Webster (NYSE: WBS) ends shelf after Banco Santander deal

Rhea-AI Filing Summary

WEBSTER FINANCIAL CORPORATION (WBS) has filed a post-effective amendment on Form S-3ASR to terminate its automatic shelf registration and deregister all previously registered but unsold securities. The shelf had covered an indeterminate amount of debt, common and preferred stock, depositary shares, purchase contracts, units and warrants.

The deregistration follows a series of completed transactions in which Webster Financial Corporation merged into Webster Virginia Corporation, all Webster Virginia shares were acquired by Banco Santander, S.A. in a statutory share exchange, and Webster Virginia was then merged into Santander Holdings USA, Inc., which is now the successor by merger signing this amendment.

Filing Explained

The August 20 amendment removes all securities registered but unsold under Webster’s S-3 shelf, terminates its effectiveness and related offerings, and thus removes that registration’s future sale capacity; the merger transactions are recorded as complete, with Santander Holdings USA as successor.

Key Figures

Registration Number: 333-276034 Original filing date: December 14, 2023 Post-effective amendment date: August 20, 2026 +4 more

7 metrics

Registration Number 333-276034 Form S-3ASR automatic shelf registration being amended and terminated

Original filing date December 14, 2023 Date the S-3ASR registration statement for an indeterminate amount of securities was filed

Post-effective amendment date August 20, 2026 Date the post-effective amendment deregistering unsold securities was signed in Boston, Massachusetts

Common stock par value $0.01 per share Par value of Webster Financial Corporation common stock referenced in the registration

Preferred stock par value (via depositary shares) Not stated beyond class description Preferred stock referenced as part of depositary shares and other registered securities

Transaction Agreement date February 3, 2026 Date of Transaction Agreement among Webster Financial Corporation, Banco Santander, S.A. and Webster Virginia Corporation

Merger Agreement date August 19, 2026 Date of Agreement and Plan of Merger between Santander Holdings USA, Inc. and Webster Virginia Corporation

Key Terms

Post-Effective Amendment, automatic shelf registration statement, statutory share exchange, Reincorporation Merger, +2 more

6 terms

Post-Effective Amendment regulatory

"is filing this Post-Effective Amendment No. 1 to Registration Statement No. 333-276034"

A post-effective amendment is an official update to a securities registration document filed after that document has become effective with regulators; it corrects, adds or replaces information about the securities, the company, or an offering. Investors care because it keeps the legal record current and can change what is being sold or the rights attached to shares — like getting a revised product manual after a launch that may affect value or use.

automatic shelf registration statement regulatory

"Registration Statement No. 333-276034 on Form S-3ASR (the “Registration Statement”)"

An automatic shelf registration statement is a pre-approved filing that companies submit to securities regulators, allowing them to sell new shares or bonds quickly and efficiently when needed. It acts like a standing permit, enabling the company to raise money without going through a lengthy approval process each time, which can be helpful for responding promptly to market opportunities or needs. For investors, it provides transparency about the company's ability to raise funds and signals planning flexibility.

statutory share exchange regulatory

"Banco Santander acquired all outstanding shares ... through a statutory share exchange"

Reincorporation Merger regulatory

"the Registrant merged with and into Webster Virginia (the “Reincorporation Merger”)"

A reincorporation merger is a corporate action where a company creates or uses a new legal entity in a different jurisdiction and merges the old company into it, effectively changing its legal “home.” For investors it matters because the new legal address can alter taxes, shareholder rights, regulatory requirements and listing rules—think of it like a household moving to a new state where different laws and costs apply; the move can change paperwork, investor protections and potential long‑term value.

IHC Merger regulatory

"Webster Virginia merged with and into SHUSA (the “IHC Merger”)"

purchase contracts financial

"purchase contracts obligating the Registrant to sell, and holders to purchase, debt securities"

A purchase contract is a legally binding agreement in which one party agrees to buy specific goods, assets, securities or services from another under set terms such as price, delivery and conditions. For investors it matters because these agreements create future cash commitments, revenue rights and legal obligations that can change a company’s assets, liabilities and growth prospects—think of it as a firm reservation that will affect a business’s financial picture.

Offering Details

shelf

Offering

Offering Type shelf

FAQ

What did WEBSTER FINANCIAL CORPORATION (WBS) change in this Form S-3 post-effective amendment?

WEBSTER FINANCIAL CORPORATION filed a post-effective amendment to deregister all unsold securities under its automatic shelf registration. This action terminates the effectiveness of Registration No. 333-276034 after the company completed a merger sequence resulting in Santander Holdings USA, Inc. as successor.

Why is WBS’s S-3 automatic shelf registration being terminated?

The S-3 automatic shelf is being terminated because the company completed a series of merger and share exchange transactions involving Banco Santander, S.A. and Santander Holdings USA, Inc. Following these transactions, Webster Financial Corporation ceased separate offerings under this registration statement.

Which securities of WBS are being deregistered in this amendment?

The amendment removes from registration any unsold debt securities, common stock, preferred stock, depositary shares, purchase contracts, units and warrants that were previously registered on Form S-3ASR, but not issued, under Registration No. 333-276034 as of August 20, 2026.

What corporate transactions involving WBS and Banco Santander were completed before this deregistration?

The filing describes a Reincorporation Merger of Webster Financial into Webster Virginia, a statutory share exchange where Banco Santander acquired Webster Virginia’s common stock, and an IHC Merger where Webster Virginia merged into Santander Holdings USA, Inc.

