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Banco Santander said it has agreed to acquire Webster Financial Corp., the parent company of Webster Bank, N.A., in a transaction designed to forge a larger and more competitive retail and commercial banking franchise in the United States.

The deal, which values Webster at an implied equity valuation of $12.2 billion (€10.3 billion), marks a significant expansion of Santander’s U.S. footprint and positions the combined institution among the country’s top-tier lenders.

The move is equivalent to roughly 4% of Santander’s total assets and will vault the combined entity into the ranks of the top-ten retail and commercial banks in the U.S. by assets and a top-five deposit franchise across key Northeastern states.

Building Scale in the Northeast

Webster, founded in 1935 and headquartered in Stamford, Connecticut, serves individuals, families and businesses across consumer, commercial and healthcare financial services. It has a strong presence in affluent markets and middle-market lending, supported by a stable and attractive deposit base.

Santander, meanwhile, has built a reputation in the U.S. through its consumer finance operations and, more recently, digital deposit growth driven by Openbank. By integrating Webster — regarded as one of the most efficient deposit gatherers in the U.S. market — Santander expects to materially lower its pro forma funding costs.

For customers, the combination promises:

• A broader branch and service network

• Enhanced digital and mobile banking tools

• Expanded offerings across consumer, commercial and healthcare savings

• Continued relationship-based local service, backed by the global scale of Santander

Until the transaction closes, both banks will operate independently, with no immediate changes to accounts, branches or day-to-day services.

Santander said it remains committed to maintaining high service levels throughout integration while continuing to invest in technology and customer experience across the U.S.

Deal Terms and Valuation

Under the agreement, Webster shareholders will receive $48.75 in cash and 2.0548 Santander shares in the form of American Depositary Shares for each Webster share. Based on Santander’s three-day volume-weighted average share price of €10.79 through Feb. 2, 2026, and a EUR/USD exchange rate of 1.1840, the stock component equates to $26.25 per Webster share, bringing total consideration to $75.00 per share.

The offer represents a 14% premium to Webster’s three-day volume-weighted average share price of $65.75 as of Feb. 2, 2026.

The valuation implies a price-to-earnings multiple of 10 times Webster’s projected 2028 earnings, or 6.8 times after anticipated cost savings. The consideration mix consists of 65% cash and 35% newly issued Santander shares.

Leadership and Integration

Upon closing, Christiana Riley will continue as Santander’s U.S. country head and CEO of Santander Holdings USA (SHUSA). Webster CEO John Ciulla will become CEO of Santander Bank NA (SBNA), the entity into which Webster’s businesses will be integrated.

Luis Massiani, Webster’s president and chief operating officer, will serve as COO of both SHUSA and SBNA, overseeing integration efforts and reporting to Riley and Ciulla.

Both Ciulla and Massiani will remain based at Webster’s Stamford headquarters, which will serve as a core corporate office alongside Santander’s offices in Boston, New York, Miami and Dallas. Tim Ryan will continue as chair of the SHUSA board.

Integration teams from both banks will guide the transition, focusing on service continuity, employee engagement and timely realization of synergies.

Strategic Rationale and Financial Impact

Over the past five years, Santander said its U.S. operations have been among the group’s strongest value creators, with average annual profit after tax growth of 31% over the past three years and all Investor Day targets achieved.

Following completion, the combined U.S. balance sheet will total approximately $327 billion in assets, including $185 billion in loans and $172 billion in deposits as of Dec. 31, 2025.

The transaction is expected to:

• Create a more balanced business model, blending Santander’s consumer finance strengths with Webster’s commercial banking expertise

• Improve the combined net loan-to-deposit ratio from 109% to roughly 100%

• Enhance funding efficiency through Webster’s deposit base

• Generate about $800 million in cost synergies, equal to roughly 19% of the combined cost base

Santander U.S. projects its efficiency ratio will fall below 40% by 2028.

Capital Strength and Returns

Santander expects the acquisition to deliver a return on invested capital of approximately 15% and boost group earnings per share by 7% to 8% by 2028.

Santander U.S. is projected to achieve a return on tangible equity of 18% by 2028. The group’s common equity Tier 1 ratio is expected to stand at 12.8% post-closing, rising above 13% by 2027 — maintaining capital at the upper end of its 12%–13% operating range while preserving buyback targets.

The transaction will be funded through excess capital and future capital generation.

Advisors and Timeline

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

The deal is subject to customary closing conditions, including regulatory and shareholder approvals from both companies. It is expected to close in the second half of 2026.

As Santander to acquire Webster Bank moves toward completion, the transaction signals a recalibration of scale in U.S. banking — a move that could reshape the competitive landscape from New England to the broader national stage.