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OCC clears Webster (NYSE: WBS) bank merger structure in Banco Santander deal

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Webster Financial Corporation reports that the Office of the Comptroller of the Currency approved a Bank Merger Act application for Webster Bank, National Association to merge with and into Santander Bank, National Association, with Santander Bank as the surviving bank.

This bank-level merger approval is a key step toward the previously announced acquisition of Webster Financial Corporation by Banco Santander, S.A., which still depends on customary closing conditions, including approvals from the Board of Governors of the Federal Reserve System and the European Central Bank.

Positive

  • OCC approval of bank merger under the Bank Merger Act marks a significant regulatory milestone toward the acquisition of Webster Financial Corporation by Banco Santander, S.A., increasing the likelihood that the previously announced transaction can proceed once remaining conditions are satisfied.

Negative

  • None.

Insights

OCC approval advances Webster’s sale to Banco Santander but key approvals remain.

The approval by the Office of the Comptroller of the Currency under the Bank Merger Act allows Webster Bank, National Association to merge into Santander Bank, National Association, with Santander Bank as the surviving entity. This is an essential structural step for the broader acquisition.

The filing confirms that Banco Santander, S.A.’s acquisition of Webster Financial Corporation is still contingent on customary closing conditions, including approvals from the Board of Governors of the Federal Reserve System and the European Central Bank. Until those are granted, the transaction’s completion remains uncertain.

For investors, this shows tangible progress on the transaction timeline: the U.S. bank regulator responsible for national banks has granted its consent to the bank merger as of June 12, 2026, while holding out that subsequent decisions by the Federal Reserve and European Central Bank will determine when, and if, the overall acquisition closes.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Bank Merger Act application date March 30, 2026 Santander Bank submitted application to OCC
OCC approval date June 12, 2026 OCC approved bank merger application
Series F preferred rate 5.25% Non-Cumulative Perpetual Preferred Stock, Series F
Series G preferred rate 6.50% Non-Cumulative Perpetual Preferred Stock, Series G
Bank Merger Act regulatory
"submitted a Bank Merger Act application to the Office of the Comptroller"
Office of the Comptroller of the Currency regulatory
"application to the Office of the Comptroller of the Currency ("OCC")"
A U.S. federal regulator that oversees and enforces rules for nationally chartered banks and federal savings associations, acting like a referee to make sure those institutions operate safely and follow banking laws. Investors care because the agency’s supervision, rule changes, or enforcement actions can affect a bank’s safety, profitability, lending ability and legal risks — all of which influence the value and stability of bank stocks and related financial assets.
Board of Governors of the Federal Reserve System regulatory
"including the approval of the Board of Governors of the Federal Reserve System"
A seven-member federal agency that leads the U.S. central bank system and sets key interest rates and rules for banks, acting like the steering committee that guides the country’s money supply and financial stability. Investors watch its decisions because changes in interest rates and bank rules affect borrowing costs, corporate profits, stock valuations and overall market confidence, similar to how a change in road signals alters traffic flow and travel times.
European Central Bank regulatory
"including the approval of the Board of Governors of the Federal Reserve System and the European Central Bank"
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Understanding 8-K Material Events →
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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): June 12, 2026
 _________________________ 
WEBSTER FINANCIAL CORPORATION
 _________________________________________
(Exact name of registrant as specified in its charter)
Delaware 001-31486 06-1187536
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

200 Elm Street, Stamford, Connecticut 06902
(Address and zip code of principal executive offices)

203-578-2202
(Registrant’s telephone number, including area code)
______________________________________________________________________________
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 classTrading SymbolsName of each exchange on which registered
Common Stock, par value $0.01 per shareWBSNew York Stock Exchange
Depositary Shares, each representing 1/1000th interest in a share of 5.25% Series F Non-Cumulative Perpetual Preferred StockWBS-PrFNew York Stock Exchange
Depositary Shares, each representing 1/40th interest in a share of 6.50% Series G Non-Cumulative Perpetual Preferred StockWBS-PrGNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐


Item 8.01Other Events.
On March 30, 2026, Santander Bank, National Association ("Santander Bank") submitted a Bank Merger Act application to the Office of the Comptroller of the Currency ("OCC") requesting approval to merge Webster Bank, National Association with and into Santander Bank, with Santander Bank continuing as the surviving entity in such merger (the "Bank Merger"). On June 12, 2026, the OCC approved the application for the Bank Merger.
The previously announced acquisition of Webster Financial Corporation by Banco Santander, S.A. remains subject to customary closing conditions, including the approval of the Board of Governors of the Federal Reserve System and the European Central Bank.
Item 9.01Financial Statements and Exhibits.
(d)Exhibits
Exhibit
Number		Description
104Cover Page Interactive Data File (embedded within the Inline XBRL document).







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.
WEBSTER FINANCIAL CORPORATION
(Registrant)
 
Date: June 16, 2026/s/ Kristy Berner
  Kristy Berner
  Executive Vice President and General Counsel



Source: View Original Filing on SEC EDGAR

FAQ

What did Webster Financial Corporation (WBS) announce regarding its merger with Santander Bank?

Webster Financial Corporation announced that the Office of the Comptroller of the Currency approved a Bank Merger Act application for Webster Bank, National Association to merge with and into Santander Bank, National Association. Santander Bank will be the surviving bank following this merger approval.

How does the OCC approval affect the planned acquisition of Webster Financial Corporation (WBS) by Banco Santander, S.A.?

The OCC’s approval of the bank merger is a key regulatory step enabling Webster Bank to combine into Santander Bank. It advances the previously announced acquisition of Webster Financial Corporation by Banco Santander, S.A., but the overall deal still requires additional regulatory approvals before closing.

What regulatory approvals are still required for the Banco Santander acquisition of Webster Financial Corporation (WBS)?

The acquisition of Webster Financial Corporation by Banco Santander, S.A. remains subject to customary closing conditions, including approval from the Board of Governors of the Federal Reserve System and the European Central Bank. These decisions will determine whether and when the transaction can be completed.

What is the structure of the bank merger involving Webster Bank and Santander Bank?

Under the approved Bank Merger Act application, Webster Bank, National Association will merge with and into Santander Bank, National Association. Santander Bank will continue as the surviving bank entity, forming part of the broader transaction involving Banco Santander, S.A.’s acquisition of Webster Financial Corporation.

When did the OCC approve the Webster Bank and Santander Bank merger application?

The Office of the Comptroller of the Currency approved the Bank Merger Act application for Webster Bank, National Association to merge into Santander Bank, National Association on June 12, 2026. This follows the submission of the application by Santander Bank on March 30, 2026.

Filing Exhibits & Attachments

4 documents

Other Documents