false
--12-31
0000811830
0000811830
2026-08-19
2026-08-19
0000811830
SNUS:PerpetualPreferredStockSeriesHMember
2026-08-19
2026-08-19
0000811830
SNUS:PerpetualPreferredStockSeriesIMember
2026-08-19
2026-08-19
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
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 |
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed-Rate Reset Non-Cumulative
Perpetual Preferred Stock, Series I |
SNUS PF I |
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 ☐
Introductory Note
This Current Report on Form 8-K is being filed
in connection with the completion on August 20, 2026 (the “Closing Date”) of the previously announced acquisition of
Webster Financial Corporation, a Delaware corporation (“Webster”), by Banco Santander, S.A., a Spanish sociedad
anónima (“Banco Santander”), pursuant to a transaction agreement dated February 3, 2026 (the “Transaction
Agreement”), by and among Banco Santander, Webster and a wholly-owned subsidiary of Webster incorporated in the State of Virginia
(“Webster Virginia”).
Among other things, the Transaction Agreement provides for the merger
of Webster with and into Webster Virginia, with Webster Virginia continuing as the surviving corporation in such merger transaction (the
“Reincorporation Merger”), and, immediately afterwards, the acquisition by Banco Santander of all outstanding shares
of Webster Virginia common stock through a statutory share exchange, all subject to the terms and conditions of the Transaction Agreement
(the “Share Exchange” and, together with the Reincorporation Merger, the “HoldCo Transactions”).
Item 1.01 Entry Into a Material Definitive
Agreement
On August 19, 2026, (i) Banco Santander and Santander
Holdings USA, Inc., a wholly-owned subsidiary of Banco Santander (“SHUSA”), entered into a share contribution agreement
(the “Contribution Agreement”) which, among other things, provides for the contribution of all outstanding shares of
Webster Virginia common stock to SHUSA immediately following completion of the HoldCo Transactions (the “Webster Virginia Contribution”),
subject to the terms and conditions of such agreement and (ii) SHUSA and Webster Virginia entered into an agreement which, among other
things, provides for the merger of Webster Virginia with and into SHUSA immediately following the Webster Virginia Contribution (the “IHC
Merger”), subject to the terms and conditions of such agreement (the “IHC Agreement and Plan of Merger”)
and the Virginia Stock Corporation Act.
The foregoing descriptions of the Contribution Agreement and the IHC
Agreement and Plan of Merger do not purport to be complete and are qualified in their entirety by reference to the full text of the Contribution
Agreement and the IHC Agreement and Plan of Merger, respectively, which are attached hereto as Exhibits 2.2 and 2.3, respectively, and
are incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition
of Assets
The information set forth in the Introductory Note and Item 1.01 of
this Current Report on Form 8-K is incorporated herein by reference.
The HoldCo Transactions were consummated on the Closing Date,
and, as a result, Banco Santander acquired all outstanding shares of Webster common stock. Pursuant to the terms and conditions of
the Transaction Agreement, each share of Webster common stock issued and outstanding immediately prior to the effective time of the
Reincorporation Merger was exchanged into the right to receive from Banco Santander 2.0548 Banco Santander American Depositary
Shares and $48.75 in cash, without interest. Upon the closing of the HoldCo Transactions, Webster Virginia, the successor by merger
to Webster, became a wholly-owned subsidiary of Banco Santander.
In addition, at the effective time of the Reincorporation Merger, (i)
each share of 5.25% Non-Cumulative Perpetual Preferred Stock, Series F, par value $0.01 per share, of Webster (the “Webster Series
F Preferred Stock”) issued and outstanding immediately prior to the effective time of the Reincorporation Merger (other than
shares held in treasury) was automatically converted into one share of 5.25% Non-Cumulative Perpetual Preferred Stock, Series A, par value
$0.01 per share, of Webster Virginia (the “Webster Virginia Series A Preferred Stock”), (ii) each depositary share
representing a 1/1000th interest in a share of the Webster Series F Preferred Stock (the “Webster Series F Depositary
Shares”) became a depositary share representing a 1/1000th interest in a share of the Webster Virginia Series a
Preferred Stock (the “Webster Virginia Series A Depositary Shares”), (iii) each share of 6.50% Non-Cumulative Perpetual
Preferred Stock, Series G, par value $0.01 per share, of Webster (the “Webster Series G Preferred Stock”) issued and
outstanding immediately prior to the effective time of the Reincorporation Merger (other than shares held in treasury) was automatically
converted into one share of 6.50% Non-Cumulative Perpetual Preferred Stock, Series B, par value $0.01 per share, of Webster Virginia (the
“Webster Virginia Series B Preferred Stock”) and (iv) each depositary share representing a 1/40th interest
in a share of the Webster Series G Preferred Stock (the “Webster Series G Depositary Shares”) became a depositary share
representing a 1/40th interest in a share of the Webster Virginia Series B Preferred Stock (the “Webster Virginia
Series B Depositary Shares”).
