WEBSTER FINANCIAL CORP

WEBSTER FINANCIAL CORP false 0000801337 0000801337 2026-05-18 2026-05-18 0000801337 us-gaap:CommonStockMember 2026-05-18 2026-05-18 0000801337 us-gaap:SeriesFPreferredStockMember 2026-05-18 2026-05-18 0000801337 us-gaap:SeriesGPreferredStockMember 2026-05-18 2026-05-18 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): May 18, 2026 WEBSTER FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-31486 06-1187536 (State or other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification Number) 200 Elm Street Stamford , Connecticut 06902 (Address of principal executive offices) (zip code) (203) 578-2202 (Registrant’s telephone number, including area code) 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 Symbol(s) Name of each exchange on which registered Common Stock, par value $0.01 per share WBS New York Stock Exchange Depositary Shares, each representing a 1/1000th interest in a share of 5.25% Series F Non-Cumulative Perpetual Preferred Stock WBS-PrF New York Stock Exchange Depositary Shares, each representing a 1/40th interest in a share of 6.50% Series G Non-Cumulative Perpetual Preferred Stock WBS-PrG 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 of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (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. ☐ ITEM 8.01 OTHER EVENTS. As previously disclosed, on February 3, 2026, Webster Financial Corporation, a Delaware corporation (“Webster”), entered into a Transaction Agreement (the “Transaction Agreement”) with Banco Santander, S.A. a Spanish sociedad anónima (“Banco Santander”), and a wholly-owned subsidiary of Webster incorporated in the State of Virginia (the “Webster Subsidiary”). The Transaction Agreement provides that, upon the terms and subject to the conditions set forth therein, all outstanding shares of Webster common stock will be acquired by Banco Santander in two steps. First, Webster will merge with and into the Webster Subsidiary (the “Merger”), with the Webster Subsidiary continuing as the surviving corporation in the Merger. Second, immediately following the completion of the Merger, Banco Santander will acquire all outstanding shares of the Webster Subsidiary through a statutory share exchange (the “Share Exchange” and, together with the Merger, the “Transaction”). Following completion of the Transaction, Banco Santander plans to contribute the shares of the Webster Subsidiary common stock to Santander Holdings USA, Inc. (“SHUSA”), a wholly-owned subsidiary of Banco Santander. Additionally, following completion of the Transaction and such contribution, Banco Santander plans, but is not required pursuant to the terms of the Transaction Agreement, (i) to merge the Webster Subsidiary with and into SHUSA, with SHUSA continuing as the surviving corporation in such merger, and (ii) to merge Webster Bank, National Association, a wholly-owned subsidiary of Webster, with and into Santander Bank, N.A., a wholly-owned subsidiary of SHUSA (“Santander Bank”), with Santander Bank continuing as the surviving entity in such merger. Webster has filed with the U.S. Securities and Exchange Commission (the “SEC”) a definitive proxy statement (the “definitive proxy statement”) for the solicitation of proxies in connection with Webster’s special meeting of stockholders, to be held on May 26, 2026, to vote upon, among other things, the adoption of the Transaction Agreement. Litigation Related to the Transaction As of the date hereof, Webster has received several demand letters from purported stockholders (the “Demand Letters”) of Webster and, to Webster’s knowledge, three complaints have been filed with respect to the Transaction. The complaints are captioned: Joel Zalvin v. Webster Financial Corporation et al. (Conn. Super. Ct., No. FBT-CV-26-6159904-S), Paul Smith v. Webster Financial Corporation et al. (N.Y. Supreme Court, Index No. 652674/2026) and William Johnson v. Webster Financial Corporation et al. (N.Y. Supreme Court, Index No. 652692/2026) (collectively referred to as the “Stockholder Actions”). The Demand Letters and the Stockholder Actions allege that, among other things, the definitive proxy statement contains certain disclosure deficiencies and/or incomplete information regarding the Transaction. Although the outcome of, or estimate of the possible loss or range of loss from, these matters cannot be predicted with certainty, Webster believes that the allegations contained in the Demand Letters and the Stockholder Actions are without merit. Webster believes that no supplemental disclosures are required under applicable laws; however, in order to avoid the risk of the Demand Letters and the Stockholder Actions delaying the consummation of the Transaction and minimize the potential expense associated therewith, and without admitting any liability or wrongdoing, Webster is voluntarily making certain disclosures below that supplement those contained in the definitive proxy statement. These disclosures, and disclosures on certain other matters, are provided in this Current Report on Form 8-K. Nothing in this Current Report on Form 8-K shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, Webster specifically denies all allegations in the Demand Letters and the Stockholder Actions, including that any additional disclosure was or is required. It is possible that additional, similar demand letters or complaints may be received or filed, or that the Stockholder Actions may be amended. Webster does not intend to announce the receipt or filing of each additional, similar demand letter or complaint, or of any amended complaint. SUPPLEMENT TO THE DEFINITIVE PROXY STATEMENT This supplemental information to the definitive proxy statement should be read in conjunction with the definitive proxy statement, which should be read in its entirety, including all risk factors and cautionary notes contained therein. All page references are to pages in the definitive proxy statement, and terms used below, unless otherwise defined, have the meanings set forth in the definitive proxy statement. For clarity, additions within restated paragraphs and tables from the definitive proxy statement are underlined and deletions within restated paragraphs and tables are bold and stricken. Paragraph 21 of the Section entitled “ The Transaction—Background of the Transaction ” beginning on pg. 27 is amended and restated as follows : On January 29, 2026, Webster entered into an engagement letter with J.P. Morgan in connection with the proposed transaction. In connection with its decision to engage J.P. Morgan, the Webster board was aware that J.P. Morgan and its affiliates hold securities of Santander and its affiliates and is providing certain investment banking servi