Webster Financial to be acquired by Banco Santander for 2.0548 SAN shares plus $48.75 cash per WBS share

WEBSTER FINANCIAL CORP

Transaction structured as a reincorporation merger into a Virginia sub, then a share exchange by Santander.
Each Webster common share will be exchanged for 2.0548 Santander ordinary shares (or ADSs) and $48.75 in cash.
Deal unanimously approved by both boards; requires Webster and Santander shareholder votes and regulatory approvals (Fed, ECB).
Webster would pay a $489M termination fee if it accepts an alternative proposal or changes board recommendation.
Time-based and performance-based restricted stock awards will either vest or convert to Santander equity awards at closing.

item 1.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.99

WEBSTER FINANCIAL CORP entered into Transaction Agreement with Banco Santander, S.A. (effective 2026-02-03).

Action: entry
Agreement: merger
Counterparty: Banco Santander, S.A.
Effective: 2026-02-03

Exact text from the filing

On February 3, 2026, Webster Financial Corporation, a Delaware corporation (“Webster”), entered into a Transaction Agreement (the “Transaction Agreement”) with Banco Santander, S.A., a Spanish sociedad anónima (“Banco Santander”), and a wholly owned subsidiary of Webster incorporated in the State of Virginia (the “Webster Subsidiary”).

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WEBSTER FINANCIAL CORP filing history →

Source: SEC EDGAR

accession 0001193125-26-041328

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