Webster Financial Corporation Acquired by Banco Santander in $13 Billion Deal
The Connecticut-based regional bank has been delisted from the NYSE following completion of a complex multi-step transaction that makes it a subsidiary of Spain's largest lender.
Transaction Closes After Six-Month Process
Webster Financial Corporation (WBS) has completed its acquisition by Banco Santander, S.A., ending the $13 billion regional bank's 95-year run as an independent public company. The transaction closed on August 20, 2026, following announcement of the original merger agreement on February 3, 2026, according to an 8-K filing submitted to the Securities and Exchange Commission (8-K filing, 2026-08-20).
Under the terms of the deal, each share of Webster common stock was exchanged for 2.0548 Banco Santander American Depositary Shares and $48.75 in cash, without interest (8-K filing, 2026-08-20). Based on the company's last closing price of $77.57 and approximately 168 million shares outstanding implied by its $13 billion market capitalization, the transaction valued Webster at roughly $13 billion in total consideration.
Complex Multi-Step Structure
The acquisition was executed through a series of corporate reorganizations designed to integrate Webster into Santander's U.S. operations. Webster first reincorporated in Virginia, then became a wholly-owned subsidiary of Banco Santander before being contributed to Santander Holdings USA, Inc. (SHUSA), the Spanish bank's U.S. intermediate holding company (8-K filing, 2026-08-20).
Webster Virginia was subsequently merged into SHUSA, with SHUSA continuing as the surviving corporation. Immediately following that merger, Webster Bank, National Association was merged into Santander Bank, National Association, consolidating the banking operations (8-K filing, 2026-08-20).
Preferred Stock Treatment
Webster's two series of preferred stock were converted through the merger process. The 5.25% Non-Cumulative Perpetual Preferred Stock, Series F, and the 6.50% Non-Cumulative Perpetual Preferred Stock, Series G, were ultimately converted into SHUSA's Series H and Series I Preferred Stock, respectively, maintaining their economic terms (8-K filing, 2026-08-20).
Delisting and Management Changes
Webster requested that the New York Stock Exchange suspend trading and withdraw its common and preferred stock from listing before markets opened on August 20, 2026 (8-K filing, 2026-08-20). SHUSA, as Webster's successor, intends to file Form 15 certifications to deregister the securities and suspend Webster's reporting obligations under the Securities Exchange Act.
All of Webster's directors and executive officers ceased serving in those capacities at the completion of the reincorporation merger. However, four individuals—John R. Ciulla, Luis Massiani, Frederick J. Crawford, and Maureen B. Mitchell—joined the boards of directors of both SHUSA and Santander Bank following the transaction (8-K filing, 2026-08-20).
MarginX data shows recent insider activity prior to the deal's closing, including tax withholding transactions by executives Kristy Berner and Christopher J. Motl, and a 105,830-share award to Ciulla, who appears positioned to play a role in the combined entity's leadership.
Strategic Rationale
The acquisition significantly expands Banco Santander's presence in the U.S. Northeast, combining Webster's Connecticut and New York franchise with Santander Bank's existing footprint. The deal represents one of the largest cross-border bank acquisitions involving a U.S. regional bank in recent years.
This article was generated by MarginX from the 8-K filing on 2026-08-20. It is not investment advice.