WBS: 15-12G · acquisition merger
Webster Financial Corporation filed Form 15 to terminate its SEC registration and suspend reporting duties under Sections 13 and 15(d) of the Exchange Act, relying on Rule 12h-3(b)(1)(i). The filing follows Webster's acquisition by Banco Santander: Webster merged into a Virginia subsidiary on August 20, 2026, after which Santander acquired its shares via a statutory share exchange and merged the entity into Santander Holdings USA (SHUSA). The deregistration covers only Webster's two note classes, the 4.100% Senior Notes due 2029 and 5.784% Fixed Rate Reset Subordinated Notes due 2035, held by roughly 59 and 49 record holders respectively. SHUSA assumed Webster's obligations under these securities, so bondholders' terms are unaffected; the move is a routine post-merger cleanup step.
Webster Financial Corporation filed a Form 15 to terminate registration of its common stock under Section 12(g) and suspend its Exchange Act reporting duties, certifying zero holders of record as of the notice date. The filing is signed by Santander Holdings USA, Inc. as successor by merger to Webster. The deregistration caps a merger chain completed on August 20, 2026 under a February 3, 2026 transaction agreement with Banco Santander: Webster merged into its Virginia subsidiary Webster Virginia, Banco Santander then acquired all Webster Virginia shares through a statutory share exchange, and Webster Virginia was merged into SHUSA. Each Webster share was converted one-for-one into Webster Virginia stock and then one-for-one into no-par-value SHUSA common stock. With the registrant fully absorbed into the Santander structure, no further Exchange Act filings will be made under Webster's CIK.
WBS: 8-K · acquisition merger
Banco Santander completed its acquisition of Webster Financial Corporation on August 20, 2026. Each share of Webster common stock was exchanged for the right to receive 2.0548 Banco Santander American Depositary Shares plus $48.75 in cash, without interest. The closing executed a multi-step structure: Webster merged into its Virginia subsidiary, which Banco Santander acquired via statutory share exchange and immediately contributed to Santander Holdings USA (SHUSA), followed by an IHC merger into SHUSA. Separately, Webster Bank, N.A. was merged into Santander Bank, N.A., which survives as the combined bank. Webster common stock and both preferred series were withdrawn from NYSE listing before the market opened on August 20, 2026, with a Form 25 delisting notice filed and Form 15 deregistration of Webster securities to follow promptly. All Webster directors and executive officers ceased service at the effective time, with the director departures explicitly not due to any disagreement. As contemplated by the transaction agreement, John R. Ciulla, Luis Massiani, Frederick J. Crawford and Maureen B. Mitchell joined the boards of SHUSA and Santander Bank, N.A.
Webster Financial Corporation (NYSE:WBS) Receives Consensus Recommendation of “Hold” from Analysts
Santander Receives Federal Reserve Approval for the Acquisition of Webster Financial Corporation
Webster Financial Corporation announced receipt of Federal Reserve approval for its acquisition by Banco Santander, marking the final major regulatory clearance required for the deal. The transaction, previously approved by the OCC and ECB, is now expected to close on August 20, 2026. Santander outlined financial targets for the combined U.S. business, projecting a return on tangible equity of approximately 18% and 7–8% earnings per share accretion by 2028. Until the deal closes, both banks will operate independently, and Webster customers do not need to take any action regarding their accounts or services.
Webster Financial Corporation Declares Common and Preferred Dividends
Webster Financial Corporation declared a quarterly cash dividend of $0.40 per share on its common stock, payable August 20, 2026 to shareholders of record on August 10, 2026. The Board also declared dividends on its preferred stock, including $0.328125 per depositary share for Series F and $0.40625 per depositary share for Series G. Webster Financial is the holding company for Webster Bank, N.A., with more than $80 billion in total assets.
WBS: 10-Q · periodic report
Webster Financial Corporation reported net income of $256.8 million for the second quarter of 2026, with diluted earnings per share of $1.56, compared to $1.52 in the prior year quarter. Total assets increased to $86.0 billion, driven primarily by loan growth, while the company maintained strong capital ratios with a CET1 Risk-Based Capital ratio of 11.71%. The pending acquisition by Banco Santander, valued at approximately $12.3 billion, reached significant milestones during the quarter with approvals from the Office of the Comptroller of the Currency and the European Central Bank. The transaction, which offers holders $48.75 in cash and 2.0548 ADSs per share, was previously approved by stockholders and now awaits approval from the Federal Reserve Board to close in the second half of 2026. Webster also noted that the change of control at Marathon Asset Management, acquired by CVC Capital Partners, triggered a dissolution right in their joint venture, though Webster has not elected to dissolve it. The company declared a quarterly dividend of $0.40 per share, adhering to the dividend cap established in the merger agreement with Banco Santander.
Webster Financial Q2 Earnings Miss Estimates, Expenses Rise Y/Y
Compared to Estimates, Webster Financial (WBS) Q2 Earnings: A Look at Key Metrics
Webster Financial (WBS) Q2 Earnings and Revenues Miss Estimates
Webster Reports Second Quarter 2026 EPS of $1.56; Adjusted EPS of $1.60
Webster Financial reported Q2 net income of $249.4 million, or $1.56 per share, with adjusted EPS of $1.60 excluding transaction expenses. Total revenue reached $740.0 million, supported by growth in loans and leases to $57.9 billion and deposits to $70.3 billion. Asset quality improved as non-performing loans declined 19.7% sequentially to $429.0 million, while the allowance coverage ratio increased to 169%. Efficiency ratio was 47.74%, and the company booked $8.7 million in transaction-related expenses. The pending acquisition by Banco Santander remains on track following ECB approval, leaving only Federal Reserve clearance outstanding. Webster will cease providing forward guidance given the expected closing in the second half of 2026.
