# Banco Santander, S.A. (SAN) — merger/definitive [pending] Source: SEC API (secapi.ai) · situation sit_7fc779606dc2cb1439cc · retrieved 2026-08-11T15:48:44.594Z ## Overview Banco Santander, S.A. is a global financial services platform operating through five global businesses (retail, OpenBank, corporate and investment banking, wealth management, and payments) with over 180 million customers across Europe and the Americas, targeting above 20% return on tangible equity by 2028. Banco Santander, S.A. has acquired Webster Financial Corporation as a bolt-on acquisition to strengthen its U.S. commercial enterprise and enhance capital-light fee growth. The transaction is expected to deliver approximately $800 million in run-rate operational simplification synergies and improve Webster's return on tangible equity from roughly 10% to approximately 18% by 2028, with a return on invested capital of around 15%. The acquisition will position Santander in the top five by deposits in the northeast U.S. and among the top five most profitable banks in the U.S. by 2028. The transaction meets Santander's strict capital allocation criteria with returns on invested capital exceeding the cost of equity. ## Terms - Counterparty: Webster Financial Corporation · Deal value: $12.20B · Consideration: stock · Premium: 14.0% · Stake: 100% · Price/share: $48.75 ## Key dates - Announced 2026-02-03 · Vote 2026-03-26 · Expected close 2026-06-30 ## Timeline - 2026-02-03 · 425 (0000950103-26-001521): 425 - Banco Santander, S.A. — *Webster Financial Corporation is the holding company for Webster Bank, N.A., a diversified U.S. retail and commercial bank headquartered in Stamford, Connecticut, serving individuals, families and businesses across Consumer, Commercial and Healthcare Financial Services.* Banco Santander announced an agreement to acquire Webster Financial Corporation, the holding company for Webster Bank, N.A., a diversified U.S. retail and commercial bank headquartered in Stamford, Connecticut. Webster shareholders will receive $48.75 per share in cash and 2.0548 Santander American Depositary Shares per Webster share (representing $26.25 per share based on the volume-weighted average price of €10.79 per Santander share for the three-day period ended February 2, 2026, and a EUR/USD exchange ratio of 1.1840), for a total consideration of $75.00 per Webster share. The transaction values Webster at an implied equity valuation of $12.2 billion (€10.3 billion), representing a 14% premium to Webster's volume-weighted average share price of $65.75 for the three-day period ended February 2, 2026. The transaction is expected to close in the second half of 2026, subject to customary closing conditions, including regulatory approvals and receipt of Webster and Santander shareholder approvals. https://www.sec.gov/Archives/edgar/data/891478/0000950103-26-001521.txt - 2026-02-03 · 425 (0000950103-26-001584): 425 - Banco Santander, S.A. — *Webster Financial Corporation is a well-established U.S. bank founded in 1935 and headquartered in Stamford, Connecticut, with approximately $84 billion in assets, $57 billion in loans, and $69 billion in deposits, operating across Consumer, Commercial, and Healthcare Financial Services segments.* Banco Santander, S.A. has agreed to acquire Webster Financial Corporation in a bolt-on transaction. Webster shareholders will receive $75 per share in mixed consideration: approximately 65% cash ($48.75 per share) and 35% Santander shares in the form of American Depositary Shares ($26.25 per share) based on a fixed exchange ratio. The transaction values Webster at approximately 2.0x tangible book value and 10x expected 2028 earnings. The acquisition is subject to regulatory approvals and shareholder approval from both companies, with an expected closing in the second half of 2026. https://www.sec.gov/Archives/edgar/data/891478/0000950103-26-001584.txt - 2026-02-03 · 425 (0000950103-26-001583): 425 - Banco Santander, S.A. — *Banco Santander, S.A. is a global commercial bank operating across retail, consumer, wealth, corporate and investment banking, and payments businesses with a customer base of 180 million and 2025 annual profit of €14.1 billion.* Banco Santander announced the acquisition of Webster Financial Corporation for $12.2 billion, representing a price-to-earnings multiple of 6.8 times including identified synergies. Santander will pay 65% of the purchase price in cash and 35% in Santander shares. The transaction is expected to close before year-end 2026 and will deliver approximately $800 million in pre-tax cost synergies (circa 19% of combined cost base), resulting in a combined Santander US return on tangible equity of 18% and 7-8% EPS accretion by 2028. The acquisition is expected to reduce Santander Group's CET1 ratio to 12.8% at closing, close to the 13% target. https://www.sec.gov/Archives/edgar/data/891478/0000950103-26-001583.txt - 2026-02-03 · 425 (0000950103-26-001586): 425 - Banco Santander, S.A. — *Banco Santander, S.A. is a global commercial bank with significant operations in the United States, Latin America, and Europe; it has grown US profits by 30% over the last three years and maintains a 15% adjusted return on equity in the US market.