Santander Holdings USA, Inc.

false --12-31 0000811830 0000811830 2026-08-19 2026-08-19 0000811830 SNUS:PerpetualPreferredStockSeriesHMember 2026-08-19 2026-08-19 0000811830 SNUS:PerpetualPreferredStockSeriesIMember 2026-08-19 2026-08-19 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 20, 2026 ( August 19, 2026 ) Santander Holdings USA, Inc. (Exact name of registrant as specified in its charter) Virginia 1-16581 23-2453088 (State or other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 75 State Street , Boston , Massachusetts 02109 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: ( 800 ) 493-8219 N/A (Former name or former address if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbols Name of each exchange on which registered Depositary Shares, Each Representing a 1/1,000 th Interest in a Share of Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series H SNUS PF H New York Stock Exchange Depositary Shares, Each Representing a 1/40 th Interest in a Share of Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series I SNUS PF I New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐ Introductory Note This Current Report on Form 8-K is being filed in connection with the completion on August 20, 2026 (the “ Closing Date ”) of the previously announced acquisition of Webster Financial Corporation, a Delaware corporation (“ Webster ”), by Banco Santander, S.A., a Spanish sociedad anónima (“ Banco Santander ”), pursuant to a transaction agreement dated February 3, 2026 (the “ Transaction Agreement ”), by and among Banco Santander, Webster and a wholly-owned subsidiary of Webster incorporated in the State of Virginia (“ Webster Virginia ”). Among other things, the Transaction Agreement provides for the merger of Webster with and into Webster Virginia, with Webster Virginia continuing as the surviving corporation in such merger transaction (the “ Reincorporation Merger ”), and, immediately afterwards, the acquisition by Banco Santander of all outstanding shares of Webster Virginia common stock through a statutory share exchange, all subject to the terms and conditions of the Transaction Agreement (the “ Share Exchange ” and, together with the Reincorporation Merger, the “ HoldCo Transactions ”). Item 1.01 Entry Into a Material Definitive Agreement On August 19, 2026, (i) Banco Santander and Santander Holdings USA, Inc., a wholly-owned subsidiary of Banco Santander (“ SHUSA ”), entered into a share contribution agreement (the “ Contribution Agreement ”) which, among other things, provides for the contribution of all outstanding shares of Webster Virginia common stock to SHUSA immediately following completion of the HoldCo Transactions (the “ Webster Virginia Contribution ”), subject to the terms and conditions of such agreement and (ii) SHUSA and Webster Virginia entered into an agreement which, among other things, provides for the merger of Webster Virginia with and into SHUSA immediately following the Webster Virginia Contribution (the “ IHC Merger ”), subject to the terms and conditions of such agreement (the “ IHC Agreement and Plan of Merger ”) and the Virginia Stock Corporation Act. The foregoing descriptions of the Contribution Agreement and the IHC Agreement and Plan of Merger do not purport to be complete and are qualified in their entirety by reference to the full text of the Contribution Agreement and the IHC Agreement and Plan of Merger, respectively, which are attached hereto as Exhibits 2.2 and 2.3, respectively, and are incorporated herein by reference. Item 2.01 Completion of Acquisition or Disposition of Assets The information set forth in the Introductory Note and Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The HoldCo Transactions were consummated on the Closing Date, and, as a result, Banco Santander acquired all outstanding shares of Webster common stock. Pursuant to the terms and conditions of the Transaction Agreement, each share of Webster common stock issued and outstanding immediately prior to the effective time of the Reincorporation Merger was exchanged into the right to receive from Banco Santander 2.0548 Banco Santander American Depositary Shares and $48.75 in cash, without interest. Upon the closing of the HoldCo Transactions, Webster Virginia, the successor by merger to Webster, became a wholly-owned subsidiary of Banco Santander. In addition, at the effective time of the Reincorporation Merger, (i) each share of 5.25% Non-Cumulative Perpetual Preferred Stock, Series F, par value $0.01 per share, of Webster (the “ Webster Series F Preferred Stock ”) issued and outstanding immediately prior to the effective time of the Reincorporation Merger (other than shares held in treasury) was automatically converted into one share of 5.25% Non-Cumulative Perpetual Preferred Stock, Series A, par value $0.01 per share, of Webster Virginia (the “ Webster Virginia Series A Preferred Stock ”), (ii) each depositary share representing a 1/1000 th interest in a share of the Webster Series F Preferred Stock (the “ Webster Series F Depositary Shares ”) became a depositary share representing a 1/1000 th interest in a share of the Webster Virginia Series a Preferred Stock (the “ Webster Virginia Series A Depositary Shares ”), (iii) each share of 6.50% Non-Cumulative Perpetual Preferred Stock, Series G, par value $0.01 per share, of Webster (the “ Webster Series G Preferred Stock ”) issued and outstanding immediately prior to the effective time of the Reincorporation Merger (other than shares held in treasury) was automatically converted into one share of 6.50% Non-Cumulative Perpetual Preferred Stock, Series B, par value $0.01 per share, of Webster Virginia (the “ Webster Virginia Series B Preferred Stock ”) and (iv) each depositary share representing a 1/40 th interest in a share of the Webster Series G Preferred Stock (the “ Webster Series G Depositary Shares ”) became a depositary share representing a 1/40 th interest in a share of the Webster Virginia Series B Preferred Stock (the “ Webster Virginia Series B Depositary Shares ”). Immediately following the completion of the HoldCo Transactions, pursuant to the Contribution Agreement and the IHC Agreement and Plan of Merger described in Item 1.01 above, Banco Santander contributed all outstanding shares of Webster Virginia common stock to SHUSA, and immediately following the completion of the Webster Virginia Contribution, Webster Virginia was merged with and into SHUSA, with SHUSA continuing as the surviving corporation in the IHC Merger. In addition, at the effective time of the IHC Merger, (i) each share of