—	—	—	4,155
Wealth and investment services	6,529	—	8,217	(11)	14,735
Other (2)	—	22,007	833	946	23,786
Revenue from contracts with customers	20,752	63,664	41,021	1,010	126,447
Other sources of non-interest income	45,833	1,800	7,576	27,054	82,263
Total non-interest income	$ 66,585	$ 65,464	$ 48,597	$ 28,064	$ 208,710

	Six months ended June 30, 2025
(In thousands)	Commercial Banking	Healthcare Financial Services	Consumer Banking	Corporate and Reconciling	Consolidated Total
Non-interest Income:
Deposit service fees	$ 9,289	$ 39,351	$ 31,562	$ (373)	$ 79,829
Loan and lease related fees (1)	4,745	—	—	—	4,745
Wealth and investment services	6,669	—	8,910	(11)	15,568
Other (2)	—	18,377	833	856	20,066
Revenue from contracts with customers	20,703	57,728	41,305	472	120,208
Other sources of non-interest income	38,883	349	9,490	18,333	67,055
Total non-interest income	$ 59,586	$ 58,077	$ 50,795	$ 18,805	$ 187,263

(1)A portion of Loan and lease related fees on the Condensed Consolidated Statements of Income is comprised of income generated from payroll financing activities that is within the scope of ASC Topic 606.

(2)Other income included in the Corporate and Reconciling category that is in scope of ASC Topic 606 is comprised entirely of immaterial fee revenue from contracts with customers attributable to interSYNC.

Major Revenue Streams

Deposit Service Fees. Deposit service fees consists of fees earned from commercial and consumer customer deposit accounts, such as account maintenance and cash management/analysis fees, as well as other transactional service charges (i.e., insufficient funds, wire transfers, stop payment fees, etc.). Performance obligations for account maintenance services and cash management/analysis fees are satisfied on a monthly basis at a fixed transaction price, whereas performance obligations for other deposit service charges that result from various customer-initiated transactions are satisfied at a point-in-time when the service is rendered. Payment for deposit service fees is generally received immediately or in the following month through a direct charge to the customers’ accounts. Certain commercial customer contracts include credit clauses, whereby the Company will grant credit upon the customer meeting pre-determined conditions, which can be used to offset fees. In addition, certain healthcare financial services contracts include revenue share clauses, whereby the Company will reduce or refund deposit service fees or make referral payments to attract and retain customers and their accounts. Such revenue share costs are recognized as a reduction to revenue in the period incurred. On occasion, the Company may also waive certain fees. Fee waivers are recognized as a reduction to revenue in the period the waiver is granted to the customer.

The deposit service fees revenue stream also includes interchange fees earned from debit and credit card transactions. The transaction price for interchange services is based on the transaction value and the interchange rate set by the card network. Performance obligations for interchange fees are satisfied at a point-in-time when the cardholders’ transaction is authorized and settled. Payment for interchange fees is generally received immediately or in the following month.

Loan and Lease Related Fees. Payroll finance non-interest income consists of fees earned from performing payroll financing and business process outsourcing services, including full back-office technology and tax accounting services, along with payroll preparation, making payroll tax payments, invoice billings, and collections for independently-owned temporary staffing companies nationwide. Performance obligations for payroll finance and business processing activities are either satisfied upon completion of the support services or as payroll remittances are made on behalf of customers to fund their employee payroll, which generally occurs on a weekly basis. The agreed-upon transaction price is based on a fixed-percentage per the terms of the contract. The Company also withholds an agreed-upon hold-back reserve, which may be applied to cover defaults or other amounts owed to the Company under the contract, and which is returnable to the customer upon termination of the contract provided that all contractual obligations have been fully satisfied. When the Company collects on amounts due from end consumers on behalf of its customers and at the time of financing payroll, the Company retains the agreed-upon transaction price payable for the performance of its services and remits an amount to the customer net of any advances and payroll tax withholdings, as applicable.

Wealth and Investment Services. Wealth and investment services consists of fees earned from asset management, trust administration, and investment advisory services, and through facilitating securities transactions. Performance obligations for asset management and trust administration services are satisfied on a monthly or quarterly basis at a transaction price based on a percentage of the period-end market value of the assets under administration. Payment for asset management and trust administration services is generally received a few days after period-end through a direct charge to the customers’ accounts. Performance obligations for investment advisory services are satisfied over the period in which the services are provided through a time-based measurement of progress, and the agreed-upon transaction price with the customer varies depending on the nature of the services performed. Performance obligations for facilitating securities transactions are satisfied at a point-in-time when the securities are sold at a transaction price that is based on a percentage of the contract value. Payment for both investment advisory services and facilitating securities transactions may be received in advance of the service, but generally is received immediately or in the following period, in arrears.