* Banco Santander, S.A. is acquiring Webster Financial Corporation, a community bank and commercial bank. The acquisition is described as a bolt-on that will add 4% of loans to Santander's group total and is expected to deliver 18% return on equity (RoTE) by the end of 2028. Webster is characterized as a well-run, efficient, and profitable bank delivering approximately 15% return on invested capital. John Ciulla, Webster's current chairman and CEO, will become CEO of the combined US bank, with Luis Massiani as Chief Operating Officer reporting to both Ciulla and Christiana, Santander's US overall CEO and president. https://www.sec.gov/Archives/edgar/data/891478/0000950103-26-001586.txt - 2026-02-03 · 425 (0000950103-26-001581): 425 - Banco Santander, S.A. — *Webster Financial Corporation is a national commercial bank providing banking services and maintaining a branch network in the United States.* Banco Santander, S.A. has entered into an agreement to acquire Webster Financial Corporation. The transaction reflects Santander's commitment to the U.S. market and will strengthen its commercial banking capabilities and branch footprint. Webster's Chairman and CEO John Ciulla will become CEO of Santander Bank NA, and Webster's President and Chief Operating Officer Luis Massiani will become Chief Operating Officer of Santander Holdings USA and SBNA. The transaction is subject to customary closing conditions, including regulatory approvals and receipt of Webster and Santander shareholder approvals, and is expected to close in the second half of 2026. https://www.sec.gov/Archives/edgar/data/891478/0000950103-26-001581.txt - 2026-02-03 · 425 (0000950103-26-001582): 425 - Banco Santander, S.A. — *Banco Santander, S.A. is a global commercial bank with operations across multiple countries; Webster Financial Corporation is a national commercial bank headquartered in Connecticut.* Banco Santander, S.A. announced the acquisition of Webster Financial Corporation for $12.2 billion in an all-stock transaction. The combined entity will integrate Webster's businesses into Santander Bank NA, with Webster's Chairman and CEO John Ciulla becoming CEO of Santander Bank NA and Webster's President and COO Luis Massiani becoming COO of both Santander Holdings USA and Santander Bank NA. The transaction is expected to deliver approximately 7–8% earnings accretion and an approximate 15% return on invested capital, while maintaining all shareholder remuneration commitments including a €5 billion share buyback. The transaction is subject to regulatory approvals and shareholder approval from both companies and is expected to close in the second half of 2026. https://www.sec.gov/Archives/edgar/data/891478/0000950103-26-001582.txt - 2026-02-03 · 425 (0000950103-26-001587): 425 - Banco Santander, S.A. — *Webster Financial Corporation is a diversified, well-established U.S. bank headquartered in Stamford, Connecticut, offering consumer, commercial, and healthcare banking products and services.* Banco Santander, S.A. announced on February 3, 2026, that it has entered into an agreement to acquire Webster Financial Corporation, a diversified U.S. bank headquartered in Stamford, Connecticut. The transaction is subject to customary closing conditions, including regulatory approvals and the receipt of Webster and Santander shareholder approvals. The transaction is expected to close in the second half of 2026. Upon completion, Santander will become a significantly larger and stronger U.S. bank, creating a top-ten retail and commercial bank in the U.S. by assets and a top-five deposit franchise in the Northeast. https://www.sec.gov/Archives/edgar/data/891478/0000950103-26-001587.txt - 2026-02-03 · 425 (0000950103-26-001532): 425 - Banco Santander, S.A. — *Banco Santander, S.A. is a global financial services company operating across retail banking, digital consumer banking, corporate and investment banking, wealth management, and payments businesses across Europe, the United Kingdom, the United States, and Latin America.* Banco Santander, S.A. announced its acquisition of Webster Financial Corporation for $75 per share, representing a total equity valuation of $12.2 billion. The consideration consists of $48.75 per share in cash (65%) and $26.25 per share in Santander ordinary shares (35%), based on a fixed exchange ratio of 2.0548 Santander shares per Webster share. The transaction is valued at approximately 10x Webster's consensus 2028 earnings, or 6.8x post-identified cost synergies. Santander expects to realize approximately $800 million in annual pre-tax cost synergies by end of 2028, with estimated merger and integration costs of approximately 1x the cost synergies. The transaction is anticipated to close in H2 2026, subject to customary closing conditions including regulatory approvals and shareholder approval from both companies. https://www.sec.gov/Archives/edgar/data/891478/0000950103-26-001532.txt - 2026-02-04 · 425 (0000950103-26-001588): 425 - Banco Santander, S.A. — *Webster Financial Corporation is a diversified, well-established U.S. bank headquartered in Stamford, Connecticut.* On February 3, 2026, Banco Santander, S.A. announced an agreement to acquire Webster Financial Corporation, a diversified U.S. bank headquartered in Stamford, Connecticut. The transaction is subject to customary closing conditions, including regulatory approvals from U.S. regulators and the European Central Bank, as well as shareholder approval from both Webster and Santander. The transaction is expected to close in the second half of 2026. Upon completion, the combined entity will create a top-ten retail and commercial bank in the U.S. by assets and a top-five deposit franchise in the Northeast. https://www.sec.gov/Archives/edgar/data/891478/0000950103-26-001588.txt - 2026-02-05 · 425 (0000950103-26-001665): 425 - Banco Santander, S.A. — *Banco Santander, S.A. is a global banking group operating retail, commercial, and investment banking businesses across multiple geographies including the United States, United Kingdom, Spain, Mexico, and Brazil.