Webster Financial Corporation disclosed supplemental proxy information related to its previously announced agreement for Banco Santander to acquire all outstanding Webster common shares through a two-step Transaction, including a merger into a Webster subsidiary and a subsequent statutory share exchange. The disclosure updates J.P. Morgan’s valuation analyses and addresses shareholder demand letters and three filed complaints alleging proxy disclosure deficiencies; Webster says the allegations are without merit and is providing supplemental disclosures "without admitting any liability or wrongdoing." The definitive proxy statement remains the governing solicitation document and the special meeting of stockholders to vote on the Transaction was scheduled for May 26, 2026.
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.
WBS submitted a Form 144 reporting a proposed sale of 8,000 shares of Common Stock on 05/18/2026 for trading on NYSE.
The filing lists underlying stock awards by grant date as context: 1,429 shares (01/25/2017), 4,078 shares (03/01/2023) and 2,493 shares (02/01/2023). The Form 144 records the broker as J.P. Morgan Securities LLC.
WEBSTER FINANCIAL CORP reporting person FMR LLC filed an amendment on a Schedule 13G/A disclosing beneficial ownership of 2,157,070.74 shares of Common Stock, representing 1.3% of the class as of 03/31/2026. The filing shows FMR's sole voting power of 2,101,136 and sole dispositive power of 2,157,070.74. The amendment is signed under a power of attorney and references Exhibit 99 for a 13d-1(k)(1) agreement.
WEBSTER FINANCIAL CORP director Richard L. O'Toole reported a bona fide gift of 10,000 shares of Common Stock on a Form 4. The transaction is coded as a gift transfer with no price per share reported, indicating a non-market disposition rather than a sale.
Following the gift, O'Toole directly holds 27,193 shares of Common Stock. This filing records an ownership transfer for personal or charitable reasons and does not reflect an open-market buy or sell decision.
Webster Financial Corporation reported solid quarterly performance while progressing toward its planned sale to Banco Santander. The company generated net income of $246.2 million, with diluted EPS of $1.50, and return on average assets of 1.16% for the three months ended March 31, 2026.
Total assets reached $85.6 billion, loans and leases were $57.2 billion, and deposits were $69.0 billion. Net interest income rose to $634.4 million, though net interest margin eased to 3.36% amid a lower-rate environment. Credit quality remained controlled, with net charge-offs at 0.29% of average loans and non-performing assets at 0.61% of total assets.
Capital levels stayed strong, including a CET1 ratio of 11.42% and Tier 1 Risk-Based Capital of 11.91%. Webster highlighted its pending $12.3 billion Transaction Agreement under which shareholders are expected to receive $48.75 in cash plus 2.0548 ADSs of Banco Santander for each Webster share, with closing targeted in the second half of 2026, subject to regulatory and stockholder approvals.
Vanguard Capital Management files a Schedule 13G reporting beneficial ownership of 8,500,523 shares of Webster Financial Corp, representing 5.27% as of 03/31/2026.
The filing states Vanguard has sole power to vote for 1,237,816 shares and sole power to dispose of 8,500,523 shares. The filing notes these holdings include securities held for Vanguard-managed funds and other managed accounts. The signature on the filing is dated 04/30/2026.
Webster Financial Corporation announced leadership appointments for the combined U.S. business that will take effect after the closing of its proposed acquisition by Banco Santander, S.A. The communication confirms integration governance (Joint Integration Steering Committee, Integration Management Office) and lists named executives who will lead key corporate functions post-closing, including Christiana Riley as President and CEO of Santander US and Luis Massiani as COO. The notice reminds employees that integration execution begins only after required shareholder and regulatory approvals, and it states that the Form F-4 registration statement was declared effective on April 22, 2026 and the definitive proxy/prospectus was mailed on or about April 24, 2026.
Banco Santander, S.A. announces corporate function leadership appointments for the combined Santander–Webster US organization effective upon closing of the transaction. The communication lists named executives who will lead Technology & Operations, Risk, Legal, Finance, People & Culture, Audit, Marketing, and Corporate Affairs post-closing, and notes planned retirements and transitions. Integration execution will begin only after required shareholder and regulatory approvals; a town hall is scheduled for May 1 to provide further updates.
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.