Other - Ametros. Other income for the Healthcare Financial Services segment primarily includes revenues recognized in connection with contracts with customers from the Ametros business. The nature of such revenue primarily pertains to income earned from arranging sales of in-network products and services, which is recognized at a point in time. Under the terms of these arrangements, the Company has determined that it acts in the capacity as an agent and, therefore, records revenue on a net basis. Other income related to Ametros also includes revenues earned from providing post-settlement medical management and compliance services, which are recognized over time.

The Company evaluates its contracts with Ametros customers for material rights, or options, to acquire additional goods or services for free or at a discount. The contracts for post-settlement medical management and compliance services contain renewal options that represent a material right, which is recognized as a separate performance obligation at the inception of the arrangement. The Company allocates the transaction price to material rights using the practical alternative, which allocates the transaction price to the services expected to be provided and the corresponding expected consideration. Material rights are recognized at the time the service is transferred or when the option expires.

In addition, a fixed, non-refundable fee that represents an advance payment for access to future services is initially deferred and subsequently amortized ratably over the estimated life expectancy of the member. The amount recognized in Other income during the three and six months ended June 30, 2026, and 2025, related to such contract liabilities was not significant.

Deferred Costs to Obtain Contracts and Contract Liabilities

Contracts with customers generated deferred costs to obtain contracts and contract liabilities of $8.7 million, and $26.7 million, respectively, at June 30, 2026, and $6.6 million and $25.3 million, respectively, at December 31, 2025. These balances pertained to contracts with customers from the Ametros business.

Note 17: Commitments and Contingencies

Credit-Related Financial Instruments

In the normal course of business, the Company offers financial instruments with off-balance sheet risk to meet the financing needs of its customers. These transactions include commitments to extend credit, standby letters of credit, and commercial letters of credit, which involve, to varying degrees, elements of credit risk.

The following table summarizes the outstanding amounts of credit-related financial instruments with off-balance sheet risk:


(In thousands)	June 30, 2026	December 31, 2025
Commitments to extend credit	$ 12,589,496	$ 12,517,384
Standby letters of credit	648,234	636,811
Commercial letters of credit	14,382	22,421
Total credit-related financial instruments with off-balance sheet risk	$ 13,252,112	$ 13,176,616

The Company enters into contractual commitments to extend credit to its customers (i.e., revolving credit arrangements, term loan commitments, and short-term borrowing agreements), generally with fixed expiration dates or other termination clauses and that require payment of a fee. Substantially all of the Company’s commitments to extend credit are contingent upon its customers maintaining specific credit standards at the time of loan funding, and are often secured by real estate or other collateral. Since the majority of the Company’s commitments typically expire without being fully funded, the total contractual amount does not necessarily represent the Company’s future payment requirements.

Standby letters of credit are written conditional commitments issued by the Company to guarantee its customers’ performance to a third party. In the event the customer does not perform in accordance with the terms of its agreement with a third-party, the Company would be required to fund the commitment. The contractual amount of each standby letter of credit represents the maximum amount of potential future payments the Company could be required to make. Historically, the majority of the Company’s standby letters of credit expire without being funded. However, if the commitment were funded, the Company has recourse against the customer. The Company’s standby letter of credit agreements are often secured by cash or other collateral.

Commercial letters of credit are issued to finance either domestic or foreign customer trade arrangements. As a general rule, drafts are committed to be drawn when the goods underlying the transaction are in transit. Similar to standby letters of credit, the Company’s commercial letter of credit agreements are often secured by the underlying goods subject to trade.

Allowance for Credit Losses on Unfunded Loan Commitments

The following table summarizes the activity in the ACL on unfunded loan commitments, which is recorded under the CECL methodology and provides for the unused portion of commitments to lend that are not unconditionally cancellable by the Company:


	Three months ended June 30,		Six months ended June 30,
(In thousands)	2026	2025	2026	2025
Balance, beginning of period	$ 22,879	$ 21,443	$ 24,117	$ 22,593
(Benefit) provision for credit losses	(1,584)	1,381	(2,822)	231
Balance, end of period	$ 21,295	$ 22,824	$ 21,295	$ 22,824

