Madrid/Boston, 3 February 2026.
Banco Santander, S.A. (“Santander”) today announced that it has entered into an agreement to acquire Webster Financial Corporation (“Webster”), holding company for Webster Bank, N.A., a diversified U.S. retail and commercial bank headquartered in Stamford, Connecticut, in a transaction that will create a stronger, more competitive bank for customers.

The combination brings together two highly complementary franchises, significantly expanding Santander’s scale, deposit base and capabilities in the U.S., while enhancing the products, technology and services available to both banks’ customers.

This acquisition, equivalent to approximately 4% of Santander’s assets, complements the Santander U.S. franchise by positioning the combined business as a top-ten retail and commercial bank in the U.S. by assets and a top-five deposit franchise across key states in the U.S. Northeast.

A stronger bank for customers and communities

Founded in 1935, Webster serves individuals, families and businesses across Consumer, Commercial and Healthcare Financial Services. Webster is strongly positioned in affluent markets and middle market lending, with a stable and attractive source of deposits together with a complementary Northeastern branch footprint.

Santander is recognized in the U.S. for its strong consumer finance franchise and, more recently, its enhanced digital deposit gathering capabilities led by Openbank to profitably support its U.S. lending businesses. The acquisition of Webster is expected to accelerate this strategy by integrating one of the U.S. market's most efficient deposit gatherers with best-in-class funding costs to drive a material improvement in the joint pro forma funding costs. 

For customers, the combination means:

• Access to a broader branch and service footprint.
• Enhanced digital and mobile banking capabilities.
• Expanded product offerings across consumer, commercial and healthcare savings.
• Continued local relationship-based service, supported by the scale and stability of one of the world’s largest banking groups.

Until the transaction closes, Santander and Webster will continue to operate as separate companies, and there will be no changes to Santander or Webster customer accounts, branch access or day-to-day service.

Santander is committed to maintaining high levels of service throughout the integration and continuing to invest in technology, innovation and customer experience across the United States.

Christiana Riley, CEO of Santander US, said: “This acquisition is a significant step forward in strengthening our commercial banking presence and filling in our retail branch footprint and scale, particularly in Connecticut where we are committed to maintaining a broad branch presence. The acquisition meaningfully expands our commercial franchise, resulting in a more balanced business mix and positioning us for sustainable, long-term growth. 

Equally important, we are bringing aboard a talented leadership team with a strong track record in building a high-quality bank, and we are excited about the value we can create together for our customers and communities. Webster’s existing headquarters in Stamford, Connecticut, will be a core corporate office for Santander, alongside our corporate offices in Boston, New York, Miami and Dallas.”

John Ciulla, Chairman, President and CEO of Webster, said: “This is an exciting combination that brings together complementary strengths and a shared commitment 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. I look forward to joining the Santander team and enhancing our ability to support clients across our expanded footprint. As a Connecticut-based bank with deep roots in the state, we also look forward to continuing our commitment to the communities we serve in the region.”

Transaction and valuation highlights

Under the terms of the agreement, Webster is valued at an implied equity valuation of $12.2 billion (€10.3 billion), based on a consideration of $48.75 per Webster share in cash and 2.0548 Santander shares in the form of American Depositary Shares per Webster share, representing $26.25 per Webster share based on the volume-weighted average price of €10.79 per Santander share for the three-day period ended on 2 February 2026, and a EUR/USD exchange ratio of 1.1840 as of 2 February 2026, representing a total consideration of $75.00 per Webster share.

The total consideration values Webster at a premium of 14% to Webster’s volume-weighted average share price of $65.75 for the three-day period ended on 2 February 2026. This equates to a price-to-earnings multiple of 10 times Webster’s consensus 2028 earnings or 6.8 times after projected cost-savings.

The consideration mix represents 65% cash and 35% newly issued Santander shares in the form of American Depositary Shares or, if practicable, Santander ordinary shares.