Immediately following the completion of the HoldCo Transactions, pursuant
to the Contribution Agreement and the IHC Agreement and Plan of Merger described in Item 1.01 above, Banco Santander contributed all outstanding
shares of Webster Virginia common stock to SHUSA, and immediately following the completion of the Webster Virginia Contribution, Webster
Virginia was merged with and into SHUSA, with SHUSA continuing as the surviving corporation in the IHC Merger. In addition, at the effective
time of the IHC Merger, (i) each share of Webster Virginia Series A Preferred Stock issued and outstanding immediately prior to the effective
time of the IHC Merger (other than shares held in treasury) was automatically converted into the right to receive one share of Fixed-Rate
Reset Non-Cumulative Perpetual Preferred Stock, Series H, par value $0.01 per share, of SHUSA (the “Series H Preferred
Stock”), (ii) each Webster Virginia Series A Depositary Share became a depositary share representing a 1/1000th interest
in a share of the Series H Preferred Stock (the “Series H Depositary Shares”), (iii) each share of Webster Virginia
Series B Preferred Stock issued and outstanding immediately prior to the effective time of the IHC Merger (other than shares held in treasury)
was automatically converted into the right to receive one share of Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock,
Series I, par value $0.01 per share, of SHUSA (the “Series I Preferred Stock” and, together with the Series H Preferred
Stock, the “SHUSA Preferred Stock”) and (iv) each Webster Virginia Series B Depositary Share became a depositary share
representing a 1/40th interest in a share of the Series I Preferred Stock (the “Series I Depositary Shares”).
Immediately following the IHC Merger, pursuant to an agreement
and plan of merger dated March 30, 2026 (as amended, the “WBNA Agreement and Plan of Merger”), by and among
SHUSA, Santander Bank, National Association, a wholly-owned subsidiary of SHUSA (“SBNA”), and Webster Bank,
National Association, a wholly-owned subsidiary of Webster (“WBNA”), WBNA was merged with and into SBNA, with
SBNA being the surviving bank of such merger (the “Bank Merger” and, together with the HoldCo Transactions, the
Webster Virginia Contribution and the IHC Merger, the “Transaction”).
The foregoing descriptions of the Transaction Agreement, the Contribution
Agreement, the IHC Agreement and Plan of Merger and the WBNA Agreement and Plan of Merger and the transactions contemplated thereby do
not purport to be complete and are qualified in their entirety by reference to the Transaction Agreement, the Contribution Agreement,
the IHC Agreement and Plan of Merger and the WBNA Agreement and Plan of Merger, respectively, which are attached hereto as Exhibits 2.1,
2.2, 2.3 and 2.4, respectively, and are incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant
The information set forth in the Introductory Note and Item 2.01 of
this Current Report on Form 8-K is incorporated herein by reference.
Senior Notes
In connection with the completion of the Transaction, SHUSA assumed
Webster Virginia’s obligations under that certain senior debt indenture, dated as of March 25, 2019 (the “Senior Notes
Base Indenture”), between Webster and The Bank of New York Mellon, as Trustee, as amended and supplemented by a supplemental
indenture dated as of March 25, 2019 (the “Senior Notes First Supplemental Indenture”) and a second supplemental indenture
dated as of August 20, 2026 (the “Senior Notes Second Supplemental Indenture” and, together with the Senior Notes Base
Indenture and the Senior Notes First Supplemental Indenture, the “Senior Notes Indenture”).
The assumption was effected by means of a third supplemental indenture,
dated as of August 20, 2026, by and among SHUSA, Webster Virginia and The Bank of New York Mellon, as Trustee (the “Senior Notes
Third Supplemental Indenture”), pursuant to which SHUSA assumed all obligations of Webster Virginia on all outstanding 4.100%
Senior Notes due 2029 (the “Senior Notes”) under the Senior Notes Indenture and succeeded to, and was substituted for,
Webster Virginia under the Senior Notes Indenture with the same effect as if SHUSA had originally been named in the Senior Notes Indenture
as the issuer thereunder.
The Senior Notes bear interest at a fixed rate of 4.100% per annum,
payable semiannually in arrears on March 25 and September 25 of each year, through March 25, 2029. The Senior Notes mature on
March 25, 2029 and may be redeemed at such times and on such terms as provided in the Senior Notes Indenture.
The foregoing description of the Senior Notes Base Indenture, the Senior
Notes First Supplemental Indenture, the Senior Notes Second Supplemental Indenture, the Senior Notes Third Supplemental Indenture and
the Senior Notes does not purport to be complete and is qualified in its entirety by reference to the full text of the Senior Notes Base
Indenture, the Senior Notes First Supplemental Indenture, the Senior Notes Second Supplemental Indenture, the Senior Notes Third Supplemental
Indenture and the form of Senior Notes, which are attached hereto as Exhibits 4.1, 4.2, 4.3, 4.4 and 4.5, respectively, and are incorporated
herein by reference.
