# Santander Holdings USA, Inc. — merger/definitive [completed]
Source: sec.gov · situation sit_6d9da1ee5989467830f6 · public 2179087456797947740 · retrieved 2026-08-20T12:41:29.239Z

## Overview
Santander Holdings USA, Inc. is a wholly-owned subsidiary of Banco Santander, S.A. and serves as the intermediate holding company for Santander's U.S. operations, which include retail and digital banking, auto lending, commercial banking, corporate and investment banking, and wealth management businesses.

Banco Santander, S.A. completed its acquisition of Webster Financial Corporation on August 20, 2026, pursuant to a transaction agreement dated February 3, 2026. Each share of Webster common stock was exchanged for 2.0548 Banco Santander American Depositary Shares and $48.75 in cash, without interest. Following the HoldCo Transactions (the Reincorporation Merger and Share Exchange), Banco Santander contributed all outstanding shares of Webster Virginia common stock to Santander Holdings USA, Inc. (SHUSA), and Webster Virginia was then merged with and into SHUSA. Subsequently, Webster Bank, National Association was merged with and into Santander Bank, National Association.

## Terms
- Counterparty: Banco Santander, S.A. · Consideration: mixed · Price/share: $48.75

## Key dates
- Announced 2026-03-31 · Completed 2026-08-20

## Timeline
- 2026-03-31 · 425 (0000950103-26-005103): 425 - Santander Holdings USA, Inc. — *This includes indirect origination and servicing of vehicle loans and leases, principally through manufacturer-franchised dealers in connection with their sale of new and used vehicles to retail consumers, origination of vehicle loans through a web-based direct lending program, purchases of vehicle loans from other lenders, and servicing of automobile and recreational and marine vehicle portfolios for other lenders.* On March 30, 2026, SHUSA, SBNA and WBNA entered into an Agreement and Plan of Merger to provide for the WBNA Contribution and the Bank Merger (the " Agreement and Plan of Merger ").
  https://www.sec.gov/Archives/edgar/data/811830/0000950103-26-005103.txt
- 2026-08-20 · 8-K (0000950103-26-012673): 8-K - Santander Holdings USA, Inc. — *Santander Holdings USA, Inc. is a wholly-owned subsidiary of Banco Santander, S.A. and serves as the intermediate holding company for Santander's U.S. operations, which include retail and digital banking, auto lending, commercial banking, corporate and investment banking, and wealth management businesses.* Banco Santander, S.A. completed its acquisition of Webster Financial Corporation on August 20, 2026, pursuant to a transaction agreement dated February 3, 2026. Each share of Webster common stock was exchanged for 2.0548 Banco Santander American Depositary Shares and $48.75 in cash, without interest. Following the HoldCo Transactions (the Reincorporation Merger and Share Exchange), Banco Santander contributed all outstanding shares of Webster Virginia common stock to Santander Holdings USA, Inc. (SHUSA), and Webster Virginia was then merged with and into SHUSA. Subsequently, Webster Bank, National Association was merged with and into Santander Bank, National Association.
  https://www.sec.gov/Archives/edgar/data/811830/0000950103-26-012673.txt

## Citations
- 0000950103-26-005103 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000095010326005103
- 0000950103-26-012673 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000095010326012673