Webster (NYSE: WBS) preferreds converted into Santander issues

Rhea-AI Filing Summary

WEBSTER FINANCIAL CORP (WBS) is terminating the SEC registration and related reporting obligations for its 5.25% Non-Cumulative Perpetual Preferred Stock, Series F, and 6.50% Non-Cumulative Perpetual Preferred Stock, Series G, and their associated depositary shares, by filing a Form 15.

This follows a series of transactions under a February 3, 2026 agreement with Banco Santander, S.A., in which Webster merged into a Virginia subsidiary, was then indirectly acquired and ultimately merged into Santander Holdings USA, Inc. At each step, the Webster preferred series and their depositary shares were converted into equivalent preferred series of the surviving entities, and now into SHUSA Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series H and Series I. As a result, there are no remaining holders of record of the Webster preferred securities covered by this notice.

Key Figures

Series F dividend rate: 5.25% Series G dividend rate: 6.50% Par value per preferred share: $0.01 per share +3 more

6 metrics

Series F dividend rate 5.25% 5.25% Non-Cumulative Perpetual Preferred Stock, Series F

Series G dividend rate 6.50% 6.50% Non-Cumulative Perpetual Preferred Stock, Series G

Par value per preferred share $0.01 per share Par value for Series F, Series G and corresponding SHUSA preferred series

Reincorporation Merger date August 20, 2026 Effective date when Webster merged with and into Webster Virginia

Transaction Agreement date February 3, 2026 Date Webster entered into the Transaction Agreement with Banco Santander

Form 15 signature date August 31, 2026 Date Santander Holdings USA, Inc. signed as successor by merger

Key Terms

Form 15, Non-Cumulative Perpetual Preferred Stock, depositary share, Fixed-Rate Reset, +1 more

5 terms

Form 15 regulatory

"FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION"

A Form 15 is a short filing a public company uses with the U.S. Securities and Exchange Commission to stop or pause its routine public reporting requirements when it meets certain legal thresholds (such as a low number of public shareholders) or other qualifying conditions. Investors should care because filing one typically means less public financial information and lower trading liquidity—similar to a shop taking down its public notice board, making it harder to track performance and buy or sell shares.

Non-Cumulative Perpetual Preferred Stock financial

"5.25% Non-Cumulative Perpetual Preferred Stock, Series F, par value $0.01"

Non-cumulative perpetual preferred stock is a type of investment that pays a fixed dividend forever, without a set end date. If the company skips some dividends in a year, you don’t get that money later, and it’s gone forever. It matters because investors get regular income but may miss out if the company faces financial trouble.

depositary share financial

"Depositary Shares, each representing a 1/1000th interest in a share"

A depositary share is a special type of stock that represents ownership in a company but is traded on the stock market like regular shares. It often makes it easier for people to buy and sell shares of companies from other countries or smaller companies that don’t list directly on big exchanges.

Fixed-Rate Reset financial

"Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series H"

A fixed-rate reset is a feature of some bonds or preferred shares where the interest or dividend starts at a fixed rate for an initial period and then is re‑set at specific future dates to a new fixed rate based on market yields or a formula. It matters to investors because it combines the predictability of a fixed payment with periodic adjustments that reflect current interest rates, like a thermostat that keeps payments in line with prevailing market conditions and helps manage interest-rate risk.

statutory share exchange regulatory

"acquired all outstanding shares of the Webster Virginia Common Stock through a statutory share exchange"

FAQ

What does Webster Financial (WBS) announce in this Form 15?

Webster Financial files Form 15 to terminate the registration and suspend reporting obligations for its Series F and Series G preferred stock and related depositary shares, stating there are no remaining holders of record of these Webster securities.

Why is Webster Financial (WBS) deregistering its preferred stock?

The preferred stock is deregistered because, after a series of mergers and exchanges ending in a merger into Santander Holdings USA, Inc., the former Webster preferred shares were converted into SHUSA Series H and Series I preferred stock, leaving no holders of record of the Webster securities.

What happened to Webster’s 5.25% Series F preferred shares (WBS)?

Each share of 5.25% Non-Cumulative Perpetual Preferred Stock, Series F was first converted into Webster Virginia Series A preferred stock, and at the IHC Merger effective time was converted into the right to receive one share of SHUSA Series H preferred stock, with depositary shares adjusted accordingly.

