[425] WEBSTER FINANCIAL CORP Business Combination Communication
Rhea-AI Filing Summary
Webster Financial Corporation has agreed to be acquired by Banco Santander, S.A., with Webster’s business to be integrated into Santander’s U.S. bank. After completion, the combined platform is expected to be a top ten U.S. retail and commercial bank and a top-five deposit franchise across key Northeastern states.
Following closing, Webster’s CEO will lead Santander Bank, N.A. as CEO, and Luis Massiani will serve as COO of Santander Holdings USA and Santander Bank, N.A., with Stamford, Connecticut remaining a core corporate office. The companies emphasize broader products, technology investment and an expanded branch and service footprint while maintaining relationship-based service.
There are no immediate changes to the Webster Bank name, and both institutions will continue to operate independently until closing. The transaction is subject to customary closing conditions, including regulatory and Webster and Santander shareholder approvals, and is expected to close in the second half of 2026. The communication also highlights extensive forward-looking statement risks and urges investors to review the forthcoming Form F-4 registration statement and joint proxy statement/prospectus when available.
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Insights
Webster agrees to a full sale to Santander, pending extensive approvals and integration execution.
The agreement for Webster Financial Corporation to be acquired by Banco Santander represents a transformative change, shifting Webster from an independent regional bank into part of a global group. Management highlights expectations of a top ten U.S. retail and commercial bank position and a top-five deposit franchise in key Northeastern states after completion.
Leadership continuity is signaled by Webster’s CEO becoming CEO of Santander Bank, N.A. and Luis Massiani becoming COO of Santander Holdings USA and Santander Bank, N.A., with Stamford as a core corporate office. The narrative focuses on a larger balance sheet, additional funding sources and expanded product offerings across consumer, commercial and healthcare financial services.
The text also underscores material risks: regulatory and shareholder approvals, potential delays, integration challenges, cost overruns, reputational impacts and dilution from Santander issuing additional ordinary shares and ADSs. Closing is expected in the second half of
Filed by Webster Financial Corporation
Pursuant to Rule 425 under the Securities Act of 1933
and deemed to be filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Webster Financial Corporation
Commission File No.: 001-31486
Date: February 3, 2026
The following communications were made by Webster Financial Corporation (“Webster”) on February 3, 2026 in connection with the proposed acquisition of Webster by Banco Santander, S.A.
Communications to All Employees
The following memo was sent by the Chief Executive Officer of Webster to all employees.
Colleague Message:
Today, we are sharing important and exciting news about the future of our organization: Webster has agreed to be acquired by Santander and integrate our business into its US bank.
Upon completion of the transaction, we will be a top ten retail and commercial bank in the US and a top-five deposit franchise across key states in the Northeast, with an enhanced service offering for both Santander customers and Webster clients. Following closing, I will lead Santander Bank, N.A. (SBNA) as CEO, while Luis Massiani will be the COO of Santander Holdings USA (SHUSA) and SBNA. Luis and I continue to be based in our existing headquarters in Stamford, Connecticut, which will be a core corporate office for the combined company.
About Santander
Santander is well-known in the US banking industry, with an established presence here since 1968. Their global headquarters are located in Spain and they have more than 150 years of experience helping people and businesses prosper. Their business includes Retail and Commercial, Digital Consumer Banking, Corporate and Investment Banking, Payments and Wealth Management. Webster’s complementary US presence and product offerings will further expand and strengthen their US platform.
What This Means for Webster
Our organization will play a significant role in the combined entity, and we are confident that this transaction will bring many opportunities for growth. With a larger balance sheet, additional funding sources and increased scale, the bank will be positioned to capture new growth opportunities. Together, the combined company will also have access to a broader banking center and service footprint, enhanced product offerings across consumer, commercial and healthcare financial services and have continued local relationship-based service, supported by the scale and stability of one of the world’s largest banking groups. Most importantly, this combination expands the products, investments in technology, capabilities and support we can offer our clients and for communities that define both organizations.
Our objective is to ensure continuity and exceptional service for our clients while positioning the combined organization for long-term growth.
Moving Forward
There are no immediate changes to the Webster Bank name. If branding changes happen in the future, client will be notified well in advance.
It is important to note that today’s announcement is just the beginning. This transaction is subject to customary closing conditions, including regulatory approvals and the receipt of Webster and Santander shareholder approvals, and is expected to close in the second half of 2026. While those processes move forward, Luis will lead our integration planning and we are committed to keeping you informed throughout the process.