Once the transaction is completed, Christiana Riley will remain Santander’s country head in the U.S. and Santander Holdings USA (‘SHUSA’) Chief Executive Office (‘CEO’). Webster’s current CEO, John Ciulla, will be the CEO of Santander Bank NA (‘SBNA’) into which Webster’s businesses will be integrated. Luis Massiani, Webster’s President and Chief Operating Officer (‘COO’), will be COO of both SHUSA and SBNA with responsibility for leading the integration, reporting to both Ms. Riley and Mr. Ciulla. This will ensure continuity of leadership and strong alignment with customers, colleagues, communities and regulators.

Santander’s and Webster’s experienced integration teams will support a disciplined transition, focused on service continuity, employee engagement and timely delivery of synergies.

Mr. Ciulla and Mr. Massiani will both continue to be based in Webster’s existing headquarters in Stamford, Connecticut, which will be a core corporate office for Santander, alongside its corporate offices in Boston, New York, Miami and Dallas. Tim Ryan will continue to chair the board of directors of SHUSA.

Clear strategic rationale and path to value creation

Over the past five years, the U.S. has been one of the largest value creators in the group, with average annual profit after tax growth of 31% in the U.S. over the past three years, and all Investor Day targets achieved.

Following the completion of this acquisition, Santander will become a top-ten retail and commercial bank in the U.S. by assets, with a combined U.S. balance sheet of approximately $327 billion in assets, $185 billion in loans and $172 billion in deposits based on figures as of 31 December 2025.

The transaction is expected to materially improve Santander U.S.’s business:

• The combination creates a more balanced business profile by combining Santander U.S.’s strength in consumer finance and Webster’s strength in commercial banking.
• The combined net loan-to-deposit ratio is expected to improve from Santander U.S.’s 109% to approximately 100%.
• Webster’s unique deposit base enhances the combined funding profile, enabling lower cost of funding.

The combination is also expected to deliver significant combined cost synergies of approximately $800 million^[2], equivalent to around c.19% of the combined cost base, supported by Santander’s and Webster’s integration track record and disciplined execution model. As a result, Santander U.S. expects its efficiency ratio to improve to below 40% by 2028.

Attractive financial returns with strong capital discipline

The transaction is expected to deliver compelling financial returns while preserving Santander’s capital strength:

• Return on invested capital for Santander of approximately 15%.
• Group earnings per share accretion of c.7-8% by 2028.
• Santander U.S. RoTE of 18% by 2028, driven by scale, cost synergies, improved funding structure and continued organic transformation.
• Group CET1 ratio of 12.8% post-closing^[3], with the group maintaining all buyback targets^[4], and over 13% by 2027, thereby maintaining capital levels at the upper end of the bank’s 12-13% CET1 operating range.

The transaction is self-funded through excess capital and future capital generation, enhancing Santander’s capital flexibility and long-term value creation capacity.

Santander has a long and successful track record of executing and integrating acquisitions across its core markets, supported by a consistent operating model and market-leading technology platforms.

The transaction is subject to customary closing conditions, including regulatory approvals and the receipt of Webster and Santander shareholder approvals, and is expected to close in the second half of 2026.

Centerview Partners, Goldman Sachs and Bank of America Europe DAC are serving as Santander’s financial advisers and Davis Polk & Wardwell LLP is serving as its U.S. legal adviser and Uría Menéndez as its Spanish legal adviser.

[1] Based on analyst consensus estimates per Visible Alpha.

[2] Cost synergies are pre-tax, on an annual basis, full run-rate by year-end in 2028.

[3] Closing expected in H2’26. CET1 ratio estimated based on transaction closing in Q4’26.

[4] As previously announced, Santander intends to allocate at least €10bn to shareholder remuneration in the form of share buybacks, corresponding to the 2025 and 2026 results, as well as to the expected excess capital. This share buyback target includes: (i) buybacks that are part of the existing shareholder remuneration policy outlined below, and (ii) additional buybacks following the publication of annual results to distribute year-end excesses of CET1 capital. The current remuneration policy for the 2025 results, which the board intends to apply, will remain the same as for the 2024 results, consisting of a total shareholder remuneration of approximately 50% of the Group's reported profit (excluding non-cash and non-capital ratios impact items), distributed in approximately equal parts between cash dividends and share buybacks. The execution of the shareholder remuneration policy and share buybacks to distribute the excess CET1 capital is subject to corporate and regulatory decisions and approvals.