Webster Financial and Santander Forge $12.3 Billion Merger

Banco Santander to Acquire Webster Financial in $12.3 Billion Deal, Reshaping Northeast Banking Landscape

Banco Santander, S.A. is set to acquire Webster Financial Corporation in a significant cash-and-stock transaction valued at approximately $12.3 billion. This strategic move will create a powerhouse in the U.S. banking sector, positioning it as the tenth-largest retail and commercial bank by assets nationwide and a top-five deposit holder in the Northeast. The deal underscores Santander’s commitment to expanding its U.S. presence and solidifying its position in a competitive financial market.

Under the terms of the definitive agreement, Webster stockholders will receive $48.75 in cash and 2.0548 Santander American Depositary Shares (ADSs) for each Webster common share. This consideration represents a substantial premium, calculated at 16% above Webster’s 10-day volume-weighted average stock price and 9% above its all-time high closing price. The valuation also exceeds 2.0 times Webster’s tangible book value per share as of the fourth quarter of 2025, signaling a strong endorsement of Webster’s intrinsic worth and future potential.

John R. Ciulla, Chairman & CEO of Webster, expressed optimism about the combination, highlighting the complementary strengths and shared dedication to excellence. “As a larger organization, we will unlock greater scale, broader capabilities, and new opportunities for growth—while remaining deeply focused on the people who define our success,” Ciulla stated. He emphasized that the partnership with Santander was driven by a shared understanding of legacy and client value, which he believes will result in an even stronger entity to support client financial goals.

Santander’s Executive Chair, Ana Botín, echoed this sentiment, calling the acquisition an “exciting step forward” for the Santander Group. She noted Webster’s efficiency and profitability, anticipating that the integration of two highly complementary franchises will enhance product offerings, technological capabilities, and revenue generation. Botín stressed that the transaction is strategically significant for Santander’s U.S. business, strengthening its scale and profitability without compromising its global shareholder remuneration commitments, including a recently launched €5 billion share buyback program.

The transaction is designed to deliver tangible value to Santander shareholders through a balanced mix of cash and stock, enhancing earnings per share (EPS) accretion while allowing Webster shareholders to participate in the combined entity’s upside. Cost savings are projected to be realized through integration synergies, including the execution of Santander’s existing U.S. organic plan, alongside significant revenue opportunities stemming from a more robust combined franchise.

The integration is expected to be smooth, leveraging Webster’s “top-notch and proven management team,” led by Ciulla. Christiana Riley will continue as Country Head for the U.S. and CEO of Santander Holdings USA (SHUSA), while Ciulla will assume the role of CEO of Santander Bank, N.A. (SBNA), into which all of Webster’s businesses will be integrated. Luis Massiani, Webster’s President and Chief Operating Officer, will serve as COO for both SHUSA and SBNA, overseeing the integration process. This leadership structure aims to ensure continuity and alignment with clients, employees, communities, and regulators.

Webster’s existing headquarters in Stamford, Connecticut, will serve as a core corporate office for Santander, alongside other key locations in Boston, New York, Miami, and Dallas. Ciulla, Massiani, and two current Webster directors will join the boards of SHUSA and SBNA, reinforcing the continuity of leadership and expertise.

The deal, which has received unanimous approval from the boards of directors of both companies and relevant Santander entities, is subject to customary closing conditions, including regulatory approvals in the U.S. and EU, and shareholder approval from both Webster and Santander. The transaction is anticipated to close in the second half of 2026.

J.P. Morgan Securities LLC acted as lead financial advisor and provided a fairness opinion to Webster, with Wachtell, Lipton, Rosen & Katz serving as legal counsel. Piper Sandler & Co. also provided financial advisory services to Webster.

**About Webster**
Founded in 1935 and headquartered in Stamford, Connecticut, Webster Financial Corporation (NYSE: WBS) is the holding company for Webster Bank, N.A. With over $80 billion in total assets, Webster offers a comprehensive range of financial products and services across Commercial Banking, Healthcare Financial Services, and Consumer Banking. Its core operational footprint extends across the Northeast, from the New York metropolitan area to Rhode Island and Massachusetts, with certain businesses operating in broader geographies.

**About Santander**
Banco Santander (SAN SM), established in 1857 and headquartered in Spain, is a leading global commercial bank. Operating through five global businesses—Retail & Commercial Banking, Digital Consumer Bank, Corporate & Investment Banking (CIB), Wealth Management & Insurance, and Payments—Santander aims to be the premier open financial services platform. The bank’s purpose is to empower individuals and businesses through simple, personal, and fair financial services. As of year-end 2025, Santander managed €1.4 trillion in total funds, served 180 million customers, and operated 7,100 branches worldwide.