Subordinated Notes
In connection with the completion of the Transaction, SHUSA assumed
Webster Virginia’s obligations under that certain subordinated debt indenture dated as of September 11, 2025 (the “Subordinated
Notes Base Indenture”), between Webster and U.S. Bank Trust Company, National Association, as Trustee, as amended and supplemented
by a first supplemental indenture dated as of September 11, 2025 (the “Subordinated Notes First Supplemental Indenture”),
and a second supplemental indenture dated as of August 20, 2026 (the “Subordinated Notes Second Supplemental Indenture”
and, together with the Subordinated Notes Base Indenture and the Subordinated Notes First Supplemental Indenture, the “Subordinated
Notes Indenture”).
The assumption was effected by means of a third supplemental indenture,
dated as of August 20, 2026, by and among SHUSA, Webster Virginia and U.S. Bank Trust Company, National Association, as Trustee (the “Subordinated
Notes Third Supplemental Indenture”), pursuant to which SHUSA assumed all obligations of Webster Virginia on all outstanding
5.784% Fixed Rate Reset Subordinated Notes due 2035 (the “Subordinated Notes”) under the Subordinated Notes Indenture
and succeeded to, and was substituted for, Webster Virginia under the Subordinated Notes Indenture with the same effect as if SHUSA had
originally been named in the Subordinated Notes Indenture as the issuer thereunder.
The Subordinated Notes bear interest at a fixed rate of 5.784% per
annum, payable semi-annually in arrears on March 11 and September 11 of each year, through September 11, 2030. From and including September
11, 2030 to, but excluding, the date of maturity or the date of earlier redemption, the Subordinated Notes bear interest at a rate per
annum equal to the U.S. Treasury Rate for a five-year maturity as of the date that is three business days prior to September 11,
2030 plus 212.5 basis points, payable semi-annually in arrears on March 11 and September 11 of each year. If the interest rate between
September 11, 2030 and the date of maturity or the date of earlier redemption would be less than zero, the interest rate during such period
shall be deemed to be zero. The Subordinated Notes mature on September 11, 2035 and may be redeemed at such times and on such terms as
provided in the Subordinated Notes Indenture.
The foregoing description of the Subordinated Notes Base Indenture,
the Subordinated Notes First Supplemental Indenture, the Subordinated Notes Second Supplemental Indenture, the Subordinated Notes Third
Supplemental Indenture and the Subordinated Notes does not purport to be complete and is qualified in its entirety by reference to the
full text of the Subordinated Notes Base Indenture, the Subordinated Notes First Supplemental Indenture, the Subordinated Notes Second
Supplemental Indenture, the Subordinated Notes Third Supplemental Indenture and the form of Subordinated Notes, which are attached hereto
as Exhibits 4.6, 4.7, 4.8, 4.9 and 4.10, respectively, and are incorporated herein by reference.
Junior Subordinated Debentures
In connection with the completion of the Transaction, SHUSA assumed
Webster Virginia’s obligations under that certain floating rate junior subordinated indenture dated as of September 17, 2003 (the
“Junior Subordinated Base Indenture”), between Webster and U.S. Bank National Association, as Trustee (to which U.S.
Bank Trust Company, National Association as successor-in-interest), as amended and supplemented by a first supplemental indenture dated
as of August 20, 2026 (the “Junior Subordinated First Supplemental Indenture” and, together with the Junior Subordinated
Base Indenture, the “Junior Subordinated Indenture”).
The assumption was effected by means of a second supplemental indenture,
dated as of August 20, 2026, by and among SHUSA, Webster Virginia and U.S. Bank Trust Company, National Association, as successor-in-interest
to U.S. Bank National Association, as Trustee (the “Junior Subordinated Second Supplemental Indenture”), pursuant to
which SHUSA (i) assumed the due and punctual payment of the principal of (and premium, if any) and interest on, all of the Floating Rate
Junior Subordinated Deferrable Interest Debentures due 2033 (the “Junior Subordinated Debentures”) in accordance with
their terms, and the due and punctual performance and observance of all the covenants and conditions to be kept or performed by Webster
Virginia under the Junior Subordinated Indenture, all as if SHUSA were the issuer thereunder, and (ii) succeeded to, and was substituted
for, Webster Virginia under the Junior Subordinated Indenture with the same effect as if SHUSA had originally been named in the Junior
Subordinated Indenture as the issuer thereunder.
The Junior Subordinated Debentures bear interest at a rate equal to
the 3-Month Secured Overnight Financing Rate plus a credit spread adjustment plus 2.95% per annum, payable quarterly in arrears on March
17, June 17, September 17 and December 17 of each year, as determined in the Junior Subordinated Indenture. The Junior Subordinated Debentures
mature on September 17, 2033 and may be redeemed at such times and on such terms as provided in the Junior Subordinated Indenture.
The foregoing description of the Junior Subordinated Base Indenture,
the Junior Subordinated First Supplemental Indenture, the Junior Subordinated Second Supplemental Indenture and the Junior Subordinated
Debentures does not purport to be complete and is qualified in its entirety by reference to the full text of the Junior Subordinated Base
Indenture, the Junior Subordinated First Supplemental Indenture, the Junior Subordinated Second Supplemental Indenture and the form of
Junior Subordinated Debentures, which are attached hereto as Exhibits 4.11, 4.12, 4.13 and 4.14, respectively, and are incorporated herein
by reference.
