WEBSTER FINANCIAL CORP

DEFM14A 1 ny20070640x1_defm14a.htm DEFM14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to §240.14a-12 Webster Financial Corporation (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement, if Other than the Registrant) Payment of Filing Fee (Check the appropriate box): ☒ No fee required ☐ Fee paid previously with preliminary materials ☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 TABLE OF CONTENTS TRANSACTION PROPOSED—YOUR VOTE IS VERY IMPORTANT To the Stockholders of Webster Financial Corporation: On February 3, 2026, Webster Financial Corporation (“Webster”) entered into a transaction agreement (as amended from time to time, the “transaction agreement”) with Webster Virginia Corporation, a direct, wholly-owned subsidiary of Webster (“Webster Virginia”), and Banco Santander, S.A., a Spanish sociedad anónima (“Santander”), a copy of which is attached as Annex A to the accompanying document, pursuant to which all outstanding shares of Webster common stock will be acquired by Santander in two steps. First, in order to effectuate a reincorporation of Webster in Virginia, Webster will merge with and into Webster Virginia (the “reincorporation merger”), with each outstanding share of Webster common stock being converted into one share of Webster Virginia common stock, and with Webster Virginia continuing as the surviving corporation in such merger. The reincorporation merger will be effected pursuant to a Plan of Merger in the form attached to the transaction agreement and as Annex B to the accompanying document. Second, immediately following the completion of the reincorporation merger, Santander will acquire all outstanding shares of Webster Virginia common stock through a statutory share exchange (the “share exchange” and, together with the reincorporation merger, the “transaction”). The share exchange will be effected pursuant to a Plan of Share Exchange in the form attached to the transaction agreement and as Annex C to the accompanying document. All references to the “transaction agreement” herein shall mean the transaction agreement and the Plan of Merger and Plan of Share Exchange attached thereto and as Annexes A, B and C to the accompanying document, respectively. The board of directors of Webster (the “Webster board”) has unanimously approved the transaction agreement. Upon the terms and subject to the conditions of the transaction agreement and pursuant to a Plan of Merger in the form attached to the transaction agreement and as Annex B to the accompanying document, at the effective time of the reincorporation merger, each outstanding share of Webster common stock will be converted into one share of Webster Virginia common stock. In addition, at the effective time of the reincorporation merger, each outstanding share of (i) Webster 5.25% Non-Cumulative Perpetual Preferred Stock, Series F (the “Webster Series F preferred stock”), and (ii) Webster 6.50% Non-Cumulative Perpetual Preferred Stock, Series G (the “Webster Series G preferred stock” and, together with the Webster Series F preferred stock, the “Webster preferred stock”), will be converted into one share of a newly created series of preferred stock of Webster Virginia having substantially the same terms as the Webster Series F preferred stock (the “Webster Virginia Series F preferred stock”) and the Webster Series G preferred stock (the “Webster Virginia Series G preferred stock” and, together with the Webster Virginia Series F preferred stock, the “Webster Virginia preferred stock”), as applicable. Immediately following the completion of the reincorporation merger, Santander will acquire all outstanding shares of Webster Virginia common stock through a statutory share exchange, and each share of Webster Virginia common stock will be converted into the right to receive (i) 2.0548 Santander American Depositary Shares (“Santander ADSs”) (the “share consideration”) and (ii) $48.75 in cash, without interest (the “cash consideration” and, together with the share consideration, the “exchange consideration”). You will have the option to exchange any Santander ADSs you receive in the transaction for Santander ordinary shares at no charge to you during a specified period following closing of the transaction subject to completion of any applicable procedures and certifications. The share exchange will be effected pursuant to a Plan of Share Exchange in the form attached to the transaction agreement and as Annex C to the accompanying document. The exchange consideration represented a value of $75.63 per share of Webster common stock based on a closing price of the Santander ordinary shares of €11.05 as of February 2, 2026 (equivalent to $13.08 based on the exchange rate published by the European Central Bank (“ECB”) on such date), the last trading day before the public announcement of the transaction, and a 16% premium to Webster’s 10-day volume-weighted average stock price as of February 2, 2026. The exchange consideration represented a value of $75.59 per share of Webster common stock based on a closing price of the Santander ADSs of $13.06, the last trading day before the public announcement of the transaction, and a 16% premium to Webster’s 10-day volume-weighted average stock price as of February 2, 2026. Based on a closing price of the Santander ordinary shares of €11.04 on April 17, 2026 (equivalent to $13.03 based on the exchange rate published by the ECB on such date), the last practicable trading day before the date of the accompanying document, the exchange consideration represented a value of $75.52 per share of Webster common stock as of such date. Based on a closing price of the Santander ADSs of $12.88 on April 17, 2026, the last practicable trading day before the date of the accompanying document, the exchange consideration represented a value of $75.22 per share of Webster common stock as of such date. No fractional Santander ADSs will be allotted to any holder of shares of Webster common stock in the transaction. Fractional entitlements to Santander ADSs will be aggregated and sold in the market by the exchange agent and the net proceeds distributed pro rata to holders of shares of Webster common stock entitled to them. Santander will bear the cost of any such sales. There can be no assurance as to the cash amount that will be distributed to holders of shares of Webster common stock in lieu of fractional entitlements. TABLE OF CONTENTS The market prices of the ordinary shares of Santander (“Santander ordinary shares”), Santander ADSs and shares of Webster common stock at the time of closing of the transaction could be greater than, less than or the same as the value of such securities on the date of the accompanying document. We urge you to obtain current market quotations for these securities . Santander ordinary shares trade on the Madrid, Barcelona, Bilbao and Valencia stock exchanges (the “Spanish Stock Exchanges”) through the Automated Quotation System of the Spanish Stock Exchanges (the “Automated Quotation System”) under the ticker symbol “SAN.” Santander ordinary shares are also listed on the London (in the form of CREST depository interests) and Warsaw stock exchanges under the ticker symbol “BNC” and “SAN,” respectively, and in the International Quotation System of the Mexican stock exchange under the ticker symbol “SANN.” Santander ADSs trade on the New York Stock Exchange (“NYSE”) under the ticker symbol “SAN.” Shares of Webster common stock