Webster Financial announced it has signed a definitive merger agreement to be acquired by Banco Santander, S.A. in a cash and stock transaction valued at about $12.3 billion, based on Santander’s closing price on February 2, 2026.
Under the terms, Webster shareholders would receive $48.75 in cash and 2.0548 Santander American Depository Shares for each Webster common share. The companies said the implied per share value is $75.59, reflecting a 16% premium to Webster’s 10-day volume weighted average price, a 9% premium to Webster’s all-time high closing price, and more than 2.0 times Webster’s tangible book value per share at the end of the fourth quarter of 2025.
Santander said the acquisition would expand its U.S. business while remaining a bolt-on transaction for the broader group, citing opportunities to broaden products, technology, and capabilities, as well as to pursue cost savings and revenue synergies. Santander also said it expects to maintain its shareholder remuneration commitments, including a €5 billion share buyback, which it said it launched the same day as the announcement.
Following the closing, Webster would become a wholly owned subsidiary of Santander. The companies said Christiana Riley would remain Santander’s country head in the U.S. and continue as chief executive officer of Santander Holdings USA, while Webster Chairman and CEO John R. Ciulla would become CEO of Santander Bank NA, the entity into which Webster’s businesses would be integrated. Webster President and COO Luis Massiani is expected to become COO of both Santander Holdings USA and Santander Bank NA and lead integration, reporting to both Riley and Ciulla.
Santander said Stamford, Connecticut, Webster’s current headquarters, would become a core corporate office for the combined organization alongside existing corporate offices in Boston, New York, Miami, and Dallas. Ciulla and Massiani are expected to remain based in Stamford after the deal closes.
Governance changes are also expected. Ciulla, Massiani, and two additional current Webster directors would join the boards of directors of both Santander Holdings USA and Santander Bank NA, while Tim Ryan would continue to chair the boards of both entities, according to the announcement.
Webster, founded in 1935 and headquartered in Stamford, said it has more than $80 billion in total assets and operates across commercial banking, healthcare financial services, and consumer banking, with a core footprint in the Northeast. Santander, founded in 1857 and headquartered in Spain, described itself as a global commercial bank with businesses spanning retail and commercial banking, digital consumer banking, corporate and investment banking, wealth management and insurance, and payments.
Support: J.P. Morgan Securities LLC is serving as lead financial advisor to Webster and provided a fairness opinion, with Piper Sandler & Co. also advising Webster. Wachtell, Lipton, Rosen & Katz is serving as legal advisor.
KEY QUOTES:
“This is an exciting combination that brings together complementary strengths and a shared commitment to excellence. As a larger organization, we will unlock greater scale, broader capabilities and new opportunities for growth—while remaining deeply focused on the people who define our success. I look forward to joining the Santander team and enhancing our ability to support our clients. As a Connecticut-based bank with deep roots in the region, we also look forward to continuing our commitment to the communities we serve.”
“Paramount to Webster’s board and me was partnering with an organization that understands the importance and power of legacy as we do and the value we place on our clients. We found that shared commitment in Santander and are confident this transaction will create an even stronger partner to help our clients achieve their financial goals.”
John R. Ciulla, Chairman & CEO, Webster Financial Corporation
“This is an exciting step forward for Santander Group, 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 bringing together two highly complementary franchises 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 in the U.S.”
“Importantly, we can achieve this while maintaining all our shareholder remuneration commitments, including the €5 billion share buyback we launched today and our broader distribution commitments.”
“The transaction delivers meaningful, tangible value for the Group and our shareholders. The consideration is based on a balanced mix of cash and stock which enhances EPS accretion for Santander shareholders while also allowing Webster shareholders to benefit in the combined upside.”
“This value creation is supported by combined cost savings—including delivery of our Santander U.S. organic plan—together with clear revenue opportunities from a stronger, more capable combined franchise.”
“Webster also brings a top-notch and proven management team, led by John Ciulla, which de-risks integration and accelerates execution from day one, with Christiana Riley continuing as Country Head for the US and Tim Ryan as Chair.”
Ana Botín, Executive Chair, Banco Santander, S.A.