Item 3.03 Material Modification to Rights of Security Holders
The information set forth in the Introductory Note and Item 2.01 of
this Current Report on Form 8-K is incorporated herein by reference.
In connection with the IHC Merger, SHUSA filed Articles of Amendment
to its Amended and Restated Articles of Incorporation with the Virginia State Corporation Commission, establishing the terms of the SHUSA
Preferred Stock. The Articles of Amendment to the Amended and Restated Articles of Incorporation became effective at the effective time
of the IHC Merger, upon which SHUSA issued (i) 6,000 shares of Series H Preferred Stock, collectively represented by 6,000,000 Series
H Depositary Shares, and (ii) 135,000 shares of Series I Preferred Stock, collectively represented by 5,400,000 Series I Depositary Shares.
Each holder of a Series H Depositary Share and a Series I Depositary Share is entitled to the proportional rights of a share of Series
H Preferred Stock and Series I Preferred Stock, respectively.
In connection with the issuance of the SHUSA Preferred Stock, on July
16, 2026, (a) SHUSA, Webster, Webster Virginia and Broadridge Corporate Issue Solutions, Inc. entered into the first amendment (the “First
Amendment to the Series H Deposit Agreement”) to that certain Deposit Agreement, dated as of December 12, 2017, by and among
Webster, Broadridge and the holders from time to time of the depositary receipts described therein in respect of the Webster Series F
Depositary Shares (the “Original Series H Deposit Agreement”), by means of which, effective upon completion of the
IHC Merger, SHUSA became the legal successor-in-interest to Webster Virginia, which in turn immediately prior thereto became the legal
successor-in-interest to Webster, and SHUSA assumed all of the rights and obligations of Webster under such deposit agreement; and (b)
SHUSA, Webster, Webster Virginia and Broadridge Corporate Issue Solutions, Inc. entered into the third amendment (the “Third
Amendment to the Series I Deposit Agreement”) to that certain Deposit Agreement, dated as of March 19, 2013, by and among Astoria
Financial Corporation (“Astoria”), Computershare Shareowner Services, LLC, as Depositary, and the holders from time
to time of the depositary receipts described therein (the “Original Series I Deposit Agreement”), as amended by that
certain First Amendment to Deposit Agreement, dated as of October 2, 2017, by and among Sterling Bancorp, successor-in-interest to Astoria,
and Computershare Inc., successor-in-interest to Computershare Shareowner Services, LLC (the “First Amendment to the Series I
Deposit Agreement”), as further amended by that certain Second Amendment to Deposit Agreement, dated as of January 21, 2022,
by and among Webster, Sterling Bancorp, Broadridge and Computershare Inc. (the “Second Amendment to the Series I Deposit Agreement”),
by means of which, effective upon completion of the IHC Merger, SHUSA became the legal successor-in-interest to Webster Virginia, which
in turn immediately prior thereto became the legal successor-in-interest to Webster, and SHUSA assumed all of the rights and obligations
of Webster under such deposit agreement.
Broadridge Corporate Issue Solutions, Inc., as depositary, is the sole
holder of shares of Series H Preferred Stock and Series I Preferred Stock. The holders of Series H Depositary Shares and Series I Depositary
Shares are required to exercise their proportional rights in the Series H Preferred Stock and the Series I Preferred Stock through the
depositary.
With respect to the payment of dividends and distributions upon liquidation,
dissolution or winding-up of SHUSA’s business and affairs, the Series H Preferred Stock ranks (i) senior to SHUSA’s common
stock and each other series of preferred stock SHUSA may issue (unless expressly provided otherwise), (ii) pari passu with each
other series of SHUSA’s preferred stock which is expressly provided to rank pari passu with the Series H Preferred Stock
and (iii) junior to all existing and future indebtedness and other non-equity claims on SHUSA, and to each other series of SHUSA’s
preferred stock which is expressly provided to rank senior to the Series H Preferred Stock.
The Series H Preferred Stock is not convertible into, or exchangeable
for, shares of any other class or series of SHUSA’s capital stock or other securities. The Series H Preferred Stock is perpetual
and has no maturity date.
With respect to the payment of dividends and distributions upon liquidation,
dissolution or winding-up of SHUSA’s business and affairs, the Series I Preferred Stock ranks (i) senior to SHUSA’s common
stock, (ii) pari passu with each other series of SHUSA’s preferred stock which is expressly provided to rank pari passu
with the Series I Preferred Stock and (iii) junior to all existing and future indebtedness and other non-equity claims on SHUSA, and to
each other series of Series I Preferred Stock which is expressly provided to rank senior to the Series I Preferred Stock.
The Series I Preferred Stock is not convertible into, or exchangeable
for, shares of any other class or series of SHUSA’s capital stock or other securities. The Series I Preferred Stock is perpetual
and has no maturity date.
