STAMFORD – Banco Santander, S.A. has agreed to acquire Webster Financial Corp. in a $12.3 billion cash-and-stock transaction. Under the terms of the agreement, Webster stockholders will receive $48.75 in cash and 2.0548 Santander American Depository Shares for each Webster common share.
Webster Financial Corp. is the holding company for Webster Bank. Webster Bank’s list of locations shows it has 95 in Connecticut and 82 in New York state.
The value of the transaction, which was announced today, is based on the $75.59 per share closing prices of Webster Financial stock as of Feb. 2 and represents a 16% premium to Webster’s 10-day volume-weighted average stock price, a 9% premium to Webster’s all-time high closing stock price, and is greater than two times Webster’s fourth quarter 2025 period-end tangible book value per share.
“This is an exciting combination that brings together complementary strengths and a shared commitment to excellence,” said John R. Ciulla, Webster chair and CEO. “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.
He says he looks forward to joining the Santander team and enhancing Webster’s ability to support its clients.
“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,” Ciulla added. “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.”
Banco Santander Executive Chair Ana Botín sees the purchase as an exciting step forward for Santander Group.
“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,” Botín said.
“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.”
At the same time, Santander announced a €5 billion share buyback.
“This value creation is supported by combined cost savings — including delivery of our Santander US organic plan,” she continued, “together with clear revenue opportunities from a stronger, more capable combined franchise.”
Under the terms of the definitive agreement, which has been unanimously approved by the board of directors of Webster and the relevant bodies of Santander, Webster will become a wholly owned subsidiary of Santander. Once the transaction is completed, Christina Riley will remain Santander’s country head in the U.S. and the CEO of Santander Holdings USA. Ciulla will be the CEO of Santander Bank NA into which all of Webster’s businesses will be integrated.
Luis Massiani, Webster’s president and COO, will be COO of both SHUSA and SBNA with responsibility for leading the integration, reporting to both Riley and Ciulla.
Ciulla and Massiani will continue to be based in Webster’s existing headquarters in Stamford, which will be a core corporate office for Santander, alongside its existing corporate offices in Boston, New York, Miami and Dallas.
Mr. Ciulla and Mr. Massiani, along with two additional current directors of Webster, will join the boards of directors of both SHUSA and SBNA. Tim Ryan will continue to chair the boards of directors of both SHUSA and SBNA.
The transaction is subject to customary closing conditions, including necessary bank regulatory approvals in the U.S. and EU and the approval of the stockholders of both Webster and Santander. The transaction is expected to close in the second half of 2026.
J.P. Morgan Securities LLC is serving as lead financial advisor and rendered a fairness opinion to Webster and Wachtell, Lipton, Rosen & Katz is serving as legal advisor. Piper Sandler & Co. also served as financial advisor to Webster.
