Webster Financial, the holding company for Webster Bank, signed a definitive agreement under which Banco Santander will acquire Webster in a 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. Based on Santander’s closing stock price on Monday, Feb. 2, 2026, the transaction has an aggregate value of approximately $12.3 billion.
“This is an exciting combination that brings together complementary strengths and a shared commitment to excellence,” John R. Ciulla, chairman and CEO of Webster, said. “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. I look forward to joining the Santander team and enhancing our ability to support our clients. As a Connecticut-based bank with deep roots in the region, we also look forward to continuing our commitment to the communities we serve.”
Ciulla added, “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. 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.”
Ana Botín, executive chair of Banco Santander, said, “This is an exciting step forward for Santander Group, as it creates a stronger bank for our customers and the communities we serve. 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 added, “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. Importantly, we can achieve this while maintaining all our shareholder remuneration commitments, including the €5 billion share buyback we launched today and our broader distribution commitments. The transaction delivers meaningful, tangible value for the Group and our shareholders. The consideration is based on a balanced mix of cash and stock which enhances EPS accretion for Santander shareholders while also allowing Webster shareholders to benefit in the combined upside.”
Botín continued, “This value creation is supported by combined cost savings — including delivery of our Santander U.S. organic plan — together with clear revenue opportunities from a stronger, more capable combined franchise. Webster also brings a top-notch and proven management team, led by John Ciulla, which de-risks integration and accelerates execution from day one, with Christiana Riley continuing as country head for the U.S. and Tim Ryan as chair.”
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, Christiana Riley will remain Santander’s country head in the U.S. and the CEO of Santander 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 chief operating officer, will be COO of both Santander USA and Santander Bank with responsibility for leading the integration, reporting to both Riley and Ciulla.
Ciulla and Massiani will both continue to be based in Webster’s existing headquarters in Stamford, Connecticut, which will be a core corporate office for Santander, alongside its existing corporate offices in Boston, New York, Miami and Dallas.
Ciulla and Massiani, along with two additional current directors of Webster, will join the boards of directors of both Santander USA and Santander Bank. Tim Ryan will continue to chair the boards of directors of both Santander USA and Santander Bank.
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 H2/26.
J.P. Morgan Securities 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 also served as financial advisor to Webster.