In the meantime, we operate as independent companies and we maintain how we operate day-to-day. Our clients and our colleagues remain our focus, and we must continue delivering our exceptional service and supporting one another through the transition.
We understand this announcement may prompt questions. We will share additional updates as more information becomes available.
Thank you for your continued dedication, professionalism, and support. As we move through this transition together, we ask for your continued focus on execution and engagement with our clients and the communities we serve.
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.
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FORWARD-LOOKING STATEMENTS
This communication contains statements that constitute “forward-looking statements” within the meaning of, and subject to the protections of, Section 27A of the Securities Act, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “achieve,” “anticipate,” “assume,” “believe,” “could,” “deliver,” “drive,” “enhance,” “estimate,” “expect,” “focus,” “future,” “goal,” “grow,” “guidance,” “intend,” “may,” “might,” “plan,” “position,” “potential,” “predict,” “project,” “opportunity,” “outlook,” “should,” “strategy,” “target,” “trajectory,” “trend,” “will,” “would,” and other similar words and expressions or the negative of such terms or other comparable terminology. Forward-looking statements include, but are not limited to, statements about business strategy, goals and objectives, projected financial and operating results, including outlook for future growth, and future share dividends, share repurchases and other uses of capital. These statements are not historical facts, but instead represent our beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside of our control. As forward-looking statements involve significant risks and uncertainties, readers are cautioned not to place undue reliance on such statements.
Webster Financial Corporation’s (“Webster”) and Banco Santander, S.A.’s (“Banco Santander”) actual results, financial condition and achievements may differ materially from those indicated in these forward-looking statements. Important factors that could cause Webster’s and Banco Santander’s actual results, financial condition and achievements to differ materially from those indicated in such forward-looking statements include, in addition to those set forth in Webster’s and Banco Santander’s filings with the U.S. Securities and Exchange Commission (the “SEC”): (1) the risk that the cost savings, synergies and other benefits from the acquisition of Webster by Banco Santander (the “Transaction”) may not be fully realized or may take longer than anticipated to be realized, including as a result of changes in, or problems arising from, general economic and market conditions, interest and exchange rates, monetary policy, laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which Webster and Banco Santander operate; (2) the failure of the closing conditions in the Transaction agreement by and among Webster, Banco Santander and a wholly owned subsidiary of Webster providing for the Transaction to be satisfied, or any unexpected delay in closing the Transaction or the occurrence of any event, change or other circumstances that could delay the Transaction or could give rise to the termination of the Transaction agreement; (3) the outcome of any legal or regulatory proceedings or governmental inquiries or investigations that may be currently pending or later instituted against Webster, Banco Santander or the combined company; (4) the possibility that the Transaction does not close when expected or at all because required regulatory, stockholder or other approvals and other conditions to closing are not received or satisfied on a timely basis or at all (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the proposed Transaction); (5) disruption to the parties’ businesses as a result of the announcement and pendency of the Transaction; (6) the costs associated with the anticipated length of time of the pendency of the Transaction, including the restrictions contained in the definitive Transaction agreement on the ability of Webster to operate its business outside the ordinary course during the pendency of the Transaction; (7) risks related to management and
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oversight of the expanded business and operations of the combined company following the closing of the proposed Transaction; (8) the risk that the integration of Webster’s operations with Banco Santander’s will be materially delayed or will be more costly or difficult than expected or that the parties are otherwise unable to successfully integrate each party’s businesses into the other’s businesses; (9) the possibility that the Transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (10) reputational risk and potential adverse reactions of Webster’s or Banco Santander’s customers, employees, vendors, contractors or other business partners, including those resulting from the announcement or completion of the Transaction; (11) the dilution caused by Banco Santander’s issuance of additional ordinary shares and corresponding American depositary shares, each representing the right to receive one of its ordinary shares (“ADSs”) in connection with the Transaction; (12) the possibility that any announcements relating to the Transaction could have adverse effects on the market price of Webster’s common stock and Banco Santander’s ordinary shares and ADSs; (13) a material adverse change in the condition of Webster or Banco Santander; (14) the extent to which Webster’s or Banco Santander’s businesses perform consistent with management’s expectations; (15) Webster’s and Banco Santander’s ability to take advantage of growth opportunities and implement targeted initiatives in the timeframe and on the terms currently expected; (16) the inability to sustain revenue and earnings growth; (17) the execution and efficacy of recent strategic investments; (18) the impact of macroeconomic factors, such as changes in general economic conditions and monetary and fiscal policy, particularly on interest rates; (19) changes in customer behavior; (20) unfavorable developments concerning credit quality; (21) declines in the businesses or industries of Webster’s or Banco Santander’s customers; (22) the possibility that the combined company is subject to additional regulatory requirements as a result of the proposed Transaction of expansion of the combined company’s business operations following the proposed Transaction; (23) general competitive, political and market conditions and other factors that may affect future returns of Webster and Banco Santander including changes in asset quality and credit risk; (24) security risks, including cybersecurity and data privacy risks, and capital markets; (25) inflation; (26) the impact, extent and timing of technological changes; (27) capital management activities; (28) competitive product and pricing pressures; (29) the outcomes of legal and regulatory proceedings and related financial services industry matters; and (30) compliance with regulatory requirements. Any forward-looking statement made in this communication is based solely on information currently available to us and speaks only as of the date on which it is made.
