Every 8-K that Webster Financial Corporation Waterbury (WBS) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow WBS and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full WBS filings page.
Webster Financial Corporation (WBS) completed its previously announced acquisition by Banco Santander, S.A. on August 20, 2026. Through a reincorporation merger into Webster Virginia and a subsequent statutory share exchange, Banco Santander acquired all outstanding Webster common shares, after which Webster Virginia was combined into Santander Holdings USA, Inc. (SHUSA).
Each share of Webster common stock was exchanged for 2.0548 Banco Santander American Depositary Shares plus $48.75 in cash, subject to the Transaction Agreement. Webster’s Series F and G preferred stock and related depositary shares were successively converted into SHUSA Series H and I preferred stock depositary shares.
Webster common and preferred stock were withdrawn from listing on the NYSE and will be deregistered, and SHUSA, as successor, plans to file Form 15 to suspend Webster’s SEC reporting obligations. All Webster directors and executive officers ceased serving, with several joining the boards of SHUSA and Santander Bank, N.A.
Webster Financial Corporation reports that Banco Santander, S.A. and Santander Holdings USA, Inc. have received approval from the Board of Governors of the Federal Reserve System to acquire Webster and its non‑banking subsidiaries. This follows prior approvals from the Office of the Comptroller of the Currency on June 12, 2026 and the European Central Bank on July 21, 2026.
The transaction is expected to close on August 20, 2026, after which most of Webster’s businesses are expected to become part of Santander Bank, N.A. Until closing, Santander and Webster will continue to operate independently and customers are told no action is required. Santander expects its U.S. business, once integrated, to reach a return on tangible equity of around 18% by 2028, with approximately 7–8% earnings per share accretion and an estimated 15% return on invested capital by 2028.
Webster Financial Corporation reported net income applicable to common stockholders of $249.4 million, or $1.56 diluted EPS, for the quarter ended June 30, 2026, compared with $251.7 million, or $1.52, a year earlier. Adjusted diluted EPS excluding transaction expenses was $1.60. Revenue was $740.0 million, reflecting net interest income of $632.7 million and non-interest income of $107.2 million. Loans and leases totaled $57.9 billion and deposits $70.3 billion. Net interest margin was 3.26 percent and return on average assets 1.19 percent.
Asset quality metrics were stable, with non-performing loans and leases of $429.0 million, 0.74 percent of total loans and leases, down from 1.00 percent a year earlier. The allowance for credit losses covered 1.25 percent of total loans and leases and 168.72 percent of non-performing loans and leases. Capital remained strong, including a common equity tier 1 ratio of 11.69 percent and a tangible common equity ratio of 7.60 percent.
Webster also described its pending transaction with Banco Santander, S.A., under which Banco Santander will acquire Webster in a cash-and-stock deal. Webster common stockholders are expected to receive $48.75 in cash and 2.0548 Banco Santander ordinary shares, delivered as American Depositary Receipts, for each Webster share. Webster stockholders, the Office of the Comptroller of the Currency, and the European Central Bank have approved the transaction, which remains subject to approval by the Board of Governors of the Federal Reserve System and is expected to close in the second half of 2026. In light of this proposed transaction, Webster will not hold an earnings call or provide forward-looking financial outlook.
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.
Webster Financial Corporation stockholders approved the Transaction Agreement for the company’s acquisition by Banco Santander, S.A. at a special meeting held on May 26, 2026. This means stockholders consented to a cash and stock transaction under the February 3, 2026 agreement.
Out of 162,048,996 shares entitled to vote as of April 13, 2026, 117,259,956 shares were present or represented by proxy, representing 72.3% of eligible shares and establishing a quorum. The Transaction Proposal passed with 115,788,667 votes for, 1,279,203 against and 192,086 abstentions.
Stockholders also approved, on an advisory non-binding basis, compensation arrangements related to the transaction, with 68,045,455 votes for, 48,130,845 against and 1,083,656 abstentions. A proposal to permit adjournment of the meeting if needed also passed, but no adjournment was required because the transaction received sufficient support.
Webster Financial Corporation filed an update about its pending acquisition by Banco Santander and related stockholder litigation. Banco Santander plans to acquire all Webster common shares through a two-step merger and statutory share exchange, followed by internal restructurings within its U.S. operations.
Webster reports receiving several demand letters and three stockholder lawsuits alleging disclosure deficiencies in the definitive proxy statement for the May 26, 2026 special stockholder meeting to vote on the transaction agreement. Webster believes these claims are without merit but is providing supplemental proxy disclosures to reduce the risk of delay and added expense.
The update expands disclosure on J.P. Morgan’s role and potential relationships with Santander, and details valuation work supporting its fairness opinion, including trading‑multiple and dividend discount analyses that yielded implied Webster equity values compared with its $65.77 share price on January 30, 2026 and the $75.00 implied exchange consideration.
Webster Financial Corporation reported first-quarter 2026 net income applicable to common stockholders of $239.3 million, or $1.50 per diluted share, up from $1.30 a year earlier. Adjusted diluted EPS, excluding transaction and restructuring items and an FDIC special assessment benefit, was $1.57.
Total revenue was $735.9 million, supported by net interest income of $634.4 million and non-interest income of $101.5 million. Loans and leases reached $57.2 billion and deposits $69.0 billion, both higher than a year ago, while net interest margin was 3.36% and the efficiency ratio 46.83%.
Asset quality remained solid, with net charge-offs at 0.29% of average loans and leases and non-performing loans and leases at 0.91% of total. The common equity tier 1 ratio was 11.42% and tangible common equity ratio 7.39%. Due to its proposed acquisition by Banco Santander, Webster will not hold an earnings call and will no longer provide a forward-looking financial outlook.
