Banco Santander released an Investor Day presentation outlining 2026–2028 strategic targets and financial guidance tied to its proposed acquisition of Webster Financial Corporation. The presentation sets group targets including €20bn profit strength, a CET1 operating range of 12-13%, and a goal of >20% RoTE by 2028. It warns that the Webster transaction is pending customary regulatory and, for Webster, shareholder approvals and lists extensive forward-looking risk factors affecting attainment of synergies, timing and capital outcomes.
The deck emphasizes disciplined capital allocation: an ordinary remuneration policy targeting ~50% of underlying profit for 2026 results (split roughly half cash dividends and half buybacks) and a shift to ~35% cash payout from 2027. It also highlights deposit-led funding, liquidity buffers, TLAC/MREL metrics, NII and fee growth drivers, and execution risks tied to integration of announced bolt-ons including TSB and Webster.
Banco Santander filed an investor presentation outlining its 2026–2028 strategic targets and the proposed acquisition of Webster Financial Corporation, noting the Webster transaction is pending customary regulatory and, for Webster, shareholder approvals.
The presentation sets financial goals including >€20bn profit, a >20% RoTE target by 2028, a CET1 operating range of 12 - 13%, and a shareholder remuneration framework targeting ~50% payout of underlying profit for 2026 (split roughly evenly between cash dividends and buybacks), shifting to ~35% cash and ~15% buybacks from 2027 results. Operational targets include ~125 million active customers and >210 million total customers by 2028 (including TSB and Webster), fee growth, and cost synergies from integrations.
Banco Santander presented an Investor Day outlining a multi-year plan focused on scale, ONE Transformation, AI and bolt-ons (TSB and Webster) to lift returns and shareholder distributions. The board intends an ordinary remuneration policy for 2026-2028 allocating approximately 50% of underlying profit for 2026 results (split roughly evenly between cash dividends and buybacks) and targeting a split of 35% cash and 15% buybacks from 2027 results, subject to corporate and regulatory approvals.
The plan targets >€20bn profit and a Group RoTE of >20% by 2028, a 12-13 CET1 operating range with excess >13% to be returned at plan end, and specific cost synergies of c.$800mn for Webster and >£400mn for TSB. The transactions remain pending customary regulatory and, for Webster, shareholder approvals.
Banco Santander presents 2026–2028 strategic plan with financial and operational targets and proposes shareholder actions tied to 2025 results. The group targets serving more than 210 million customers, delivering over €20 billion profit and achieving a RoTE above 20% by 2028.
The board intends an ordinary shareholder remuneration policy allocating approximately 50% of underlying profit for 2026 results split roughly evenly between cash dividends and buybacks, and expects from 2027 results to target around 35% in cash dividends and 15% in buybacks. The board proposes a final cash dividend of €0.125 per share for 2025, bringing total 2025 cash dividend to €0.24 per share and total shareholder remuneration charged to 2025 results to approximately €7.05 billion. The plan assumes completion of the announced TSB and Webster acquisitions, which remain subject to customary approvals.
Banco Santander announced that its board resolved to propose at the 2026 Annual Shareholders' Meeting the payment, against 2025 results, of a final gross cash dividend of €12.50 cents per share to shareholders entitled to receive dividends. Subject to shareholder approval, the dividend would be payable from 5 May 2026, with the last day to trade with dividend rights on 29 April 2026, an ex-dividend date of 30 April 2026, and a record date of 4 May 2026.
The meeting will be called to be held on 26 March 2026 (first call) or 27 March 2026 (second call), and is expected to be held on second call. The communication also reiterates forward-looking statement cautions and references the pending Webster acquisition and related disclosure and proxy materials to be filed with the SEC.
Webster Financial Corp Chairman and CEO John R. Ciulla reported an open-market sale of 8,000 shares of common stock on February 17, 2026 at an average price of $71.9076 per share. The sale was made under a pre-arranged Rule 10b5-1 trading plan adopted on April 30, 2025. After the transaction, he directly owned 223,872 shares and indirectly held 17,092.631 shares through a 401(k) plan.
A shareholder of WBS has given notice of a proposed sale of 8,000 shares of common stock through J.P. Morgan Securities LLC, with an aggregate market value of 451,440, targeted around 11/17/2025 on the NYSE.
The table notes that 161,290,301 shares of this class were outstanding. The shares to be sold were originally received as stock award compensation directly from the issuer on several dates between 2017 and 2022, with payment described as compensation rather than cash.
Webster Financial Corporation describes a proposed acquisition of Webster by Banco Santander, S.A. and provides a client communication explaining the deal context. The text emphasizes that it is not an offer to buy or sell securities or a solicitation of votes.
The communication is dominated by forward-looking statement cautions and an extensive list of risks, including potential delays or failure to close, regulatory and stockholder approvals, integration challenges, cost overruns, reputational impacts, credit quality trends, technology and cybersecurity issues, and possible dilution from Banco Santander issuing additional ordinary shares and ADSs in connection with the transaction.
Webster and Banco Santander direct investors and security holders to read the planned registration statement on Form F‑4 and the related proxy statement/prospectus, as well as their existing SEC filings, for detailed information about the transaction, risk factors, governance, and the interests and holdings of directors and executive officers who may be deemed participants in the proxy solicitation.
Banco Santander and Webster Financial have signed a definitive transaction agreement for a full business combination. Webster will first merge into a Virginia subsidiary, then that entity will become a wholly owned subsidiary of Santander via a statutory share exchange under Virginia law.
Each Webster share will convert into one share of Webster Virginia Corporation and then be exchanged for 2.0548 Banco Santander ordinary shares plus $48.75 in cash per share. Existing preferred stock series will be mirrored in the Virginia entity with substantially the same rights, and Webster equity awards and the employee stock purchase plan are addressed with detailed conversion and vesting mechanics.
The deal requires shareholder approval at both companies and multiple U.S. and European regulatory approvals, including from the Federal Reserve, OCC, ECB and antitrust authorities. The parties intend the reincorporation merger to qualify as a tax‑free reorganization for U.S. federal income tax purposes.
Webster Financial Corporation agreed to be acquired by Banco Santander in a two-step cash-and-stock transaction. Webster will first merge into a Virginia subsidiary, then each resulting share will be exchanged for 2.0548 Banco Santander ordinary shares (or ADSs) plus $48.75 in cash.
The deal requires approvals from Webster and Banco Santander shareholders, U.S. and European banking regulators, NYSE listing of Santander ADSs, an effective Form F‑4, and Spanish corporate actions including a capital increase. Webster may owe a $489 million termination fee if it backs an alternative acquisition under specified circumstances.