Webster Financial (NYSE: WBS) moves to end SEC reports in Santander deal

Rhea-AI Filing Summary

FAQ

Q: What does Webster Financial Corp (WBS) disclose in this Form 15?

Q: Why is Webster Financial Corp (WBS) terminating its SEC registration?

Q: What happened to Webster Financial Corp common shares (WBS)?

Q: Who is the surviving company after the Webster Financial Corp transactions?

Q: On what dates did the key Webster Financial Corp (WBS) steps occur?

Q: What is the role of Banco Santander in the Webster Financial Corp restructuring?

Key Figures

Key Terms

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

Why is Webster Financial Corp (WBS) terminating its SEC registration?

What happened to Webster Financial Corp common shares (WBS)?

Who is the surviving company after the Webster Financial Corp transactions?

On what dates did the key Webster Financial Corp (WBS) steps occur?

What is the role of Banco Santander in the Webster Financial Corp restructuring?

Webster Financial Corp files Form 15 to terminate registration of its common stock under Section 12(g) and suspend reporting duties under Sections 13 and 15(d), stating that there are no holders of record of the covered securities after a series of merger transactions.

Registration ends because, after a Reincorporation Merger, a statutory share exchange, and a merger into Santander Holdings USA, Inc. (SHUSA), all Webster shares were converted and there are no holders of record of Webster’s common stock.

Each Webster common share, par value $0.01, was converted into a Webster Virginia common share, then acquired by Banco Santander in a share exchange, and ultimately converted into one share of common stock of Santander Holdings USA, Inc. in the IHC Merger.

After the transactions, Santander Holdings USA, Inc. is the surviving corporation. Webster merged into Webster Virginia, Banco Santander acquired Webster Virginia shares, and then Webster Virginia merged with and into Santander Holdings USA, Inc., which continued as the surviving entity.

Webster entered into the Transaction Agreement on February 3, 2026. The Reincorporation Merger occurred on August 20, 2026. The Form 15 certification is signed on August 31, 2026 by Santander Holdings USA, Inc. as successor by merger.

Banco Santander, S.A. entered into the Transaction Agreement with Webster and a Webster Virginia subsidiary, then acquired all outstanding shares of Webster Virginia common stock through a statutory share exchange before contributing those shares to Santander Holdings USA, Inc.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

15-12G

WEBSTER FINANCIAL CORP (WBS) filed a Form 15 to terminate registration of its common stock under Section 12(g) and suspend its duty to file reports under Sections 13 and 15(d) of the Exchange Act. This follows a series of merger and restructuring steps involving Banco Santander, S.A. and Santander Holdings USA, Inc. (SHUSA).

Webster first merged into a wholly owned Virginia subsidiary, with each Webster common share converting into an equivalent share of Webster Virginia common stock. Banco Santander then acquired all Webster Virginia shares via a statutory share exchange and contributed them to SHUSA. Webster Virginia subsequently merged into SHUSA, with each Webster Virginia share converted into one share of SHUSA common stock. As a result, there are no holders of record of Webster common stock, supporting deregistration.

Par value of Webster common stock: $0.01 per share Par value of Webster Virginia common stock: $0.01 per share Conversion ratio into SHUSA stock: 1 share for 1 share +3 more

6 metrics

Par value of Webster common stock $0.01 per share Par value of Webster Financial Corporation common stock before conversion

Par value of Webster Virginia common stock $0.01 per share Each Webster share converted into one Webster Virginia common share with same par value

Conversion ratio into SHUSA stock 1 share for 1 share Each Webster Virginia common share converted into one share of SHUSA common stock

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

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

Holders of record after transactions Zero There are no holders of record of the securities covered by the Form 15

Form 15, Reincorporation Merger, statutory share exchange, IHC Merger, +1 more

5 terms

Form 15 regulatory

"CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g)"

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.

Reincorporation Merger regulatory

"Webster merged with and into Webster Virginia (the “Reincorporation Merger”)"

A reincorporation merger is a corporate action where a company creates or uses a new legal entity in a different jurisdiction and merges the old company into it, effectively changing its legal “home.” For investors it matters because the new legal address can alter taxes, shareholder rights, regulatory requirements and listing rules—think of it like a household moving to a new state where different laws and costs apply; the move can change paperwork, investor protections and potential long‑term value.

IHC Merger regulatory

"Webster Virginia merged with and into SHUSA (the “IHC Merger”)"

holders of record financial

"Accordingly, there are no holders of record of the securities"

Names listed on a company’s official register at a specific cut-off date who are legally entitled to receive dividends, vote on corporate matters, or participate in other shareholder actions. Think of it like a guest list for an event: only those on the list at the snapshot time get the invitation or benefits, so investors watch the record date to know whether they will receive payouts or voting rights for a given corporate action.

Webster Financial Corp files Form 15 to terminate registration of its common stock under Section 12(g) and suspend reporting duties under Sections 13 and 15(d), stating that there are no holders of record of the covered securities after a series of merger transactions.

Registration ends because, after a Reincorporation Merger, a statutory share exchange, and a merger into Santander Holdings USA, Inc. (SHUSA), all Webster shares were converted and there are no holders of record of Webster’s common stock.

Each Webster common share, par value $0.01, was converted into a Webster Virginia common share, then acquired by Banco Santander in a share exchange, and ultimately converted into one share of common stock of Santander Holdings USA, Inc. in the IHC Merger.

After the transactions, Santander Holdings USA, Inc. is the surviving corporation. Webster merged into Webster Virginia, Banco Santander acquired Webster Virginia shares, and then Webster Virginia merged with and into Santander Holdings USA, Inc., which continued as the surviving entity.

Webster entered into the Transaction Agreement on February 3, 2026. The Reincorporation Merger occurred on August 20, 2026. The Form 15 certification is signed on August 31, 2026 by Santander Holdings USA, Inc. as successor by merger.

Santander Holdings USA, Inc.

As successor by merger to Webster Financial Corporation

Date: August 31, 2026

/s/ Gerard A. Chamberlain

Gerard A. Chamberlain

Executive Vice President and Senior Deputy General Counsel

Banco Santander, S.A. entered into the Transaction Agreement with Webster and a Webster Virginia subsidiary, then acquired all outstanding shares of Webster Virginia common stock through a statutory share exchange before contributing those shares to Santander Holdings USA, Inc.

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

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)

Common Stock, par value $0.01 per share

(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:

Common Stock, par value $0.01 per share: Zero.

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, each share of common stock, par value $0.01 per share, of Webster was converted into a share of common stock, par value $0.01 per share, of Webster Virginia (the “Webster Virginia Common Stock”). Immediately after 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, each share of Webster Virginia Common Stock was converted into one share of common stock, no par value, of SHUSA.

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.

Source: View Original Filing on SEC EDGAR