Litigation

The Company is subject to certain legal proceedings and unasserted claims and assessments in the ordinary course of business. Legal contingencies are evaluated based on information currently available, including advice of counsel and assessment of available insurance coverage. The Company establishes an accrual for specific legal matters when it determines that the likelihood of an unfavorable outcome is probable and the loss is reasonably estimable. Once established, each accrual is adjusted to reflect any subsequent developments. Legal contingencies are subject to inherent uncertainties, and unfavorable rulings may occur that could cause the Company to either adjust its litigation accrual or incur actual losses that exceed the current estimate, which ultimately could have a material adverse effect, either individually or in the aggregate, on its business, financial condition, or operating results. The Company will consider settlement of cases when it is in the best interest of the Company and its stakeholders. The Company intends to defend itself in all claims asserted against it, and management currently believes that the outcome of these contingencies will not be material, either individually or in the aggregate, to the Company or its consolidated financial position.

Federal Deposit Insurance Corporation Special Assessment

In November 2023, the FDIC issued a final rule implementing a special assessment for certain banks, based on the amount of estimated uninsured deposits reported as of December 31, 2022, to recover losses to the DIF associated with protecting uninsured depositors of Silicon Valley Bank and Signature Bank upon their failure in March 2023. Additional information regarding this special assessment imposed by the FDIC, including any changes to the Company’s special assessment estimate recognized from 2023, through 2025, can be found within Note 22: Commitments and Contingencies in the Notes to Consolidated Financial Statements contained in Part II - Item 8. Financial Statements and Supplementary Data of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

During the first quarter of 2026, the Company paid its eighth and final quarterly special assessment of $5.2 million and released the remaining $0.7 million of its related accrued liability. The Company continues to monitor the estimated loss attributable to the protection of uninsured depositors at Silicon Valley Bank and Signature Bank, which could impact the amount of its accrued liability. The FDIC plans to provide additional updates on future offsets or a one-time final shortfall special assessment collection, if any, through future invoices.

Note 18: Subsequent Events

The Company has evaluated subsequent events from the date of the Condensed Consolidated Financial Statements, and accompanying Notes thereto, through the date of issuance, and determined that, except for the approval received from the European Central Bank related to the proposed Transaction, as discussed in Note 2: Business Developments, no other significant events were identified requiring recognition or disclosure.

Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information and related notes are based on and should be read in conjunction with:

a.the historical audited consolidated financial statements of Santander Holdings USA, Inc. (“SHUSA” or the “Company”) and the related notes, and Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed on March 2, 2026;

b.the historical unaudited condensed consolidated financial statements of the Company and the related notes, and Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in the Company’s Quarterly Report on Form 10-Q for the six-month period ended June 30, 2026 filed on July 31, 2026;

c.the historical audited consolidated financial statements of Webster Financial Corporation (“Webster”) and the related notes included as Exhibit 99.1 to the Company’s 8-K filed on June 2, 2026; and

d.the historical unaudited condensed consolidated financial statements of Webster and the related notes included as Exhibit 99.1 to the Form 8-K/A to which this exhibit is attached.

The unaudited pro forma condensed combined financial information combines the historical consolidated financial position and results of operations of the Company and Webster as a result of the acquisition of Webster by Banco Santander, S.A. (“Santander”) and the contribution of Webster to SHUSA by Santander in exchange for no consideration and the subsequent merger of Webster with and into the Company (collectively, the “Transaction”). It is provided for illustrative information purposes only and is presented based on available information and certain assumptions that management believes are reasonable. The unaudited pro forma condensed combined financial information is not necessarily, and should not be assumed to be, an indication of the actual results that would have been achieved if the Transaction had been completed as of the dates indicated or that may be achieved in the future. The pro forma condensed combined financial information has been prepared by the Company in accordance with Regulation S-X Article 11, Pro Forma Financial Information, as amended by the final rule, Amendments to Financial Disclosures About Acquired and Disposed Businesses, as adopted by the SEC on May 21, 2020.

The unaudited pro forma condensed combined income statements for the six-month period ended June 30, 2026 and for the year ended December 31, 2025 have been prepared with the assumption that the Transaction was completed as of January 1, 2025. The unaudited pro forma condensed combined balance sheet as of June 30, 2026 has been prepared with the assumption that the Transaction was completed as of that date.

