Banco Santander, S.A. plans to acquire Webster Financial Corporation, combining their U.S. banking operations into a larger platform. The deal is presented as reinforcing Santander’s commitment to the U.S. market, adding Webster’s commercial banking strengths and complementary branch network.
Webster’s CEO John Ciulla will become CEO of Santander Bank NA, and Webster’s President and COO Luis Massiani will become COO of Santander Holdings USA and Santander Bank NA, leading integration. 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 companies note potential dilution from Santander issuing additional ordinary shares and ADSs and provide extensive forward-looking risk disclosures around integration, regulation, costs and market conditions.
Webster Financial Corporation announced it has entered into a definitive transaction agreement under which Banco Santander, S.A. will acquire Webster in a cash-and-stock deal, on the terms and subject to the conditions in that agreement.
The combination remains pending and depends on closing conditions, including regulatory, stockholder and other approvals, and could be delayed or terminated if those conditions are not met. The companies highlight numerous risks, such as integration challenges, potential business disruption, reputational impacts, market and macroeconomic changes, added regulatory requirements and possible effects on the share prices of Webster and Banco Santander.
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.
Banco Santander, S.A. filed a report for February 2026 that includes its FY’25 earnings presentation and information on the planned acquisition of Webster Financial Corporation. The bank highlights record results for the fourth consecutive year, supported by customer growth and its ONE Transformation program, but does not provide specific figures here.
The presentation contains extensive cautionary language on non‑IFRS and alternative performance measures, stressing that these metrics are supplemental to IFRS. It also outlines numerous forward‑looking risks tied to macroeconomic conditions, regulation, technology, climate and sustainability reporting.
For the Webster acquisition, Santander lists detailed risk factors, including potential delays or failure to close, regulatory and shareholder approvals, integration challenges, reputational effects, possible dilution from issuing new ordinary shares and ADSs, and uncertainty around realizing cost savings and synergies. Investors are directed to read the future F‑4 registration statement and proxy statement/prospectus when available for full terms.
Banco Santander plans to acquire Webster Financial Corporation, parent of Webster Bank, in a cash-and-stock deal valuing Webster at $12.2 billion, or $75.00 per share. The price reflects a 14% premium to Webster’s recent volume‑weighted average share price.
The consideration mix is 65% cash and 35% newly issued Santander shares, and the deal equals about 4% of Santander’s assets. Santander targets around 7–8% earnings accretion, roughly 15% return on invested capital, and about 18% RoTE in the U.S. by 2028, supported by approximately $800 million in annual pre‑tax cost synergies by year‑end 2028. The combined U.S. business would have about $327 billion in assets, $185 billion in loans and $172 billion in deposits based on 31 December 2025, with closing expected in the second half of 2026, subject to shareholder and regulatory approvals.
Webster Financial Corp's Chief Credit Officer Jason A. Soto reported an equity award of common stock. On January 27, 2026, he received a grant of 11,666 time-based restricted shares at a stated price of $0 per share, reflecting an incentive award rather than a purchase. According to the filing, these restricted shares will vest on the three-year anniversary of the grant date. Following this award, Soto directly beneficially owns 30,555 shares of Webster Financial common stock and indirectly holds 1,765.361 shares through a 401(k) plan.
Webster Financial Corp. Head of Consumer Banking James Griffin received a grant of 7,777 shares of common stock on January 27, 2026. These are time-based restricted shares that will vest on the three-year anniversary of the grant date.
After this grant, Griffin directly owns 20,333 shares of Webster Financial common stock. He also has an additional 5,458.775 shares held indirectly through a 401(k) plan, reflecting his retirement-plan investment in the company.
Webster Financial Corporation’s Chief Information Officer, Vikram A. Nafde, reported an equity award of company stock. On January 27, 2026, he received 7,777 shares of common stock as time-based restricted shares granted at $0 per share.
These restricted shares will vest on the three-year anniversary of the grant date. After this award, Nafde beneficially owns 24,788.1605 shares of Webster common stock directly, which includes 184.591 shares accumulated through the company’s Employee Stock Purchase Plan since a prior Form 4 filed on June 17, 2025.
Webster Financial Corporation reported that Chief Accounting Officer Kristen Antonopoulos received an equity grant of 7,388 shares of common stock on January 27, 2026. These are time-based restricted shares awarded at a price of $0 per share as part of her compensation.
The restricted shares will vest on the three-year anniversary of the grant date, meaning she must remain in service for three years to fully own them. Following this grant, she beneficially owns 7,388 common shares, all held as direct ownership.
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.