The foregoing description of the terms of the SHUSA Preferred Stock
does not purport to be complete and is qualified in its entirety by reference to the Articles of Amendment to the Amended and Restated
Articles of Incorporation dated August 10, 2026, the Original Series H Deposit Agreement, the First Amendment to the Series H Deposit
Agreement, the Form of Global Receipt of the Series H Depositary Shares, the Original Series I Deposit Agreement, the First Amendment
to the Series I Deposit Agreement, the Second Amendment to the Series I Deposit Agreement, the Third Amendment to the Series I Deposit
Agreement and the Form of Global Receipt of the Series I Depositary Shares, which are attached hereto as Exhibits 3.1, 4.15, 4.16, 4.17,
4.18, 4.19, 4.20, 4.21 and 4.22, respectively, and incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year
The Amended and Restated Articles of Incorporation of SHUSA were amended
on August 10, 2026 to reflect the issuance of the SHUSA Preferred Stock described in Item 3.03 above. A copy of the Articles of Amendment
to the Amended and Restated Articles of Incorporation dated August 10, 2026 is attached hereto as Exhibit 3.1 and is incorporated herein
by reference.
Item 8.01 Other Events
On the date hereof, SHUSA issued a press release announcing, among
other things, the consummation of the Transaction. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits
| (a) | Financial statements of businesses or funds acquired |
The information required by Item 9.01(a) of Form 8-K will be filed
by amendment no later than 71 calendar days following the date that this Current Report on Form 8-K is required to be filed.
| (b) | Pro forma financial information |
The information required by Item 9.01(b) of Form 8-K will be filed
by amendment no later than 71 calendar days following the date that this Current Report on Form 8-K is required to be filed.
| Exhibit No. |
Description |
| 2.1 |
Transaction Agreement dated as of February 3, 2026, by and between Banco Santander, S.A., Webster Financial Corporation and Webster Virginia Corporation (incorporated by reference to Exhibit 2.1 of Banco Santander, S.A.’s Registration Statement on Form F-4, filed on April 20, 2026) |
| 2.2 |
Share contribution agreement dated as of August 19, 2026, by and among Banco Santander, S.A. and Santander Holdings USA, Inc. |
| 2.3 |
Agreement and Plan of Merger dated as of August 19, 2026, by and among Santander Holdings USA, Inc. and Webster Virginia Corporation |
| 2.4 |
Agreement and Plan of Merger dated as of March 30, 2026, by and among Santander Holdings USA, Inc., Santander Bank, National Association and Webster Bank, National Association (incorporated by reference to Exhibit 2.1 of Santander Holdings USA, Inc.’s Current Report on Form 8-K filed on March 31, 2026) |
| 3.1 |
Articles of Amendment to the Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 4.4 of Santander Holdings USA, Inc.’s Form 8-A filed on August 19, 2026) |
| 4.1 |
Senior Notes Base Indenture, dated March 25, 2019, between Webster Financial Corporation and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.10 of Webster Financial Corporation’s Annual Report on Form 10-K filed on February 27, 2026) |
| 4.2 |
Senior Notes First Supplemental Indenture, dated March 25, 2019, between Webster Financial Corporation and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.11 of Webster Financial Corporation’s Annual Report on Form 10-K filed on February 27, 2026) |
| 4.3 |
Senior Notes Second Supplemental Indenture, dated August 20, 2026, between Webster Financial Corporation, Webster Virginia Corporation and The Bank of New York Mellon, as Trustee |
| 4.4 |
Senior Notes Third Supplemental Indenture, dated August 20, 2026, between Santander Holdings USA, Inc., Webster Virginia Corporation and The Bank of New York Mellon, as Trustee |
| 4.5 |
Form of Senior Note (included in Exhibit 4.1 hereto) |
| 4.6 |
Subordinated Notes Base Indenture, dated September 11, 2025, between Webster Financial Corporation and U.S. Bank Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.13 of Webster Financial Corporation’s Annual Report on Form 10-K filed on February 27, 2026) |
| 4.7 |
Subordinated Notes First Supplemental Indenture, dated September 11, 2025, between Webster Financial Corporation and U.S. Bank Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.14 of Webster Financial Corporation’s Annual Report on Form 10-K filed on February 27, 2026) |
| 4.8 |
Subordinated Notes Second Supplemental Indenture, dated August 20, 2026, between Webster Financial Corporation, Webster Virginia Corporation and U.S. Bank Trust Company, National Association, as Trustee |
| 4.9 |
Subordinated Notes Third Supplemental Indenture, dated August 20, 2026, between Santander Holdings USA, Inc., Webster Virginia Corporation and U.S. Bank Trust Company, National Association, as Trustee |
| 4.10 |
Form of Subordinated Note (included in Exhibit 4.6 hereto) |
| 4.11 |
Junior Subordinated Base Indenture, dated September 17, 2003, between Webster Financial Corporation and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.12 of Webster Financial Corporation’s Annual Report on Form 10-K filed on February 27, 2026) |
| 4.12 |
Junior Subordinated First Supplemental Indenture, dated August 20, 2026, between Webster Financial Corporation, Webster Virginia Corporation and U.S. Bank Trust Company, National Association, as successor-in-interest to U.S. Bank National Association, as Trustee |