Exhibit 99.2

SANTANDER HOLDINGS USA, INC. AND SUBSIDIARIES

PRO FORMA CONDENSED COMBINED BALANCE SHEET

Unaudited (In thousands)


	SHUSA Historical as of		Webster Historical as of		Reclassifications Note 2		Pro Forma Adjustments		Note 5	Pro Forma as of
	June 30, 2026		June 30, 2026							June 30, 2026
ASSETS
Cash and cash equivalents(1)	$	11,381,591	$	2,722,427	$	(35,082)	$	—		$	14,068,936
Federal funds sold and securities purchased under resale agreements or similar arrangements(1)	9,440,137		—		374		—			9,440,511
Investment securities(2)	40,186,192		18,683,681		767,629		(1,174,160)		(a)	58,463,342
Loans held for investment (LHFI)	82,710,074		57,868,678		—		(1,467,489)		(b)	139,111,263
Allowance for loan and lease losses(“ALLL”)	(5,818,621)		(723,846)		—		(126,053)		(c)	(6,668,520)
Net LHFI	76,891,453		57,144,832		—		(1,593,542)			132,442,743
Loans held for sale	1,735,790		13,189		—		—			1,748,979
Premises and equipment, net(3)	908,188		429,266		(167,297)		156,604		(d)	1,326,761
Operating lease assets, net	6,605,992		—		—		—			6,605,992
Goodwill	2,766,665		2,898,463		—		3,441,893		(e)	9,107,021
Intangible assets, net	197,784		290,513		—		1,973,487		(f)	2,461,784
Bank-owned life insurance	2,052,765		1,300,458		—		—			3,353,223
Restricted cash(1)	7,240,924		—		34,862		—			7,275,786
Other assets(4)	5,130,968		2,465,810		(1,139,764)		157,263		(g), (h)	6,614,277
TOTAL ASSETS	$	164,538,449	$	85,948,639	$	(539,278)	$	2,961,545		$	252,909,355
LIABILITIES
Deposits and other customer accounts(5)	$	79,564,561	$	70,283,453	$	(146,382)	$	(18,216)	(i)	$	149,683,416
Federal funds purchased and securities loaned or sold under repurchase agreements	22,135,117		73,395		—		—			22,208,512
Trading liabilities	3,475,945		—		—		—			3,475,945
Borrowings and other debt obligations	32,744,295		4,398,417		—		(12,300)		(j)	37,130,412

Accounts payable, accrued expenses, and other liabilities(6)	8,118,860		1,432,625		(392,896)		(9,216)		(k)	9,149,373
TOTAL LIABILITIES	$	146,038,778	$	76,187,890	$	(539,278)	$	(39,732)		$	221,647,658

MEZZANINE EQUITY
Preferred stock (no par value; 2,000,000 shares outstanding)	$	2,000,000	$	—	$	—	$	—		$	2,000,000

STOCKHOLDER'S EQUITY
Preferred stock	$	—	$	283,979	$	—	$	(31,781)	(l)	$	252,198
Common stock and paid-in capital	17,275,965		6,152,136		—		6,357,692		(m)	29,785,793
Treasury stock	—		(1,070,425)		—		1,070,425		(m)	—
Accumulated other comprehensive loss, net of tax	(607,614)		(447,719)		—		447,719		(m)	(607,614)
(Accumulated deficit) / retained earnings	(168,680)		4,842,778		—		(4,842,778)		(m)	(168,680)


TOTAL STOCKHOLDER'S EQUITY	16,499,671		9,760,749		—		3,001,277			29,261,697
TOTAL LIABILITIES, MEZZANINE AND STOCKHOLDER'S EQUITY	$	164,538,449	$	85,948,639	$	(539,278)	$	2,961,545		$	252,909,355
(1) $34.7 million reclassified to restricted cash and $0.4 million reclassified to federal funds sold and securities purchased under resale agreements or similar arrangements.
(2) $1,327.9 million reclassified from other assets and $560.2 million reclassified from accounts payable, accrued expenses, and other liabilities.
(3) $167.3 million reclassified to other assets.
(4) $1,327.9 million reclassified to investment securities, $0.2 million reclassified to restricted cash, $167.3 million reclassified from premises and equipment, net, and $21.0 million of derivative assets and liabilities that were previously netted and are now presented gross.
(5) $146.4 million reclassified to accounts payable, accrued expenses, and other liabilities.
(6) $560.2 million reclassified to investments, $146.4 million reclassified from deposits and other customer accounts, and $21.0 million of derivative assets and liabilities that were previously netted and are now presented gross.

See accompanying notes to unaudited pro forma condensed combined financial statements.