Under the transaction agreement, Webster stockholders will receive $48.75 in cash plus 2.0548 Banco Santander ordinary shares (in the form of ADRs) for each Webster share, with closing anticipated in the second half of 2026, subject to stockholder and regulatory approvals.
Webster Financial Corporation entered into a definitive Transaction Agreement for Banco Santander to acquire Webster in a two-step deal. Webster will first merge into a Virginia subsidiary, and then Banco Santander will acquire all subsidiary shares via a share exchange.
Each Webster common share will effectively convert into the right to receive 2.0548 Banco Santander ordinary shares (or ADSs) plus $48.75 in cash, subject to the agreement’s conditions. Existing Series F and Series G preferred stock will roll into equivalent preferred series of the Webster subsidiary. The transaction requires shareholder approvals, multiple regulatory clearances in the U.S. and Europe, an effective Form F‑4 registration statement, and other customary closing conditions. The agreement includes a $489,000,000 termination fee payable by Webster in certain competing-transaction or recommendation-change scenarios.
Webster Financial Corporation announced that it has entered into a definitive transaction agreement under which Banco Santander, S.A. will acquire Webster in a cash-and-stock transaction, on the terms and subject to the conditions in the agreement. The announcement was made through a press release attached as an exhibit.
The transaction remains subject to closing conditions, including regulatory and stockholder approvals and other customary conditions. The communication emphasizes that it is not an offer or solicitation to buy or sell securities and includes extensive cautionary language about forward‑looking statements and the various risks that could affect completion and post‑closing outcomes.
Webster Financial Corporation filed an amended current report to add a missing signature from its Executive Vice President and Chief Accounting Officer to a previously submitted report and to furnish its press release on results for the quarter ended December 31, 2025.
The company attached the January 23, 2026 earnings press release as Exhibit 99.1 and stated that this information is furnished, not filed, under federal securities laws. Webster also plans to hold a conference call on January 23, 2026 to discuss its quarterly financial results, with presentation slides and a webcast available through its investor relations website.
Webster Financial Corporation filed a report stating that it issued a press release with its results of operations for the quarter ended December 31, 2025. The press release is attached as Exhibit 99.1 and relates to the company’s quarterly financial performance.
The company also plans to hold a conference call on January 23, 2026 to discuss these quarterly results, the press release, and other related matters. Presentation slides and a live webcast link will be made available through Webster’s investor relations website.
Webster Financial Corporation appointed Kristen Antonopoulos as Chief Accounting Officer of Webster, effective January 6, 2026. Gregory S. Madar has relinquished the interim Chief Accounting Officer role and will continue as Senior Managing Director, Corporate Controller of Webster Bank, National Association.
Antonopoulos, age 43, brings over 20 years of relevant experience, having worked at American Express from 2006 to 2025 and most recently serving as Vice President – Finance since 2020. She holds a Bachelor of Science in Accounting from Western Connecticut State University and an MBA in Finance and Accounting from New York University.
She will participate in Webster’s executive compensation program as described in the 2025 Proxy Statement and has entered into standard Change in Control and Non-Competition Agreements. Upon certain change in control events, she is entitled to an amount equal to the sum of her base salary and cash incentive award target.
Webster Financial Corporation reported compensation adjustments for Senior Executive Vice President and CFO Neal Holland. The Board’s Compensation and Human Resources Committee approved a one-time grant of $500,000 in restricted stock, which vests on the third anniversary of the grant date under the Webster 2021 Stock Incentive Plan.
Effective September 22, 2025, Mr. Holland’s base salary was set at $730,000. His target annual cash incentive award was set at 125% of base salary, and his target annual long-term incentive awards were set at 200% of base salary. The adjustments recognize his rapid integration, significant contributions, and importance in implementing Webster’s strategic plan.
Webster Financial Corporation reported its results for the quarter ended September 30, 2025, via a press release furnished as Exhibit 99.1. The information is furnished and not deemed filed under the Exchange Act. The company will host a conference call on October 17, 2025 to discuss the results, with presentation slides and a live webcast available on its Investor Relations website.
Webster Financial Corporation disclosed filings related to a subordinated debt issuance and related underwriting and legal documents. The company executed an Underwriting Agreement dated September 4, 2025 with BofA Securities, Goldman Sachs, J.P. Morgan and Morgan Stanley as representatives of the underwriters. It also filed a Subordinated Debt Indenture and a First Supplemental Indenture dated September 11, 2025, and included the form of a 5.784% Fixed Rate Reset Subordinated Note. Legal opinions and consents from Davis Polk & Wardwell LLP are included, plus the cover page interactive data file. The filings document the debt instrument's structure, parties, and counsel but do not state proceeds, use of funds, or ratings.
Webster Financial Corporation (NYSE: WBS) filed an 8-K disclosing two governance actions.
- On June 25, 2025, the Board appointed Frederick J. Crawford as an independent director, effective July 1, 2025. His addition increases the Board from 12 to 13 members and places him on the Audit and Risk Committees. The Board deemed him financially literate and an “audit committee financial expert.” There are no related-party relationships, and he will receive prorated non-employee director compensation.
- A July 1, 2025 press release (Exhibit 99.1) announced Jason Schugel will become Chief Risk Officer and Executive Vice President, effective July 14, 2025.
No financial results, capital transactions or strategic deals were reported. The filing is primarily a leadership update that modestly strengthens risk and audit oversight without immediate earnings impact.