Who now acts as successor to WEBSTER FINANCIAL CORPORATION (WBS) for this filing?

Santander Holdings USA, Inc. acts as the successor by merger to Webster Financial Corporation. The post-effective amendment is signed on behalf of the registrant by Gerard A. Chamberlain, Executive Vice President and Senior Deputy General Counsel of Santander Holdings USA, Inc.

When was the original WBS S-3ASR registration statement filed that is now being amended?

The original automatic shelf registration statement, Registration No. 333-276034, was filed on Form S-3ASR on December 14, 2023. The current post-effective amendment on August 20, 2026 deregisters all securities that remained unsold under that registration.

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Available on EDGAR 08/20/2026 - 07:21 AM Accepted by SEC EDGAR 08/20/2026 - 07:20 AM Learn about SEC filing dates

As filed with the Securities and Exchange Commission on August 20, 2026

Registration No. 333-276034

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-276034)

TO

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

WEBSTER FINANCIAL CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware		06-1187536
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

c/o Santander Holdings USA, Inc.,

as successor by merger to Webster Financial Corporation

75 State Street

Boston, Massachusetts 02109

(800) 493-8219

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Brian Yoshida

Chief Legal Officer

Santander Holdings, USA, Inc.

75 State Street

Boston, Massachusetts 02109

(800) 493-8219

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies To:

Mark F. Veblen, Esq.

Kathryn Gettles-Atwa, Esq.

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York 10019

(212) 403-1000

Approximate date of commencement of proposed sale to the public: Not applicable. Removal from registration of securities that were not sold pursuant to the above-referenced registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer		☒		Accelerated filer		☐
Non-accelerated filer		☐		Smaller reporting company		☐
				Emerging growth company		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

DEREGISTRATION OF UNSOLD SECURITIES

Webster Financial Corporation, a Delaware corporation (the “Registrant”), is filing this Post-Effective Amendment No. 1 to Registration Statement No. 333-276034 on Form S-3ASR (the “Registration Statement”), which was previously filed by the Registrant with the Securities and Exchange Commission (the “Commission”) on December 14, 2023, pertaining to the registration of an indeterminate number of (i) debt securities of the Registrant; (ii) shares of common stock, par value $0.01 per share (“Common Stock”), of the Registrant, (iii) shares of preferred stock (“Preferred Stock”) of the Registrant, (iv) depositary shares of the Registrant representing shares of Preferred Stock, (v) purchase contracts obligating the Registrant to sell, and holders to purchase, debt securities of the Registrant, shares of Common Stock, shares of Preferred Stock, depositary shares or warrants at a future date or dates, (vi) units comprised of one or more of the securities described in the Registration Statement in any combination and (vii) warrants to purchase debt securities of the Registrant, shares of Common Stock, shares of Preferred Stock, debt securities or units of two or more of the foregoing securities of the Registrant.

On August 20, 2026, pursuant to the Transaction Agreement, dated as of February 3, 2026 (the “Transaction Agreement”), by and among the Registrant, Banco Santander, S.A., a Spanish sociedad anónima (“Banco Santander”), and Webster Virginia Corporation, a wholly-owned subsidiary of the Registrant incorporated in the State of Virginia (“Webster Virginia”), (i) the Registrant merged with and into Webster Virginia (the “Reincorporation Merger”), with Webster Virginia continuing as the surviving corporation in the Reincorporation Merger, and (ii) immediately thereafter, Banco Santander acquired all outstanding shares of the common stock, par value $0.01 per share, of Webster Virginia through a statutory share exchange (the “Share Exchange”).

Immediately after the Share Exchange, (i) Banco Santander contributed all outstanding shares of the common stock, par value $0.01 per share, of Webster Virginia to Santander Holdings USA, Inc. (“SHUSA”) and (ii) immediately following such contribution, pursuant to the Agreement and Plan of Merger, dated as of August 19, 2026, by and between SHUSA and Webster Virginia (the “Merger Agreement”), Webster Virginia merged with and into SHUSA (the “IHC Merger” and, together with the Reincorporation Merger and the Share Exchange, the “Transactions”), with SHUSA continuing as the surviving corporation in the IHC Merger.

The foregoing description of the Transaction Agreement, the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety, by (i) the Transaction Agreement, which is attached as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on February 6, 2026 and (ii) the Merger Agreement, which is attached as Exhibit 2.3 to SHUSA’s Current Report on Form 8-K filed with the Commission on August 20, 2026.

In connection with the completion of the Transactions, the Registrant has terminated all offerings of the Registrant’s securities pursuant to the Registration Statement. In accordance with the undertakings made by the Registrant in the Registration Statement to remove from registration, by means of a post-effective amendment, any securities that had been registered for issuance but remain unsold at the termination of the offerings, the Registrant hereby removes from registration any and all securities of the Registrant registered but unsold under the Registration Statement as of the date hereof. The Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities, and the Registrant hereby terminates the effectiveness of the Registration Statement.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused the Post-Effective Amendment to the above-referenced Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on this twentieth day of August, 2026.

SANTANDER HOLDINGS USA, INC.
as successor by merger to Webster Financial Corporation
By:		/s/ Gerard A. Chamberlain
Name: Gerard A. Chamberlain
Title: Executive Vice President and Senior Deputy General Counsel

No other person is required to sign this Post-Effective Amendment to the above-referenced Registration Statement in reliance on Rule 478 under the Securities Act of 1933, as amended.