Exhibit 99.2

SANTANDER HOLDINGS USA, INC. AND SUBSIDIARIES

PRO FORMA CONDENSED COMBINED INCOME STATEMENT

Unaudited (In thousands)


	SHUSA Historical for the six months ended		Webster Historical for the six months ended		Reclassifications Note 2		Pro Forma Adjustments		Note 6	Pro Forma for the six months ended
	June 30, 2026		June 30, 2026							June 30, 2026
INTEREST INCOME:
Loans	$	3,984,083	$	1,561,484	$	—	$	71,743	(a)	$	5,617,310
Interest-earning deposits(1)	316,542		—		47,938		—			364,480
Interest and fees on federal funds sold and securities purchased under resale agreements or similar arrangements	603,132		—		—		—			603,132
Investment securities(1)	869,196		446,171		(47,938)		72,171		(b)	1,339,600
TOTAL INTEREST INCOME	5,772,953		2,007,655		—		143,914			7,924,522
INTEREST EXPENSE:
Deposits and other customer accounts	884,184		643,493		—		2,882		(c)	1,530,559
Interest expense on federal funds purchased and securities loaned or sold under repurchase agreements	850,748		1,082		—		—			851,830
Interest expense on trading liabilities	89,661		—		—		—			89,661
Borrowings and other debt obligations	932,242		95,933		—		1,081		(d)	1,029,256
TOTAL INTEREST EXPENSE	2,756,835		740,508		—		3,963			3,501,306
NET INTEREST INCOME	3,016,118		1,267,147		—		139,951			4,423,216
Credit loss expense	678,978		85,500		—		—			764,478
NET INTEREST INCOME AFTER CREDIT LOSS EXPENSE	2,337,140		1,181,647		—		139,951			3,658,738

NON-INTEREST INCOME:
Consumer and commercial fees	233,293		119,755		—		—			353,048
Capital markets and foreign exchange income	421,488		—		—		—			421,488
Lease income	605,969		—		—		—			605,969
Miscellaneous income, net	300,883		88,955		—		—			389,838
TOTAL FEES AND OTHER INCOME	1,561,633		208,710				—			1,770,343
Securities gains, net	48,600		—		—		—			48,600
TOTAL NON-INTEREST INCOME	1,610,233		208,710		—		—			1,818,943
GENERAL, ADMINISTRATIVE AND OTHER EXPENSES:
Compensation and benefits	1,085,891		447,220		—		27,930		(e)	1,561,041
Occupancy and equipment expenses	323,235		39,235		—		3,190		(f)	365,660
Technology, outside service and marketing expense	405,374		153,725		—		—			559,099
Loan expense(2)	158,253		—		11,493		—			169,746
Lease expense	503,328		—		—		—			503,328

Other expenses(2)	229,531		123,891		(11,493)		149,271		(g)	491,200
TOTAL GENERAL, ADMINISTRATIVE AND OTHER EXPENSES	2,705,612		764,071		—		180,391			3,650,074
INCOME BEFORE INCOME TAX	1,241,761		626,286		—		(40,440)			1,827,607
Income tax provision	242,887		123,266				(10,110)		(h)	356,043


NET INCOME	$	998,874	$	503,020	$	—	$	(30,330)		$	1,471,564
(1) Reclassification of $47.9 million of interest on investments securities to interest-earning deposits.
(2) Reclassification of $11.5 million of other expenses to loan expense.

See accompanying notes to unaudited pro forma condensed combined financial statements.

Exhibit 99.2

SANTANDER HOLDINGS USA, INC. AND SUBSIDIARIES

PRO FORMA CONDENSED COMBINED INCOME STATEMENT

Unaudited (In thousands)


	SHUSA Historical for the year ended		Webster Historical for the year ended						Note 6	Pro Forma for the year ended
	December 31, 2025		December 31, 2025		Reclassifications Note 2		Pro Forma Adjustments			December 31, 2025
INTEREST INCOME:
Loans	$	8,356,608	$	3,122,773	$	—	$	181,902	(a)	$	11,661,283
Interest-earning deposits	920,487		—		87,870		—			1,008,357
Interest and fees on federal funds sold and securities purchased under resale agreements or similar arrangements	1,679,483		—		—		—			1,679,483
Investment securities	1,480,080		898,735		(87,870)		147,373		(b)	2,438,318
TOTAL INTEREST INCOME	12,436,658		4,021,508		—		329,275			16,787,441
INTEREST EXPENSE:
Deposits and other customer accounts	1,880,013		1,365,703		—		13,272		(c)	3,258,988
Interest expense on federal funds purchased and securities loaned or sold under repurchase agreements	2,210,270		3,298		—		—			2,213,568
Interest expense on trading liabilities	150,517		—		—		—			150,517
Borrowings and other debt obligations	2,242,993		154,613		—		2,161		(d)	2,399,767
TOTAL INTEREST EXPENSE	6,483,793		1,523,614		—		15,433			8,022,840
NET INTEREST INCOME	5,952,865		2,497,894		—		313,842			8,764,601
Credit loss expense	1,655,924		210,000		—		—			1,865,924
NET INTEREST INCOME AFTER CREDIT LOSS EXPENSE	4,296,941		2,287,894		—		313,842			6,898,677