Webster Financial (WBS) Q2 Earnings on the Horizon: Analysts' Insights on Key Performance Measures
Webster Financial Corporation Announces Q2 2026 Earnings Release
Webster Financial Corporation will release its second quarter 2026 earnings after the U.S. market close on July 21, 2026. The company stated it will not host an earnings conference call or accompanying presentation due to its pending merger with Banco Santander, S.A. Webster Financial is the holding company for Webster Bank, N.A., which reported more than $80 billion in total assets and operates across the Northeast.
Webster Financial (WBS) Earnings Expected to Grow: What to Know Ahead of Q2 Release
KBRA Assigns Preliminary Ratings to GoTo Foods Funding LLC and Jamba Juice Funding LLC, Series 2026-1
The Office of the Comptroller of the Currency (OCC) has approved the application for Santander Bank, National Association to merge with Webster Bank, National Association. This approval, granted on June 12, 2026, marks a significant step in the regulatory process for the transaction. The broader acquisition of Webster Financial Corporation by Banco Santander, S.A. remains pending and is subject to customary closing conditions. Specifically, the deal still requires approval from the Board of Governors of the Federal Reserve System and the European Central Bank before it can be finalized.
KBRA Assigns Preliminary Ratings to Jimmy John's Funding, LLC Series 2026-1 Senior Secured Notes
Stock Of The Day: Is Webster Financial About To Head Higher?
Webster Financial Corporation (WBS) announced that its stockholders have approved the proposed acquisition by Banco Santander, S.A. The vote took place at a special meeting on May 26, 2026, with 115,788,667 votes cast in favor of the transaction proposal, compared to 1,279,203 votes against. The transaction involves a cash and stock deal pursuant to a Transaction Agreement dated February 3, 2026. Stockholders also voted on a non-binding advisory proposal regarding executive compensation, which received 68,045,455 votes in favor and 48,130,845 votes against. With the requisite votes secured, the special meeting concluded without adjournment. This approval is a critical step toward closing the acquisition, which will result in a change of control for Webster Financial and likely lead to the delisting of its shares from the New York Stock Exchange.
Webster Financial Corporation filed an 8-K providing supplemental disclosures regarding its pending acquisition by Banco Santander, addressing allegations of disclosure deficiencies raised in recent stockholder litigation. The filing confirms that Webster’s special meeting of stockholders to vote on the transaction will be held on May 26, 2026. The supplemental information includes J.P. Morgan’s financial analysis, which derived implied equity value ranges of $62.00 to $76.95 per share using price-to-earnings multiples and $65.15 to $80.75 per share using dividend discount modeling. These valuations support the transaction consideration of $75.00 per share, which represents a significant premium to Webster’s closing price of $65.77 on January 30, 2026. Webster denies the merits of the stockholder complaints but issued this voluntary disclosure to mitigate the risk of delays in consummating the transaction. The filing underscores the advanced stage of the deal, with the definitive proxy statement already mailed and the SEC registration statement declared effective.
Are KW, THR, NFBK, WBS Obtaining Fair Deals for their Shareholders?
Halper Sadeh LLC is investigating potential securities law violations or breaches of fiduciary duties relating to proposed M&A transactions involving Kennedy-Wilson (KW), Thermon Group (THR), Northfield Bancorp (NFBK), and Webster Financial (WBS). The firm encourages shareholders to contact them to discuss rights and options on a contingent fee basis, noting that insiders may receive benefits not available to ordinary shareholders. This release is a standard solicitation by a plaintiff law firm and does not constitute a disclosure from the issuers or a court certification of a class action.
Webster Financial Corporation declared a quarterly cash dividend of $0.40 per share on its common stock, payable May 21, 2026. The board also declared dividends on its Series F and Series G Preferred Stock, with payment dates in June and July 2026 respectively. These declarations continue the company's existing dividend policy without change to the common share rate.
Webster Financial's Q1 Earnings Beat Estimates on Higher NII
Compared to Estimates, Webster Financial (WBS) Q1 Earnings: A Look at Key Metrics
Webster Financial (WBS) Surpasses Q1 Earnings Estimates
Webster Reports First Quarter 2026 EPS of $1.50; Adjusted EPS of $1.57
Webster Financial reported Q1 net income of $239.3 million, or $1.50 per diluted share, up from $1.30 in the prior year, on revenue of $735.9 million. The company continues to advance its pending acquisition by Banco Santander, announced in February, under which shareholders will receive $48.75 in cash and 2.0548 Santander shares per Webster share. Period-end loans grew 1.2% sequentially to $57.2 billion and deposits increased 0.4% to $69.0 billion, while asset quality metrics improved compared to the first quarter of 2025.
Are FORA, GRTX, WBS, TALK Obtaining Fair Deals for their Shareholders?
Halper Sadeh LLC is investigating the proposed sale of Forian to a consortium of investors led by Chairman and CEO Max Wygod for $2.17 per share in cash. The investigation aims to determine if the proposed transaction breaches fiduciary duties, particularly concerning whether insiders are receiving benefits not available to ordinary shareholders. Shareholders are encouraged to contact the firm to discuss potential legal remedies or increased consideration without any cost or obligation.
Webster Financial (WBS) Earnings Expected to Grow: Should You Buy?
Webster Financial Corporation Announces Q1 2026 Earnings Release