What happened to Webster’s 6.50% Series G preferred shares (WBS)?

Each share of 6.50% Non-Cumulative Perpetual Preferred Stock, Series G was converted into Webster Virginia Series B preferred stock, and at the IHC Merger effective time into the right to receive one share of SHUSA Series I preferred stock, with the related 1/40th interest depositary shares tracking that change.

Who now issues the securities that replaced Webster’s preferred stock?

The replacement securities are issued by Santander Holdings USA, Inc. (SHUSA). Former Webster preferred shares ultimately became Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series H and Series I of SHUSA, with corresponding SHUSA depositary shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 08/31/2026 - 05:23 PM Accepted by SEC EDGAR 08/31/2026 - 05:22 PM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 15

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION

UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-31486

WEBSTER FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

c/o Santander Holdings USA, Inc.,

as successor by merger to Webster Financial Corporation

75 State Street

Boston, Massachusetts 02199

(800) 493-8219

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

5.25% Non-Cumulative Perpetual Preferred Stock, Series F, par value $0.01 per share

Depositary Shares, each representing a 1/1000th interest in a share of 5.25.% Non-Cumulative Perpetual Preferred Stock, Series F

6.50% Non-Cumulative Perpetual Preferred Stock, Series G, par value $0.01 per share

Depositary Shares, each representing a 1/40th interest in a share of 6.50% Non-Cumulative Perpetual Preferred Stock, Series G

(Title of each class of securities covered by this Form)

None

(Titles of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)

Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:

Rule 12g-4(a)(1)		☒
Rule 12g-4(a)(2)		☐
Rule 12h-3(b)(1)(i)		☒
Rule 12h-3(b)(1)(ii)		☐
Rule 15d-6		☐
Rule 15d-22(b)		☐

Approximate number of holders of record as of the certification or notice date:

5.25% Non-Cumulative Perpetual Preferred Stock, Series F, par value $0.01 per share: 0

Depositary Shares, each representing a 1/1000th interest in a share of 5.25% Non-Cumulative Perpetual Preferred Stock, Series F: 0

6.50% Non-Cumulative Perpetual Preferred Stock, Series G, par value $0.01 per share: 0

Depositary Shares, each representing a 1/40th interest in a share of 6.50% Non-Cumulative Perpetual Preferred Stock, Series G: 0

EXPLANATORY NOTE

On February 3, 2026, Webster Financial Corporation (“Webster”) entered into a transaction agreement (the “Transaction Agreement”) with Banco Santander, S.A., a Spanish sociedad anónima (“Banco Santander”) and a wholly owned subsidiary of Webster incorporated in the State of Virginia (“Webster Virginia”).

On August 20, 2026, pursuant to the Transaction Agreement, Webster merged with and into Webster Virginia (the “Reincorporation Merger”), with Webster Virginia continuing as the surviving corporation in the Reincorporation Merger. 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”) was 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 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 Share”), (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”) was 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 became a depositary share representing a 1/40th interest in a share of the Webster Virginia Series B Preferred Stock (the “Webster Series B Depositary Share”). Immediately following the Reincorporation Merger, Banco Santander acquired all outstanding shares of the Webster Virginia Common Stock through a statutory share exchange (the “Share Exchange”).

Immediately after the Share Exchange, Banco Santander contributed all outstanding shares of the Webster Virginia Common Stock to Santander Holdings USA, Inc. (“SHUSA”), and immediately thereafter, pursuant to the Agreement and Plan of Merger, dated as of August 19, 2026, by and between SHUSA and Webster Virginia, Webster Virginia merged with and into SHUSA (the “IHC Merger”), with SHUSA continuing as the surviving corporation in the IHC Merger. At the effective time of the IHC Merger, (i) each share of Webster Virginia Series A Preferred Stock was 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 “SHUSA 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 SHUSA Series H Preferred Stock, (iii) each share of Webster Virginia Series B Preferred Stock was 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 “SHUSA Series I 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 SHUSA Series I Preferred Stock.

Accordingly, there are no holders of record of the securities covered by this Form 15.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Santander Holdings USA, Inc., as successor by merger to Webster Financial Corporation, has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.

				Santander Holdings USA, Inc. As successor by merger to Webster Financial Corporation
Date: August 31, 2026				By:		/s/ Gerard A. Chamberlain
						Gerard A. Chamberlain
						Executive Vice President and Senior Deputy General Counsel