WEBSTER FINANCIAL CORP 8-K

What Happened
Webster Financial Corporation (WBS) announced on February 3, 2026 that it has executed a definitive transaction agreement under which Banco Santander, S.A. will acquire Webster in a cash-and-stock transaction. The announcement was made via a press release attached to the Form 8-K (Exhibit 99.1). The transaction is subject to customary closing conditions, including required regulatory and shareholder approvals.

Key Details

• Agreement announced: definitive transaction agreement executed on February 3, 2026.
• Buyer: Banco Santander, S.A.; deal structure: cash-and-stock consideration (details to be provided in registration/proxy materials).
• Approvals required: regulatory approvals and stockholder approvals are required before closing.
• Next steps: the companies will file a registration statement on Form F-4 and a joint proxy statement/prospectus with the SEC; investors are urged to review those documents when available.

Why It Matters
This is a material corporate event: if completed, control of Webster would move to Banco Santander and Webster shareholders will receive the announced cash-and-stock consideration. The companies’ filing warns that the deal is subject to risks and possible delays or termination (including regulatory or shareholder objections) and that Santander may issue additional shares/ADSs in connection with the transaction. Retail investors should watch for the Form F-4/joint proxy statement for full terms, timing, shareholder vote details and definitive financial disclosures before making investment decisions.