| 4.13 |
Junior Subordinated Second Supplemental Indenture, dated August 20, 2026, between Santander Holdings USA, Inc., Webster Virginia Corporation and U.S. Bank Trust Company, National Association, as successor-in-interest to U.S. Bank National Association, as Trustee |
| 4.14 |
Form of Junior Subordinated Debenture (included in Exhibit 4.11 hereto) |
| 4.15 |
Deposit Agreement, dated as of December 12, 2017, by and among Webster Financial Corporation, Computershare Shareowner Services LLC, as depositary, and the holders from time to time of the depositary receipts described therein (incorporated by reference to Exhibit 4.4 of Webster Financial Corporation’s Annual Report on Form 10-K filed on February 27, 2026) |
| 4.16 |
First Amendment to the Deposit Agreement, dated as of July 16, 2026, by and among Santander Holdings USA, Inc., Webster Financial Corporation, Webster Virginia Corporation and Broadridge Issuer Solutions, Inc. (incorporated by reference to Exhibit 4.7 of Santander Holdings USA, Inc.’s Form 8-A filed on August 19, 2026) |
| 4.17 |
Form of Global Receipt for the Series H Depositary Shares (included in Exhibit 4.16 hereto) |
| 4.18 |
Deposit Agreement, dated as of March 19, 2013, by and among Astoria Financial Corporation, Computershare Shareowner Services, LLC, as depositary, and the holders from time to time of the depositary receipts described therein (incorporated by reference to Exhibit 4.5.1 of Webster Financial Corporation’s Annual Report on Form 10-K filed on February 27, 2026) |
| 4.19 |
First Amendment to the Deposit Agreement, dated as of October 2, 2017, by and among Sterling Bancorp (as successor in interest to Astoria Financial Corporation) and Computershare Inc. (as successor in interest to Computershare Shareowner Services, LLC) (incorporated by reference to Exhibit 4.5.2 of Webster Financial Corporation’s Annual Report on Form 10-K filed on February 27, 2026) |
| 4.20 |
Second Amendment to Deposit Agreement, dated as of January 31, 2022, by and among Webster Financial Corporation, Sterling Bancorp, Computershare Inc. and Broadridge Corporate Issuer Solutions, Inc. (incorporated by reference to Exhibit 4.5.3 of Webster Financial Corporation’s Annual Report on Form 10-K filed on February 27, 2026) |
| 4.21 |
Third Amendment to Deposit Agreement, dated as of July 16, 2026, by and among Santander Holdings USA, Inc., Webster Financial Corporation, Webster Virginia Corporation and Broadridge Issuer Solutions, Inc. (incorporated by reference to Exhibit 4.12 of Santander Holdings USA, Inc.’s Form 8-A filed on August 19, 2026) |
| 4.22 |
Form of Global Receipt for the Series I Depositary Shares (included in Exhibit 4.21 hereto) |
| 99.1 |
Press release, dated August 20, 2026. |
| 104 |
Cover page formatted as Inline XBRL and contained in Exhibit 101 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
SANTANDER HOLDINGS USA, INC. |
| |
|
|
| |
|
|
| |
|
By: |
/s/ Gerard A. Chamberlain |
| |
|
Name: |
Gerard A. Chamberlain |
| Dated: August 20, 2026 |
|
Title: |
Executive Vice President and Senior Deputy General Counsel |
Exhibit 99.1
Santander Expands U.S. Presence with
Completion of Webster Acquisition
| · | The
combination of Santander’s and Webster’s highly complementary businesses creates
a leading retail and commercial bank in the United States with an expanded presence in the
Northeast. |
| · | Building
on its decades-long commitment to the United States, this transaction demonstrates the significance
of the U.S. market to Santander’s growth strategy. |
| · | The
transaction expands Santander’s scale and capabilities in the United States, growing
its customer base to nearly eight million customers nationally and supporting its efforts
to achieve around 18% return on tangible equity (RoTE) in the United States by 2028. |
| · | For now, most everyday banking experiences will remain unchanged for Santander
Bank and Webster Bank customers. Accounts and products can continue to be accessed and used exactly as they are today. Customers of both
banks will benefit from expanded ATM access without any fees. |
BOSTON – August 20, 2026 – Santander Holdings USA,
Inc. (“Santander US”), the intermediate holding company for Banco Santander, S.A. (“Santander”) in the United
States, today announced that, through a series of transactions, it has completed the acquisition of Webster Financial Corporation (“Webster”),
the holding company for Webster Bank, N.A. (“Webster Bank”). Building on Santander’s decades-long commitment to the
United States, the combined organization brings together two highly complementary businesses. The transaction was first announced in February
2026 and has been completed following the receipt of required shareholder and regulatory approvals and the satisfaction of other customary
closing conditions under the terms previously announced.
The acquisition marks a significant milestone in Santander’s growth
strategy in the United States and creates a leading U.S. retail and commercial bank by assets. Over the long term, with expanded scale
and capabilities, customers will benefit from a broader branch and service footprint, enhanced digital and product offerings, and continued
local relationship-based service. The enhancements to its Retail and Commercial segments will also help round out Santander’s diverse
business model in the United States, including its Auto, Wealth and Corporate and Investment Banking franchises.
