Webster Financial Corporation filed an amended 2025 annual report to add detailed Part III information on directors, executive officers, corporate governance and executive compensation, and to update the cover page share count to 162,031,299 common shares outstanding as of April 13, 2026.
The amendment explains that Banco Santander agreed in February 2026 to acquire Webster in a two-step transaction expected to close in the second half of 2026, subject to stockholder and regulatory approvals, and that no 2026 annual meeting will be held while the deal is pending. Webster reported 2025 total revenue of $2.9 billion, net income of $1.003 billion and adjusted pre-provision net revenue of $1.478 billion, with adjusted ROAA of 1.24% and adjusted ROE of 10.76%. Based on performance above goals, annual cash incentive awards for named executive officers were funded at 117.5% of target, with most long-term pay delivered in performance-based equity.
Webster Financial Corporation has entered into a transaction agreement under which Webster will first reincorporate in Virginia via a merger into newly formed Webster Virginia, and immediately thereafter Banco Santander, S.A. will acquire all outstanding Webster Virginia common stock by a statutory share exchange.
Under the terms, each Webster share converts into the right to receive 2.0548 Santander ADSs plus $48.75 cash, implying an aggregate per-share value near $75.6 based on specified market references. The special meeting of Webster stockholders is scheduled virtually for May 26, 2026 to vote on the transaction and related proposals.
Banco Santander will temporarily suspend its share buyback programme between 24 April 2026 and 26 May 2026, inclusive, because the consideration for its acquisition of Webster Financial Corporation includes Banco Santander shares and US regulations apply in connection with the Stockholders' Meeting. The Buyback Programme is expected to resume on 27 May 2026 and the indicative duration now runs to 20 August 2026, inclusive.
Webster Financial Corporation announced business-line leadership appointments tied to the proposed acquisition by Banco Santander, S.A., with roles effective once the transaction closes. The communication describes how Webster’s businesses will align to Santander’s U.S. global structure, names leaders for Commercial Banking, Retail Banking, Healthcare Financial Services, Digital Banking, Auto Finance, CIB and Private Banking, and references support-function appointments to follow in the coming weeks.
The notice emphasizes integration planning, points employees to internal inquiry channels, and reiterates standard forward-looking statements and proxy/registration filing guidance including a reference to the Form F-4 registration and joint proxy statement/prospectus.
Santander Holdings USA, Inc. disclosed agreement documents and regulatory filings supporting Banco Santander’s proposed acquisition of Webster Financial Corporation and related bank-level mergers.
The filing states that on March 30, 2026 SHUSA, Santander Bank, N.A. and Webster Bank, N.A. executed an Agreement and Plan of Merger and that Santander Bank, N.A. submitted a Bank Merger Act application to the OCC. The Bank Merger is conditioned on closing of the HoldCo Transactions and OCC approval.
Webster Financial Corp ownership update: The Vanguard Group filed an amendment stating it beneficially owns 0 shares of Common Stock (CUSIP 947890109), representing 0% of the class. The filing explains an internal realignment on January 12, 2026 that disaggregated certain Vanguard subsidiaries and business divisions for reporting under SEC Release No. 34-39538. The filing is signed by Ashley Grim, Head of Global Fund Administration, dated 03/27/2026.
Banco Santander, S.A. reported that its General Shareholders’ Meeting held on 27 March 2026 approved the 2025 annual and consolidated accounts and the consolidated non-financial (sustainability) statement for the year ended 31 December 2025. The meeting approved a total separate profit allocation of EUR 11,113,251,675, including a final supplementary dividend estimated at EUR 1,821,058,805.75 payable in cash from 5 May 2026.
The shareholders authorised a share buyback Programme with a maximum amount of EUR 5,030 million (maximum 1,326,455,826 shares) and relatedcapital reduction mechanics, and separately authorised a broader capital reduction of up to EUR 734,465,975 (up to 1,468,931,950 shares). The meeting also approved a capital increase by issuing up to 334,809,216 new Banco Santander shares to be paid by non-cash contribution of Webster common shares under a defined exchange ratio.
CIESLIK ELZBIETA reported acquisition or exercise transactions in this Form 4 filing.
WEBSTER FINANCIAL CORP executive Elzbieta Cieslik, EVP & CAO of the bank, received a grant of 4,427 shares of common stock as time-based restricted stock. According to the disclosure, these shares will vest in three equal installments over the next three years. Following this award on March 11, 2026, Cieslik directly holds 19,909 common shares.
Webster Financial Corp reported that Chief Corporate Responsibility Officer Marissa Weidner acquired 4,597 shares of common stock through a grant of time-based restricted shares. These shares will vest in three equal installments over the next three years. Following this award, she directly holds 18,311 shares.
KRYNICK BENJAMIN L. reported acquisition or exercise transactions in this Form 4 filing.
WEBSTER FINANCIAL CORP executive Benjamin L. Krynick, Head of Bank Operations, received a compensation-related grant of 4,824 shares of common stock. The grant consists of time-based restricted shares that will vest in three equal installments over the next three years. Following this award, he directly holds 16,752.51 common shares.