NON-INTEREST INCOME:
Consumer and commercial fees	487,095		228,583		—		—			715,678
Capital markets and foreign exchange income	494,289		—		—		—			494,289
Lease income	1,631,032		—		—		—			1,631,032
Miscellaneous income, net	713,902		172,716		—		—			886,618
TOTAL FEES AND OTHER INCOME	3,326,318		401,299		—		—			3,727,617
Securities gains, net	154,705		220		—		—			154,925
TOTAL NON-INTEREST INCOME	3,481,023		401,519		—		—			3,882,542
GENERAL, ADMINISTRATIVE AND OTHER EXPENSES:
Compensation and benefits	2,138,311		821,748		—		69,598		(e)	3,029,657
Occupancy and equipment expenses	725,848		77,416		—		6,380		(f)	809,644
Technology, outside service and marketing expense	867,340		286,794		—		—			1,154,134
Loan expense	355,169		—		32,365		—			387,534
Lease expense	1,312,792		—				—			1,312,792

Other expenses	536,973		243,306		(32,365)		339,809		(g)	1,087,723
TOTAL GENERAL, ADMINISTRATIVE AND OTHER EXPENSES	5,936,433		1,429,264		—		415,787			7,781,484
INCOME BEFORE INCOME TAX	1,841,531		1,260,149		—		(101,945)			2,999,735
Income tax provision	196,373		257,347		—		(25,486)		(h)	428,234


NET INCOME	$	1,645,158	$	1,002,802	$	—	$	(76,459)		$	2,571,501
(1) Reclassification of $87.9 million of interest on investments securities to interest-earning deposits
(2) Reclassification of $32.4 million of other expenses to loan expense

See accompanying notes to unaudited pro forma condensed combined financial statements.

Exhibit 99.2

NOTES TO THE PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Note 1: Basis of Presentation

The accompanying unaudited pro forma condensed combined financial information and related notes have been prepared in accordance with Article 11 of Regulation S-X, Pro Forma Financial Information, as amended by the final rule, Amendments to Financial Disclosures About Acquired and Disposed Businesses, as adopted by the SEC on May 21, 2020.

Certain reclassifications were made to the balance sheet and income statements to align SHUSA and Webster accounting policies and financial statement presentation.

The unaudited pro forma condensed combined financial statements have been prepared to illustrate the effects of the Transaction under the acquisition method of accounting under the provisions of Accounting Standards Codification (“ASC”) Topic 805, Business Combinations. As described in the Form 8-K filed on August 20, 2026 (the “Prior Form 8-K”), Santander was the acquirer of Webster. Santander transferred its investment in Webster to the Company in the form of a capital contribution, and the Company recorded the assets acquired and liabilities assumed at Santander’s carrying value, which equals their estimated fair value as of the acquisition date. The fair value concepts applied are consistent with ASC Topic 820, Fair Value Measurement.

Pursuant to the Transaction, each share of Webster common stock issued and outstanding immediately prior to the merger of Webster with and into Webster Virginia Corporation was converted into the right to receive 2.0548 American depositary shares of Santander and $48.75 in cash, without interest.

Transaction costs associated with the Transaction are expected to be expensed as incurred by Santander and are not expected to be charged to the Company. Any excess of the purchase consideration and noncontrolling interest obtained over the estimated fair value of net assets acquired will be allocated to goodwill.

The pro forma allocation of the purchase price is based on preliminary estimates and assumptions and is subject to change. The Company has not completed the valuation analysis necessary to finalize the fair value estimates of Webster’s assets and liabilities. Preliminary estimates have been developed for certain intangible assets and select financial assets and liabilities. The final allocation of the purchase price will be completed by Santander within the 12-month measurement period following the acquisition date, in accordance with ASC Topic 805. A final determination of fair values will be based on Webster’s actual assets and liabilities as of the closing date of the Transaction and may differ materially from the preliminary estimates presented herein.