“This is a pivotal moment in Santander’s
long journey in the United States that underscores our confidence in the strength and opportunity in the U.S. market,” said Christiana
Riley, CEO of Santander US. “By bringing together Santander and Webster, we are combining two organizations with shared values
and strong customer relationships. Our five growing businesses will now serve nearly eight million customers across the U.S., with expanded
reach and resources to better support their needs and the communities we serve.”
Following the close of the transaction,
the combined business emerges as a stronger, more competitive banking organization for customers in the United States, with a pro forma
balance sheet of approximately $327 billion in assets, $185 billion in loans, and $172 billion in deposits based on balances as of December
31, 2025*.
“Today marks the beginning of an
exciting next chapter for our customers and communities,” said John Ciulla, former CEO of Webster Bank and now CEO of Santander
Bank, N.A. (“Santander Bank”). “This combination allows us to further deepen our local relationships with the support
of Santander’s global scale, financial strength, and investment capabilities. Together we are enhancing our ability to deliver
broader products and services, and remain committed to the trusted partnerships that have always been at the center of how we serve our
customers.”
Webster brings a high-quality, relationship-driven
deposit base, deeper commercial banking capabilities, and a distinctive Healthcare Financial Services platform, which together improve
Santander US’s funding profile, business mix, and competitive relevance. The combination is expected to help Santander achieve
its objective of around 18% return on tangible equity (RoTE) in the United States by 2028.
Upon closing, most of Webster’s
businesses have become part of Santander Bank. Santander’s and Webster’s experienced integration teams will support a disciplined
transition, focused on service continuity for customers and communities, employee engagement, and timely delivery of synergies.
In the coming months, the vast majority of everyday banking experiences
with Santander Bank and Webster Bank will remain unchanged as a result of the acquisition. Accounts and products can continue to be accessed
and used in the same way. Customers of both banks will now be able to use Webster Bank and Santander Bank ATMs within the
United States for cash access without any fees. Any future changes will be communicated well in advance, and no action is required
of customers at this time. An FAQ for customers is available on SantanderBank.com.
Following the close of the transaction,
Christiana Riley remains Santander’s country head in the United States and CEO of Santander US. John Ciulla, formerly the CEO of
Webster Bank, is now the CEO of Santander Bank, and Luis Massiani, formerly the President and Chief Operating Officer of Webster Bank,
is now the Chief Operating Officer of Santander US and Santander Bank. Tim Ryan continues to chair the board of directors of Santander
Holdings US.
Webster’s former headquarters in
Stamford, Connecticut, is now a corporate hub for Santander in the United States, alongside its U.S. headquarters in Boston and corporate
hubs in New York, Miami and Dallas.
*Figures based on pro forma of Webster and combined U.S. operations
of Santander, as of year-end 2025. The combined U.S. operations of Santander consist of Santander US and Santander’s New York branch.
###
Santander Holdings USA, Inc. (“Santander
US”) is a wholly-owned subsidiary of Madrid-based Banco Santander, S.A. (NYSE: SAN) (“Santander”), recognized
as one of the world’s most admired companies by Fortune Magazine in 2026, with more than 182 million customers in the
United States, Europe and Latin America. Santander US is the intermediate holding company for Santander’s five growing businesses
in the United States. Santander’s U.S. presence consists of auto lending, retail and digital banking, commercial banking, corporate
and investment banking, and wealth management businesses. In August 2026, Santander closed on its acquisition of Webster Financial Corporation
and, indirectly, Webster Bank, N.A, creating a leading retail and commercial bank in the United States by assets with an expanded presence
in the Northeast. In the U.S. market, Santander also is recognized as a top-10 auto lender and a top-10 multifamily bank lender and servicer,
and operates one of the fastest growing digital banks, Openbank by Santander, as a division of Santander Bank, N.A. For more information
about Santander US, please visit www.santanderus.com.
Contact: Andrew Simonelli
mediarelations@santander.us
This press release of Santander Holdings
USA, Inc. (“SHUSA”) contains “forward-looking statements” within the meaning of the Private Securities Litigation
Reform Act of 1995 regarding the financial condition, results of operations, business plans and future performance of SHUSA. Words such
as “may,” “could,” “should,” “will,” “believe,” “expect,” “anticipate,”
“estimate,” “intend,” “plan,” “goal” or similar expressions are intended to indicate
forward-looking statements. Although SHUSA believes that the expectations reflected in these forward-looking statements are reasonable
as of the date on which the statements are made, factors such as the risks and uncertainties described in SHUSA’s filings with
the Securities and Exchange Commission from time to time may cause SHUSA’s performance to differ materially from that suggested
by the forward-looking statements. If one or more of the factors affecting SHUSA’s forward-looking statements renders those statements
incorrect, SHUSA’s actual results, performance or achievements could differ materially from those expressed in or implied by the
forward-looking statements. Readers should not consider these factors to be a complete set of all potential risks or uncertainties as
new factors emerge from time to time.
