WEBSTER FINANCIAL CORP

Webster Financial Corporation announced significant progress on its proposed acquisition by Banco Santander, valued at approximately $12.3 billion. The transaction has received approvals from Webster's stockholders, the OCC, and the European Central Bank, with Federal Reserve approval still pending for an expected closing in the second half of 2026. For Q2 2026, the company reported a diluted EPS of $1.56, an increase from $1.52 year-over-year, and net interest income grew 1.9% to $632.7 million, though net interest margin decreased. Additionally, a joint venture with Marathon Asset Management faces potential dissolution due to recent changes in control.

Webster Financial Corporation reported strong second quarter 2026 results, with diluted EPS of $1.56 and adjusted EPS of $1.60. The company's net income applicable to common stockholders was $249.4 million, and revenue reached $740.0 million. Loans and leases grew to $57.9 billion, and deposits increased to $70.3 billion, while non-performing loans significantly declined. The proposed acquisition by Banco Santander, S.A. continues to progress, having received approvals from Webster's stockholders, the Office of the Comptroller of the Currency, and the European Central Bank, with Federal Reserve System approval pending.

Webster Financial announced that the Office of the Comptroller of the Currency (OCC) approved the Bank Merger Act application for the merger of Webster Bank, National Association, with and into Santander Bank, National Association. This approval, granted on June 12, 2026, is a key step in the previously announced acquisition of Webster Financial Corporation by Banco Santander, S.A. The overall acquisition remains subject to customary closing conditions, including approvals from the Board of Governors of the Federal Reserve System and the European Central Bank.

Webster Financial Corporation's stockholders held a Special Meeting on May 26, 2026, and approved the proposed acquisition by Banco Santander, S.A. in a cash and stock transaction. The Transaction Proposal received overwhelming support, with 115,788,667 votes in favor. Additionally, stockholders approved, on an advisory basis, the compensation payments to named executive officers in connection with the transaction, and the Adjournment Proposal.

Webster Financial Corporation has received demand letters and three lawsuits from shareholders alleging disclosure deficiencies in its definitive proxy statement regarding the previously announced two-step acquisition by Banco Santander. While Webster believes the allegations are without merit and no supplemental disclosures are legally required, it is voluntarily providing additional information in this 8-K to prevent transaction delays and minimize associated expenses. The special stockholders' meeting to vote on the Transaction Agreement is scheduled for May 26, 2026.

WEBSTER FINANCIAL CORP (WBS) announced its proposed acquisition by Banco Santander for approximately $12.3 billion, with the transaction expected to close in the second half of 2026, pending regulatory and stockholder approvals. For Q1 2026, WBS reported diluted EPS of $1.50, an increase of 15.4% year-over-year, and net income of $246.2 million. The company's joint venture with Marathon Asset Management faces potential dissolution due to change of control clauses triggered by both the Banco Santander acquisition and CVC Capital Partners' acquisition of Marathon.

Webster Financial Corporation reported Q1 2026 net income of $239.3 million, or $1.50 per diluted share, with adjusted EPS of $1.57. The company also provided an update on its proposed acquisition by Banco Santander, S.A., a cash and stock transaction anticipated to close in the second half of 2026, subject to approvals. Webster will not conduct an earnings conference call due to the pending transaction.

WEBSTER FINANCIAL CORP filed an Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The filing confirms the company's status as a well-known seasoned issuer and a large accelerated filer. It also indicates compliance with all required SEC reports and the submission of Interactive Data Files during the preceding 12 months. The company has also filed a report and attestation regarding the effectiveness of its internal control over financial reporting.