WEBSTER FINANCIAL CORP 8-K

What Happened
Webster Financial Corporation (WBS) announced on February 3, 2026 that it entered into a Transaction Agreement with Banco Santander, S.A. and a Webster subsidiary (Webster Virginia Corporation) under which Banco Santander will acquire Webster in a two‑step deal: (1) Webster will merge into the Webster subsidiary, and (2) immediately after, Banco Santander will acquire the subsidiary in a statutory share exchange. The Webster and Banco Santander boards unanimously approved the agreement.

Key Details

• Exchange consideration: each outstanding Webster common share will be converted into the right to receive 2.0548 Banco Santander ordinary shares and $48.75 in cash (ADSs may be delivered).
• Transaction mechanics: a reincorporation Merger into a Webster Virginia subsidiary followed immediately by a Share Exchange for Banco Santander shares and cash.
• Equity awards: specified restricted and performance awards will vest or convert into comparable awards of the subsidiary and ultimately into Banco Santander awards (performance awards deemed satisfied at the greater of target or actual).
• Closing conditions & approvals: transaction requires Webster and Banco Santander shareholder approvals, NYSE listing authorization for ADSs, registration statement (Form F-4) effectiveness, U.S. and EU regulatory approvals (including the Federal Reserve and European Central Bank), Spanish filings and an independent Spanish expert valuation report.
• Termination fee: Webster may owe a $489,000,000 termination fee in certain circumstances (e.g., in connection with specified alternative proposals or change in board recommendation).

Why It Matters
This is a definitive acquisition agreement that would transfer Webster’s banking operations to Banco Santander and pay Webster shareholders a mix of Banco Santander stock and cash. The deal is subject to multiple shareholder and regulatory approvals and customary closing conditions, so completion is not guaranteed and may be delayed. Retail investors should note the fixed cash component ($48.75 per share), the share exchange ratio (2.0548 Banco Santander shares per Webster share), and the substantial termination fee — all material facts that can affect Webster’s share price and eventual payout if the transaction closes. For full details and risks, investors should review the forthcoming Form F-4/proxy materials and each company’s SEC filings.