Webster and Banco Santander undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise, except to the extent required by law. These and other important factors, including those discussed under “Risk Factors” in Webster’s Annual Report on Form 10-K for the year ended December 31, 2024 (available at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0000801337/000080133725000004/wbs-20241231.htm) and in Banco Santander’s Annual Report on Form 20-F for the year ended December 31, 2024 (available at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0000891478/000089147825000054/san-20241231.htm), as well as Webster’s and Banco Santander’s subsequent filings with the SEC, may cause actual results, performance or achievements to differ materially from those expressed or implied by these forward-looking statements. The forward-looking statements herein are made only as of the date they were first issued, and unless otherwise required by applicable securities laws, Webster and Banco Santander disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
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ADDITIONAL INFORMATION ABOUT THE TRANSACTION AND WHERE TO FIND IT
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM F-4 AND THE JOINT PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM F-4 WHEN THEY BECOME AVAILABLE, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION OR INCORPORATED BY REFERENCE INTO THE REGISTRATION STATEMENT ON FORM F-4 AND THE JOINT PROXY STATEMENT/PROSPECTUS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION REGARDING WEBSTER, BANCO SANTANDER, THE TRANSACTION AND RELATED MATTERS.
Investors and security holders may obtain free copies of these documents and other documents filed with the SEC by Webster or Banco Santander through the website maintained by the SEC at https://www.sec.gov or by contacting the investor relations department of Webster and Banco Santander at:
| Webster Financial Corporation | Banco Santander, S.A. | |||
| 200 Elm Street | Ciudad Grupo Santander | |||
| Stamford, Connecticut 06902 Attention: Investor Relations eharmon@websterbank.com |
28660 Boadilla del Monte Spain investor@gruposantander.com | |||
| (212) 309-7646 | +34 912899239 |
PARTICIPANTS IN THE SOLICITATION
Webster, Banco Santander and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Webster in connection with the Transaction under the rules of the SEC. Information regarding the directors and executive officers of Webster and Banco Santander is set forth in (i) Webster’s definitive proxy statement for its 2025 Annual Meeting of Stockholders, including under the headings entitled “Director Nominees”, “Director Independence”, “Non-Employee Director Compensation and Stock Ownership Guidelines”, “Compensation and Human Resources Committee Interlocks and Insider Participation”, “Executive Compensation”, “2024 Pay Versus Performance” and “Security Ownership of Certain Beneficial Owners and Management”, which was filed with the SEC on April 11, 2025 and is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0000801337/000080133725000015/wbs-20250411.htm, and (ii) Banco Santander’s Annual Report on Form 20-F for the year ending December 31, 2024, including under the headings entitled “Directors and Senior Management”, “Compensation”, “Share Ownership” and “Majority Shareholders and Related Party
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Transactions”, which was filed with the SEC on February 28, 2025 and is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0000891478/000089147825000054/san-20241231.htm. To the extent holdings of each of Webster’s or Banco Santander’s securities by its directors or executive officers have changed since the amounts set forth in Webster’s definitive proxy statement for its 2025 Annual Meeting of Stockholders and in Banco Santander’s Annual Report on Form 20-F for the year ending December 31, 2024, such changes have been or will be reflected on Webster’s Statements of Change of Ownership on Form 4 filed with the SEC and on Banco Santander’s Annual Report on Form 20-F for the year ending December 31, 2025.
Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the definitive joint proxy statement/prospectus of Webster and Banco Santander and other relevant materials to be filed with the SEC when they become available. You may obtain free copies of these documents through the website maintained by the SEC at https://www.sec.gov.
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