The unaudited pro forma condensed combined balance sheet as of June 30, 2026 combines the historical consolidated balance sheets of the Company and Webster, giving effect to the Transaction as if it had been completed on the June 30, 2026. The unaudited pro forma condensed combined income statements for the six months ended June 30, 2026 and for the year ended December 31, 2025 combine the historical consolidated income statements of the Company and Webster, giving effect to the Transaction as if it had been completed on January 1, 2025.

The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and is not necessarily indicative of the financial position or results of operations that would have been achieved had the Transaction been completed on the dates indicated, nor is it indicative of future results or financial position of the Company following the Transaction.

The pro forma financial information included herein does not reflect the issuance or maintenance of loss-absorbing instruments that may be required in connection with applicable total loss-absorbing capacity requirements.

Following the completion of the Transaction, the Company sold approximately $9.9 billion of acquired debt securities (classified as Securities available for sale on the unaudited pro forma condensed combined balance sheet) in an effort to optimize liquidity and funding risk management objectives. The unaudited pro forma condensed

Exhibit 99.2

combined balance sheet and unaudited pro forma condensed income statements presented here have not been adjusted to reflect any such completed or contemplated dispositions.

Note 2: Reclassification Adjustments

During the preparation of the unaudited pro forma condensed combined financial information, management performed an analysis of Webster’s financial information to identify differences in accounting policy and financial statement presentation as compared to the presentation of SHUSA. The unaudited proforma financial information above reflects Webster's historical balances reclassified to SHUSA's presentation based on this analysis.

Note 3: Total Consideration and Preliminary Purchase Price Allocation

The following table summarizes the allocation of the total purchase consideration to the fair value of identifiable tangible and intangible assets to be acquired and liabilities to be assumed as if the Transaction had been completed on June 30, 2026. The excess of Santander’s purchase price over the estimated fair value of net assets and noncontrolling interests obtained acquired and contributed to the Company will be recorded as goodwill.

Exhibit 99.2


(in thousands)
Consideration:
Common stock issued (329,846,439 shares)			$	4,673,924
Common stock awards converted			10,318
Cash paid			7,825,586
Fair value of Santander's consideration (1)			$	12,509,828



Fair value of assets: (2)
Cash and cash equivalents	$	2,687,345
Investment securities	18,277,150
Loans held for investment, net	55,551,290
Intangibles assets, net	2,264,000
All other assets (includes $158,383 of deferred taxes on purchase accounting fair value adjustments)	3,250,765
Total assets to be acquired	$	82,030,550
Fair value of liabilities: (2)
Deposits and other customer accounts	$	70,118,855
Federal funds purchased and securities loaned or sold under repurchase agreements	73,395
Borrowings and other debt obligations	4,386,117
Accounts payable, accrued expenses, and other liabilities	1,030,513
Total liabilities to be acquired	$	75,608,880

Less: Fair value of net assets to be acquired			6,421,670
Plus: Preferred stock acquired (3) (4)			252,198

Goodwill recognized(5)			$	6,340,356
(1) Actual amount transferred on August 20, 2026 pursuant to the Transaction as described in Note 1. (2) Asset and liability amounts as of June 30, 2026 inclusive of August 20, 2026 purchase accounting adjustments. (3) Represents fair value of non-controlling interest preferred stock for Santander recorded as equity for SHUSA. (4) Upon consummation of the Transaction, existing Webster preferred stock were redeemed and replaced with preferred stock issued SHUSA (5) Actual goodwill recognized on August 20, 2026 upon consummation of the Transaction was $6.5 billion.

Exhibit 99.2

Note 4: Identifiable Intangible Assets

Identifiable intangible assets are required to be measured at fair value. For purposes of these unaudited pro forma condensed combined financial statements, it is assumed that all assets will be used in a manner that represents their highest and best use. Amounts preliminarily allocated to identifiable intangibles may change significantly, which could result in a material change in amortization of acquired intangible assets. The following represents the amount and estimated useful lives of identifiable intangible assets:


(dollars in thousands)	Amount		Selected Useful Life
Identified intangible assets:
Core deposit intangibles - consumer and commercial	$	1,440,800	7-11 years
Core deposit intangibles - health savings accounts	517,200		8 years
Core deposit intangibles - workers comp administration funds	233,700		16 years
Customer relationships and other intangibles(1)	72,300		10 years
	$	2,264,000
(1) Includes $10.3 million of trade names which are indefinite-lived

