SHUSA, SBNA, and Webster Bank sign Agreement and Plan of Merger; OCC application submitted

Santander Holdings USA, Inc.

Agreement provides for contribution of all Webster Bank (WBNA) shares to SBNA and immediate merger into SBNA.
Bank Merger contingent on prior HoldCo Transactions closing and OCC approval; application filed March 30, 2026.
Effective time of bank merger cannot be earlier than closing of HoldCo Transactions (Webster merger and Santander share exchange).
Transaction is integral step in Banco Santander's acquisition of Webster Financial Corporation announced February 3, 2026.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Santander Holdings USA, Inc. entered into Transaction Agreement with Webster Financial Corporation (effective 2026-02-03).

Action: entry
Agreement: merger
Counterparty: Webster Financial Corporation
Effective: 2026-02-03

Exact text from the filing

On February 3, 2026, Banco Santander, S.A., a Spanish sociedad anónima (“ Banco Santander ”), which owns all of the outstanding shares of capital stock of Santander Holdings USA, Inc. (“ SHUSA ” and, together with Banco Santander and its affiliates, “ Santander ”), entered into a Transaction Agreement (the “ Transaction Agreement ”) with Webster Financial Corporation, a Delaware corporation (“ Webster ”), which owns all of the outstanding shares of capital stock of Webster Bank, National Association (“ WBNA ”), and a wholly-owned subsidiary of Webster incorporated in the State of Virginia ( “ Webster Virginia ”).

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Santander Holdings USA, Inc. entered into Agreement and Plan of Merger with Santander Holdings USA, Inc., Santander Bank, National Association and Webster Bank, National Association (effective 2026-03-30).

Action: entry
Agreement: merger
Counterparty: Santander Holdings USA, Inc., Santander Bank, National Association and Webster Bank, National Association
Effective: 2026-03-30

Exact text from the filing

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 ”).

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Source: SEC EDGAR

accession 0000950103-26-005096

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