* Banco Santander, S.A. announced the acquisition of Webster Financial Corporation in an all-stock and cash transaction valued at approximately $12.2 billion (€10.3 billion), with 65% in cash and 35% in stock. The transaction includes an exchange ratio of 2.0548 Santander shares per Webster share. Santander expects to realize $800 million in cost synergies (comprising $480 million in headquarters and overhead reductions and $300 million in technology integration), with no revenue synergies included in the disclosed returns. The combined entity is projected to achieve 18% ROTE for Santander US and contribute to group ROTE above 20% by 2028. The transaction requires shareholder approval from both companies, expected within the next couple of months, with closing anticipated in Q2 2026 for TSB and second-half 2026 for Webster. The acquisition will result in a 140 basis point capital impact at the group level. https://www.sec.gov/Archives/edgar/data/891478/0000950103-26-001665.txt - 2026-02-09 · 425 (0000950103-26-001815): 425 - Banco Santander, S.A. — *Webster Financial Corporation is a Delaware-incorporated bank holding company and financial holding company that owns Webster Bank, National Association, a national banking association subsidiary.* Banco Santander, S.A. has agreed to acquire Webster Financial Corporation in a two-step transaction. Webster Financial will first merge with and into its wholly-owned subsidiary Webster Virginia Corporation (the Reincorporation Merger), with Webster Virginia Corporation surviving. Immediately thereafter, Webster Virginia Corporation will become a wholly-owned subsidiary of Banco Santander through a statutory share exchange (the Share Exchange). Under the transaction, each share of Webster Virginia Sub Common Stock will be exchanged for 2.0548 Parent Ordinary Shares (the Exchange Ratio) plus $48.75 in cash per share. The transaction was approved by the boards of directors of all three parties on February 3, 2026. https://www.sec.gov/Archives/edgar/data/891478/0000950103-26-001815.txt - 2026-02-25 · 425 (0000950103-26-002611): 425 - Banco Santander, S.A. — *Webster Financial Corporation is a national commercial bank headquartered in Stamford, Connecticut, with significant deposit market share in Northeast U.S. metropolitan areas including New York, Hartford, Boston, and Providence.* Banco Santander, S.A. is acquiring Webster Financial Corporation in a transaction pending completion and subject to customary conditions including regulatory and shareholder approvals. The filing discloses that the transaction agreement is among Webster, Santander, and a wholly owned subsidiary of Webster. The acquisition is expected to generate cost synergies of approximately $800 million for Webster and over £400 million for TSB (another pending Santander acquisition), with full run-rate achievement expected by the end of 2028. The combined entity is projected to achieve operational targets including approximately 210 million customers by 2028 (up from 180 million in 2025) and cost reductions across both organizations. https://www.sec.gov/Archives/edgar/data/891478/0000950103-26-002611.txt - 2026-02-25 · 425 (0000950103-26-002609): 425 - Banco Santander, S.A. — *Banco Santander is a global financial services platform with 180 million customers across retail, commercial, wealth management, payments, and corporate investment banking operations in Europe, the UK, the US, and Latin America.* Banco Santander, S.A. is acquiring Webster Financial Corporation in an all-stock transaction. The combined entity will operate as a unified platform with enhanced scale and profitability targets. Santander expects to achieve return on tangible equity (RoTE) exceeding 20% by 2028 through cost synergies, operational efficiencies, and integration of Webster's U.S. retail and commercial banking operations. The transaction is subject to customary closing conditions including regulatory and shareholder approvals. https://www.sec.gov/Archives/edgar/data/891478/0000950103-26-002609.txt - 2026-02-25 · 425 (0000950103-26-002645): 425 - Banco Santander, S.A. — *Banco Santander, S.A. is a global financial services platform operating through five global businesses (retail, OpenBank, corporate and investment banking, wealth management, and payments) with over 180 million customers across Europe and the Americas, targeting above 20% return on tangible equity by 2028.* Banco Santander, S.A. has acquired Webster Financial Corporation as a bolt-on acquisition to strengthen its U.S. commercial enterprise and enhance capital-light fee growth. The transaction is expected to deliver approximately $800 million in run-rate operational simplification synergies and improve Webster's return on tangible equity from roughly 10% to approximately 18% by 2028, with a return on invested capital of around 15%. The acquisition will position Santander in the top five by deposits in the northeast U.S. and among the top five most profitable banks in the U.S. by 2028. The transaction meets Santander's strict capital allocation criteria with returns on invested capital exceeding the cost of equity. https://www.sec.gov/Archives/edgar/data/891478/0000950103-26-002645.txt - 2026-02-25 · 425 (0000950103-26-002614): 425 - Banco Santander, S.A. — *Webster Financial Corporation is a national commercial bank holding company providing banking and financial services.