Webster Financial Corp Acquired by Banco Santander; $48.75 Cash + ADSs

What Happened

• Webster Financial Corp (WBS) filed an 8‑K on August 20, 2026 announcing the closing of the HoldCo Transactions in which Banco Santander acquired all outstanding Webster common shares. Under the Transaction Agreement, each Webster common share was exchanged for $48.75 in cash plus 2.0548 Banco Santander American Depositary Shares (ADSs). Following the closing, Webster Virginia (successor by merger to Webster) became a wholly owned subsidiary of Banco Santander, and subsequent internal mergers moved Webster’s bank and holding company businesses into Santander affiliates.

Key Details

• Per‑share consideration to Webster common shareholders: $48.75 cash + 2.0548 Banco Santander ADSs.
• Preferred stock conversions: Webster’s Series F and G preferred shares were converted into corresponding Webster Virginia preferred securities and then into SHUSA Preferred Stock (Series H and Series I) at the IHC merger.
• Corporate reorganizations: Banco Santander contributed Webster Virginia common stock to Santander Holdings USA, Inc. (SHUSA); Webster Virginia merged into SHUSA; Webster Bank, N.A. (WBNA) was merged into Santander Bank, N.A. (SBNA) under a March 30, 2026 merger agreement.
• The filing references related agreements (Transaction Agreement, Contribution Agreement, IHC Merger Agreement, WBNA Merger Agreement) and reports related Items 2.01, 3.01, 3.03, 5.01, 5.02 and 5.03 regarding completion of the transaction, delisting/continued listing matters, changes to holders’ rights and changes in control.

Why It Matters

• This is a completed change of control: Webster common stock ceased to exist as publicly held shares and former Webster shareholders received cash plus Santander ADSs, fundamentally changing ownership and governance.
• Preferred security holders saw automatic conversions into new preferred instruments of SHUSA, and Webster’s banking operations are now consolidated into Santander’s U.S. bank, affecting how investors hold and trade the former Webster franchise (cash/ADSs vs. original stock).
• Retail investors should note potential tax consequences from the cash and ADS consideration, that Webster common stock will be delisted or no longer trade in its prior form, and that ongoing disclosure and voting rights now flow through Santander/SHUSA structures rather than Webster.