Banco Santander to acquire Webster Financial (NYSE: WBS) in strategic bank deal

Rhea-AI Filing Summary

Banco Santander, S.A. outlines its planned acquisition of Webster Financial Corporation and describes it as a strategic transaction that will combine their banking operations. The communication emphasizes that it is not an offer to sell securities or a recommendation to buy, sell, or vote on any securities.

It contains extensive forward‑looking statements language, stressing that expected cost savings, synergies and other benefits from the transaction are uncertain and subject to many risks. These include failure to obtain regulatory or stockholder approvals, potential delays or termination of the deal, integration challenges, higher‑than‑expected costs, reputational impacts, and dilution from issuing additional Banco Santander ordinary shares and American depositary shares for the transaction.

Investors are urged to read the future registration statement on Form F‑4 and the related proxy statement/prospectus when they become available on the SEC’s website, as these will provide detailed information about Webster, Banco Santander and the proposed transaction.

Insights

Bank M&A and capital markets analyst

Planned Santander–Webster deal is outlined with strong emphasis on risks and required approvals.

The communication describes a planned acquisition of Webster Financial Corporation by Banco Santander, framed as a strategic combination. It explicitly states that this document is not an offer of securities or investment advice, and that any actual offer will rely on a Form F‑4 registration statement and proxy statement/prospectus.

The text focuses on forward‑looking statements and a long list of risk factors. These range from the possibility that projected cost savings and synergies are not realized, to regulatory or stockholder approvals not being obtained, delays or termination of the agreement, integration difficulties, and reputational impacts on customers, employees and partners.

It also highlights that Banco Santander expects to issue additional ordinary shares and American depositary shares in connection with the transaction, which would dilute existing holders. Future SEC filings, including the Form F‑4 and related proxy statement/prospectus, are identified as the primary sources for detailed financial and structural terms of the deal.

Filed by Banco Santander, S.A.

Pursuant to Rule 425 under the Securities Act of 1933

Subject Company: Webster Financial Corporation

Commission File No.: 001-31486

Overview of Santander’s Acquisition of Webster Financial Corporation

Summary of Transaction

· Santander Group has agreed to acquire Webster Financial Corporation in a bolt-on transaction that represents approximately 4% of Santander’s assets and is intended to strengthen the U.S. franchise.

· Webster shareholders will receive $75 per share, made up of approximately 65% cash ($48.75) and 35% Santander shares in the form of ADSs ($26.25) based on a fixed exchange ratio.

· The deal values Webster at approximately 2.0x tangible book value and 10x expected 2028 earnings.

· The transaction is subject to certain closing conditions, including obtaining regulatory approvals and shareholder approval from both Webster and Santander shareholders, and is expected to close in the second half of 2026.

· Until then, nothing changes for Webster or Santander US customers – and there are no changes for you and your team today.

Webster Business Description

· Webster is a well-established U.S. bank with strong scale and capabilities: Founded in 1935 and headquartered in Stamford, Connecticut, Webster serves consumers and businesses across the U.S., with approximately $84 billion in assets, $57 billion in loans, and $69 billion in deposits.

· The bank has a diversified business mix and stable funding: Webster operates across Consumer, Commercial, and Healthcare Financial Services, including a leading Health Savings Account that provides long-duration, low-cost deposits and supports balance sheet stability.

· Webster is a high-performing, profitable franchise: The bank generates strong returns: RoTE of 17%, efficiency ratio of 46%, and expenses relative to assets that rank among the top performers in its peer groupⁱ.

· Financial strength supports long-term investment and growth: Webster has solid capital and liquidity, including an approximately 82% loan-to-deposits ratio and strong leverage and credit metrics, positioning the combined organization to invest in people, clients, and platforms.

Strategic Rationale

· With the acquisition of Webster, Santander will become a significantly larger and stronger U.S. bank: The acquisition of Webster creates a top-ten U.S. retail and commercial bank by assets and a top-five deposit franchise in the Northeast, diversifying our risk profile with a complementary branch footprint.

· Customers will benefit from more scale, more capability, and more choice: Clients will have access to a broader branch network, enhanced digital and mobile banking, and a wider range of consumer, commercial, and healthcare banking products.

· Built for the long term: The transaction strengthens Santander’s profitability and capital position in the U.S., supporting sustainable growth and continued investment for customers over time.

Financial Impact of Acquisition

· Local profitability uplift with clear momentum: The transaction accelerates Santander US returns and is expected to help lift RoTE to 18% by 2028, building on the existing improvement trajectory rather than relying on a reset or one-off actions.

· Local earnings quality and efficiency improvement: Returns improve through better mix and scale effects, higher quality earnings, and operating leverage, with the efficiency ratio moving below 40% by 2028, supporting sustainable PAT growth.

· Capital-accretive Group impact with enhanced U.S. positioning: The transaction is self-funded with excess capital, delivers around 7-8% EPS accretion and c.15% return on invested capital, supports continued shareholder distributions, and strengthens Santander’s strategic position as a leading U.S. banking franchise while maintaining CET1 comfortably above target over time.

¹ Peer banks >$50bn in assets, excluding Investment Banking.

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.

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 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 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 or 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 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.

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 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 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 http://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 Attention: Investor Relations 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 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 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.

FAQ

What transaction between Banco Santander and Webster Financial (WBS) is described?

The document describes a planned acquisition of Webster Financial Corporation by Banco Santander, S.A. It presents the deal as a strategic combination of their banking businesses and frames it as a significant transaction subject to regulatory, stockholder and other customary closing conditions.

Is this Banco Santander–Webster (WBS) communication an offer to buy or sell securities?

No. The communication clearly states it does not constitute an offer to sell, a solicitation of an offer to buy securities, or a solicitation of any vote or approval. Any offer of securities related to the transaction must be made only through a prospectus meeting Securities Act requirements.

What key risks are highlighted for the Banco Santander acquisition of Webster (WBS)?

The text highlights risks that cost savings and synergies may not be realized, approvals may not be obtained, the transaction could be delayed or terminated, integration may be difficult or costly, and dilution may result from issuing additional Banco Santander shares and American depositary shares.

How might Banco Santander’s share count change if it acquires Webster (WBS)?

The communication notes that dilution could arise from Banco Santander issuing additional ordinary shares and corresponding American depositary shares in connection with the transaction. This means existing shareholders would own a smaller percentage of the enlarged company after completion of the deal.

Where can Webster (WBS) and Banco Santander investors find detailed information on the deal?

Investors are directed to read the registration statement on Form F‑4 and the proxy statement/prospectus when available. These documents will be filed with the SEC and accessible for free on the SEC’s website, as well as through each company’s investor relations contacts.

Why does the Banco Santander–Webster (WBS) document include extensive forward-looking statements language?

It includes forward‑looking statements to discuss expected strategy, growth, cost savings and synergies, while warning that actual results may differ materially. The language lists numerous economic, regulatory, competitive and operational factors that could affect whether the anticipated benefits of the transaction are achieved.