Note 5: Balance Sheet Adjustments

The following pro forma adjustments have been reflected in the unaudited pro forma condensed combined balance sheet. All adjustments are based on preliminary assumptions and valuations, which are subject to change.

a.Fair value adjustment to investment securities to reflect a current market rate of interest as of June 30, 2026 for similar types of securities. A total discount of $2.0 billion, inclusive of an incremental discount of $1.2 billion, will be accreted into interest income over the estimated remaining life of the investment securities portfolio.

b.Fair value adjustment to LHFI to reflect a current market rate of interest for loans as of June 30, 2026 with similar terms, resulting in a non-credit discount of $1.5 billion, which will be accreted into interest income over the estimated remaining life of the loan portfolio.

c.Fair value adjustment to eliminate Webster’s ALLL of $723.8 million at June 30, 2026 and to record the Company’s preliminary estimate of credit losses for the loans to be acquired of $849.9 million. The Company adopted ASU 2025-08, Purchased Loans, and recorded its initial estimate of the allowance for credit losses using the gross-up method.

d.Fair value adjustment to premises and equipment to reflect a current market rate for fixed assets held.

e.Adjustment to reverse Webster’s existing goodwill of $2.9 billion, and to record preliminary estimated goodwill associated with the Transaction of $6.3 billion.

f.Fair value adjustment to eliminate Webster’s core deposit and other intangibles assets of $290.5 million at June 30, 2026 and record a core deposit intangible asset of $2.2 billion and customer relationships and other intangible assets of $72.3 million.

g.Adjustment to deferred tax assets calculated at the statutory rate in effect of 25.0% to reflect the impact of the fair value adjustments to the assets and liabilities acquired.

h.Adjustment to right of use asset for remeasurement using current market and management assumptions.

Exhibit 99.2

i.Fair value adjustment to time deposits calculated as the present value of contractual payments discounted at a market rate as of June 30, 2026.

j.Fair value adjustment to long-term debt calculated as the present value of contractual payments discounted at a market rate as of June 30, 2026.

k.Adjustments made upon remeasurement of the lease liability, benefit plans, unfunded commitment allowance and other immaterial adjustments. These items will be subsequently measured and treated in accordance with their respective GAAP Topics.

l.Preferred stock reflects the conversion of Webster’s Series F and Series G Preferred Stock into newly-issued series of the Company’s preferred stock with substantially the same terms. Fair value adjustment to preferred stock to reflect the market value of Webster’s Preferred Series F and G stock at the time of the Transaction.

m.Adjustment to record the capital contribution of Webster from Santander to the Company of $12.5 billion and to eliminate the additional paid-in capital of Webster and to eliminate components of Webster’s equity (common stock at par value, retained earnings, treasury stock and accumulated other comprehensive income).

The estimated amortization for the next five years for certain balance sheet adjustments is as follows:


Fiscal Year ($ in thousands)	Identified Intangible Assets		Investment Securities		Loans Held for Investment
2026	$	339,809	$	147,373	$	181,902
2027	286,348		143,525		137,207
2028	244,724		142,624		123,217
2029	231,539		136,394		111,405
2030	229,835		134,185		96,940

Note 6: Income Statement Adjustments

The following pro forma adjustments have been reflected in the unaudited pro forma condensed combined income statement. All adjustments are based on preliminary assumptions and valuations, which are subject to change.

a.Represents the accretion of the fair value adjustment on loans into interest income estimated based on maturity and effective interest rate of each loan.

b.Represents the accretion of the fair value adjustment on investment securities into interest income over a weighted average term of 9.8 years using the effective interest method at a weighted average interest rate return of 3.93%.

c.Represents the amortization of the fair value adjustment on time deposits based on contractual maturities using the straight-line method.

d.Represents the amortization of the fair value adjustment on long-term senior debt and subordinated debt over estimated terms of 3 and 9 years using the straight-line method.

e.Represents the increased amortization expense for unvested Webster equity awards replaced with Santander American depository shares upon acquisition.

Exhibit 99.2

f.Represents the amortization of the fair value adjustment on premise and equipment, net using the straight-line method.

g.Represents the amortization of the fair value of core deposit intangible assets utilizing an accelerated method, and customer relationships utilizing the straight-line method. Refer to Note 4 above for estimated amortization periods.

h.Represents the impact of pro forma adjustments to the income tax provision calculated at the statutory rate in effect.

Source: View Original Filing on SEC EDGAR

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