Santander Holdings USA, Inc. 8-K

What Happened Banco Santander entered into a Transaction Agreement with Webster Financial Corporation to acquire Webster through a series of holdco transactions (the “HoldCo Transactions”). The deal calls for Webster to merge into a Webster subsidiary (Webster Virginia), Banco Santander to acquire Webster Virginia common stock via a statutory share exchange, and then Banco Santander to contribute those shares to Santander Holdings USA, Inc. (SHUSA). Following the Webster Virginia contribution, Banco Santander may (but is not required to) merge Webster Virginia into SHUSA and merge Webster Bank, N.A. (WBNA) into Santander Bank, N.A. Webster’s stockholders approved the HoldCo Transactions at a special meeting on May 26, 2026. SHUSA filed Webster’s audited and interim financial statements and unaudited pro forma combined financials as exhibits to the 8-K.

Key Details

• Webster stockholders approved the HoldCo Transactions on May 26, 2026.
• Transaction steps: Webster → merger into Webster Virginia → Banco Santander acquires Webster Virginia shares → Banco Santander intends to contribute those shares to SHUSA (the “Webster Virginia Contribution”); subsequent bank- and holdco-level mergers are contemplated but not required.
• SHUSA submitted exhibit filings including Webster’s audited financials (YE 2025/2024/2023), interim Q1 2026 statements, and unaudited pro forma condensed combined financial statements reflecting the Transaction as if completed on Jan 1, 2025 (and as of Mar 31, 2026).
• The filing reiterates forward-looking risk disclosures, including that required regulatory approvals, closing conditions, integration risks, possible issuance of additional Banco Santander shares/ADSs (potential dilution), and other factors could affect outcomes.

Why It Matters This 8-K confirms a material acquisition that would expand Santander’s U.S. operations by bringing Webster into the Santander group through SHUSA. For investors, the filing provides the target’s financials and pro forma combined results so stakeholders can assess scale and projected financial impact. Important near-term considerations cited in the filing are the need for regulatory and other closing approvals, integration and realization of expected synergies, potential share issuance by Banco Santander (dilution), and the usual risks that the transaction could be delayed, modified or not close.