WEBSTER FINANCIAL CORP

False 0000801337 0000801337 2026-06-12 2026-06-12 0000801337 us-gaap:CommonClassAMember 2026-06-12 2026-06-12 0000801337 exch:XNYS 2026-06-12 2026-06-12 0000801337 us-gaap:SeriesFPreferredStockMember 2026-06-12 2026-06-12 0000801337 us-gaap:SeriesGPreferredStockMember 2026-06-12 2026-06-12 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): June 12, 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 No.) 200 Elm Street , Stamford , Connecticut 06902 (Address and zip code of principal executive offices) 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 Symbols Name of each exchange on which registered Common Stock, par value $0.01 per share WBS New York Stock Exchange Depositary Shares, each representing 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 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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. On March 30, 2026, Santander Bank, National Association ("Santander Bank") submitted a Bank Merger Act application to the Office of the Comptroller of the Currency ("OCC") requesting approval to merge Webster Bank, National Association with and into Santander Bank, with Santander Bank continuing as the surviving entity in such merger (the "Bank Merger"). On June 12, 2026, the OCC approved the application for the Bank Merger. The previously announced acquisition of Webster Financial Corporation by Banco Santander, S.A. remains subject to customary closing conditions, including the approval of the Board of Governors of the Federal Reserve System and the European Central Bank. Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. WEBSTER FINANCIAL CORPORATION (Registrant) Date: June 16, 2026 /s/ Kristy Berner Kristy Berner Executive Vice President and General Counsel