* Banco Santander, S.A. is acquiring Webster Financial Corporation in an all-stock transaction. The acquisition is expected to generate approximately $800 million in annual cost synergies on a pre-tax, full run-rate basis by the end of 2028, excluding restructuring costs and amortization of core deposit intangibles. The transaction is subject to customary closing conditions, including regulatory approvals and Webster shareholder approval. The combined company is expected to achieve a return on invested capital (RoIC) of at least 15%, above Santander's cost of capital. The transaction is pending completion and subject to regulatory and shareholder approvals. https://www.sec.gov/Archives/edgar/data/891478/0000950103-26-002614.txt - 2026-02-25 · 425 (0000950103-26-002604): 425 - Banco Santander, S.A. — *Banco Santander, S.A. is a major international commercial bank headquartered in Madrid, Spain, with operations across multiple countries and business segments.* Banco Santander, S.A. announced a capital increase by a nominal amount of €167,404,608 through the issuance of 334,809,216 new ordinary shares, with in-kind contributions consisting of common shares of Webster Financial Corporation. The transaction represents Banco Santander's acquisition of Webster Financial Corporation, with the share issuance serving as consideration for the deal. The 2026 Annual Shareholders' Meeting, to be held on March 26, 2026 (first call) or March 27, 2026 (second call), will vote on authorization to execute the capital increase and determine the share premium. https://www.sec.gov/Archives/edgar/data/891478/0000950103-26-002604.txt - 2026-02-25 · 425 (0000950103-26-002606): 425 - Banco Santander, S.A. — *Banco Santander, S.A. is a diversified global financial services group operating across retail, digital banking, corporate and investment banking, wealth management, and payments businesses across Europe and the Americas.* Banco Santander, S.A. is proceeding with its acquisition of Webster Financial Corporation, a national commercial bank. The transaction is pending completion and subject to customary conditions including regulatory approvals and Webster shareholder approval. Santander's strategic plan for 2026–2028 assumes completion of the Webster acquisition, along with the TSB acquisition in the UK, with the combined businesses expected to achieve return on tangible equity (RoTE) of approximately 18% in the US and 16% in the UK by 2028. https://www.sec.gov/Archives/edgar/data/891478/0000950103-26-002606.txt - 2026-02-25 · 425 (0000891478-26-000026): 425 - Banco Santander, S.A. — *Banco Santander is a global financial services bank operating across retail, commercial, corporate investment banking, wealth management, and payments businesses with 180 million customers across Europe, the Americas, and other markets.* Banco Santander announced the acquisition of Webster Financial Corporation, a US regional bank, as a bolt-on acquisition aligned with its capital allocation strategy. The transaction is expected to strengthen Santander's US franchise, create a top 5 deposit franchise in the Northeast, and deliver meaningful cost and revenue synergies. Santander expects Santander US return on tangible equity (RoTE) to reach 18% by 2028 (compared to 10% in 2025 and an organic plan of 15% by 2028), with the combined entity generating more than €2 billion of incremental profit when combined with the TSB acquisition. The transaction is pending completion and subject to customary conditions including regulatory approval and Webster shareholder approval. https://www.sec.gov/Archives/edgar/data/891478/0000891478-26-000026.txt ## Citations - 0000950103-26-001521 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000095010326001521 - 0000950103-26-001584 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000095010326001584 - 0000950103-26-001583 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000095010326001583 - 0000950103-26-001586 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000095010326001586 - 0000950103-26-001581 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000095010326001581 - 0000950103-26-001582 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000095010326001582 - 0000950103-26-001587 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000095010326001587 - 0000950103-26-001532 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000095010326001532 - 0000950103-26-001588 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000095010326001588 - 0000950103-26-001665 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000095010326001665 - 0000950103-26-001815 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000095010326001815 - 0000950103-26-002611 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000095010326002611 - 0000950103-26-002609 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000095010326002609 - 0000950103-26-002645 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000095010326002645 - 0000950103-26-002614 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000095010326002614 - 0000950103-26-002604 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000095010326002604 - 0000950103-26-002606 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000095010326002606 - 0000891478-26-000026 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000089147826000026