Santander to acquire Webster Financial for $12.2B in cash and shares

Banco Santander, S.A. (SAN) announced that it has entered into an agreement to acquire Webster Financial (WBS), holding company for Webster Bank, N.A., in a transaction that it says “will create a stronger, more competitive bank for customers.” Santander stated: “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.” Webster shareholders will receive $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 EUR 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, resulting in a total consideration of $75 per Webster share. Ana Botin, executive chair of Banco Santander, said: “This is an exciting step forward for Santander, as it creates a stronger bank for our customers and the communities we serve. Webster is one of the most efficient and profitable banks among its peers, and brings together two highly complementary franchises and will expand the products, technology and capabilities we can deliver with clear revenue opportunities from a stronger, more capable combined franchise. This transaction is strategically significant for our U.S. business, while remaining a bolt-on for the overall Group. It allows us to strengthen our franchise in both scale and profitability-improving our funding mix and economics, including lower funding costs-and puts us on track to deliver around 18% RoTE in the U.S. by 2028, among the top five for profitability within the 25 largest U.S. commercial banks. It will also support the Group’s target of above 20% RoTE by 2028. Importantly, we can achieve this while maintaining all of our shareholder remuneration commitments, including the EUR 5B share buyback we approved today and our broader distribution commitments.”