Additionally, Webster
Financial Corporation’s (“Webster”) and SHUSA’s actual results, financial condition and achievements may differ
materially from those indicated in these forward-looking statements. Important factors that could cause Webster’s and SHUSA’s
actual results, financial condition and achievements to differ materially from those indicated in such forward-looking statements include,
in addition to those set forth in Webster’s and SHUSA’s filings with the SEC: (1) the risk that the cost savings, synergies
and other benefits from the merger of Webster into SHUSA (the “Transaction”) may not be fully realized or may take longer
than anticipated to be realized, including as a result of changes in, or problems arising from, general economic and market conditions,
interest and exchange rates, monetary policy, laws and regulations and their enforcement, and the degree of competition in the geographic
and business areas in which Webster and SHUSA operate; (2) the outcome of any legal or regulatory proceedings or governmental inquiries
or investigations that may be currently pending or later instituted against Webster, SHUSA, Banco Santander, S.A. ("Santander")
or the combined company; (3) risks related to management and oversight of the expanded business and operations of the combined company
following the closing of the Transaction; (4) the risk that the integration of Webster’s operations with SHUSA’s will be
materially delayed or will be more costly or difficult than expected or that the parties are otherwise unable to successfully integrate
each party’s businesses into the other’s businesses; (5) reputational risk and potential adverse reactions of Webster’s
or SHUSA’s customers, employees, vendors, contractors or other business partners, including those resulting from completion of
the Transaction; (6) the dilution caused by Santander’s issuance of additional ordinary shares and corresponding American depositary
shares, each representing the right to receive one of its ordinary shares (“ADSs”), in connection with the Transaction; (7)
the possibility that any announcements relating to the Transaction could have adverse effects on the market price of Webster’s
common stock and Santander’s ordinary shares and ADSs; (8) a material adverse change in the condition of Webster or SHUSA; (9)
the extent to which Webster’s or SHUSA’s businesses perform consistent with management’s expectations; (10) Webster’s
and SHUSA’s ability to take advantage of growth opportunities and implement targeted initiatives in the timeframe and on the terms
currently expected; (11) the inability to sustain revenue and earnings growth; (12) the execution and efficacy of recent strategic investments;
(13) the impact of macroeconomic factors, such as changes in general economic conditions and monetary and fiscal policy, particularly
on interest rates; (14) changes in customer behavior; (15) unfavorable developments concerning credit quality; (16) declines in the businesses
or industries of Webster’s or SHUSA’s customers; (17) the possibility that the combined company is subject to additional
regulatory requirements as a result of the Transaction or expansion of the combined company’s business operations following the
Transaction; (18) general competitive, political and market conditions and other factors that may affect future returns of Webster and
SHUSA, including changes in asset quality and credit risk; (19) security risks, including cybersecurity and data privacy risks, and capital
markets; (20) inflation; (21) the impact, extent and timing of technological changes; (22) capital management activities; (23) competitive
product and pricing pressures; (24) the outcomes of legal and regulatory proceedings and related financial services industry matters;
and (25) compliance with regulatory requirements. Any forward-looking statement made in this communication is based solely on information
currently available to us and speaks only as of the date on which it is made.
Forward-looking statements
are based on current expectations and future estimates about SHUSA’s and third-parties’ operations and businesses and address
matters that are uncertain to varying degrees. Forward-looking statements are aspirational, should be regarded as indicative, preliminary
and for illustrative purposes only, speak only as of the date of this report and are informed by the knowledge, information and views
available on such date and are subject to change without notice. SHUSA is not required to update or revise any forward-looking statements,
regardless of new information, future events or otherwise, except as required by applicable law.
In this press release, we may sometimes
refer to certain non-GAAP figures. This information supplements our results as reported in accordance with generally accepted accounting
principles (“GAAP”) and should not be viewed in isolation from, or as a substitute for, our GAAP results. We believe that
this additional information we provide may be useful to investors, analysts, regulators and others as they evaluate the impact of these
items on our results for the periods presented due to the extent to which the items are indicative of our ongoing operations.
The information in this press release
is intended only to assist investors and does not constitute legal, tax, accounting, financial or investment advice or an offer to invest.
In making this press release, SHUSA gives no advice and makes no recommendation to buy, sell, or otherwise deal in shares or other securities
of Santander, SHUSA, Santander Bank, N.A., or any other securities or investments. It is not our intention to state, indicate, or imply
in any manner that current or past results are indicative of future results or expectations. As with all investments, there are associated
risks, and you could lose money investing. Prior to making any investment, a prospective investor should consult with its own investment,
accounting, legal, and financial advisors and independently evaluate the risks, consequences, and suitability of that investment. No
offering of securities shall be made in the United States except pursuant to registration under the Securities Act of 1933, as amended,
or an exemption therefrom.
No offer or solicitation
This communication
does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval,
nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the “Securities Act”). No investment activity
should be undertaken on the basis of the information contained in this communication. By making this communication available, no advice
or recommendation is being given to buy, sell or otherwise deal in any securities or investments whatsoever.
Past performance
does not indicate future outcomes
Statements about
historical performance or growth rates must not be construed as suggesting that future performance, share price or earnings (including
earnings per share) will necessarily be the same or higher than in previous periods. Nothing mentioned in this communication should be
taken as a profit and loss forecast.
