# WEBSTER FINANCIAL CORP (WBS-PG) — merger/definitive [pending] Source: SEC API (secapi.ai) · situation sit_cbd9ff2f3460faf6d146 · retrieved 2026-08-12T21:21:04.215Z ## Overview Webster Financial Corporation is a national commercial bank holding company based in Stamford, Connecticut. Banco Santander, S.A. has agreed to acquire Webster Financial Corporation in an all-stock transaction. The acquisition was announced on February 9, 2026. Webster shareholders will receive Banco Santander ordinary shares and/or American depositary shares (ADSs), each representing the right to receive one ordinary share. The transaction is subject to customary closing conditions, including regulatory and stockholder approvals. ## Terms - Counterparty: Banco Santander, S.A. · Deal value: $12.30B · Consideration: stock · Premium: 16.0% · Stake: 100% · Price/share: $48.75 ## Key dates - Announced 2026-02-03 · Expected close 2026-12-31 ## Timeline - 2026-02-03 · 425 (0001193125-26-035905): 425 - WEBSTER FINANCIAL CORP — *Webster Financial Corporation is a national commercial bank providing retail and commercial banking services, with operations and customer relationships across the Northeast United States.* Webster Financial Corporation has agreed to be acquired by Banco Santander, S.A. and will integrate its business into Santander's US bank operations. Upon completion, the combined entity will be a top-ten retail and commercial bank in the US with a top-five deposit franchise across key Northeast states. The transaction is subject to customary closing conditions, including regulatory approvals and receipt of shareholder approvals from both Webster and Santander, with an expected close in the second half of 2026. Following closing, Webster's CEO will lead Santander Bank, N.A. as CEO, while Luis Massiani will serve as COO of Santander Holdings USA and Santander Bank, N.A., with both executives remaining based in Stamford, Connecticut as a core corporate office for the combined company. https://www.sec.gov/Archives/edgar/data/801337/0001193125-26-035905.txt - 2026-02-03 · 425 (0001193125-26-035902): 425 - WEBSTER FINANCIAL CORP — *Webster Financial Corporation is the holding company for Webster Bank, N.A., a commercial bank with more than $80 billion in total assets providing financial products and services to businesses, individuals, and families across Commercial Banking, Healthcare Financial Services, and Consumer Banking.* Banco Santander, S.A. agreed to acquire Webster Financial Corporation in a definitive transaction announced February 3, 2026. Webster stockholders will receive $48.75 in cash and 2.0548 Santander American Depositary Shares per Webster common share, for a per-share consideration of $75.59 based on Santander's closing stock price on February 2, 2026. The transaction has an aggregate value of approximately $12.3 billion and represents a 16% premium to Webster's 10-day volume-weighted average stock price. The transaction is subject to customary closing conditions, including necessary bank regulatory approvals in the U.S. and EU and approval of stockholders of both Webster and Santander, and is expected to close in the second half of 2026. https://www.sec.gov/Archives/edgar/data/801337/0001193125-26-035902.txt - 2026-02-04 · 425 (0001193125-26-037873): 425 - WEBSTER FINANCIAL CORP — *Webster Financial Corporation is a national commercial bank providing consumer, commercial and healthcare financial services.* Webster Financial Corporation entered into a merger agreement with Banco Santander, S.A. for an acquisition valued at $12.3 billion. The transaction is expected to close by the second half of 2026, subject to customary closing conditions, including regulatory approvals and the receipt of Webster and Banco Santander shareholder approvals. The combined company will have a broader banking center and service footprint and enhanced product offerings across consumer, commercial and healthcare financial services. https://www.sec.gov/Archives/edgar/data/801337/0001193125-26-037873.txt - 2026-02-06 · 425 (0001193125-26-041337): 425 - WEBSTER FINANCIAL CORP — *Webster Financial Corporation is a Delaware-incorporated bank holding company that owns Webster Bank, National Association, and operates as a financial holding company under the Bank Holding Company Act.* On February 3, 2026, Webster Financial Corporation entered into a definitive Transaction Agreement with Banco Santander, S.A. Under the two-step transaction structure, Webster will first merge with and into a wholly owned Virginia subsidiary (the Reincorporation Merger), with the subsidiary surviving. Immediately thereafter, Banco Santander will acquire all outstanding shares of the surviving subsidiary through a statutory share exchange (the Share Exchange). Each share of Webster common stock will be exchanged for 2.0548 ordinary shares of Banco Santander (which may be delivered as American Depositary Receipts) plus $48.75 in cash. The transaction is subject to customary closing conditions, including receipt of requisite shareholder approvals, regulatory approvals from the Federal Reserve Board and European Central Bank, and authorization for listing of the Banco Santander ADSs on the New York Stock Exchange. https://www.sec.gov/Archives/edgar/data/801337/0001193125-26-041337.txt - 2026-02-09 · 425 (0001193125-26-043003): 425 - WEBSTER FINANCIAL CORP — *Webster Financial Corporation is a national commercial bank holding company based in Stamford, Connecticut.* Banco Santander, S.A. has agreed to acquire Webster Financial Corporation in an all-stock transaction. The acquisition was announced on February 9, 2026. Webster shareholders will receive Banco Santander ordinary shares and/or American depositary shares (ADSs), each representing the right to receive one ordinary share. The transaction is subject to customary closing conditions, including regulatory and stockholder approvals. https://www.sec.gov/Archives/edgar/data/801337/0001193125-26-043003.txt ## Citations - 0001193125-26-035905 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526035905 - 0001193125-26-035902 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526035902 - 0001193125-26-037873 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526037873 - 0001193125-26-041337 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526041337 - 0001193125-26-043003 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526043003