Santander's Webster Acquisition Clears ECB, Awaits Fed Sign-Off
Banco Santander's cash-and-stock purchase of Webster Financial has cleared shareholder, OCC and ECB approval, leaving only the Federal Reserve between the deal and a second-half 2026 close.[1]
Banco Santander agreed to acquire Webster Financial Corporation (NYSE: WBS) in a mixed cash-and-stock transaction, with Webster's common stockholders set to receive $48.75 in cash and 2.0548 Banco Santander ordinary shares, delivered as American Depository Receipts, for each Webster share. The deal has cleared Webster's stockholders, who approved it on May 26, 2026, the Office of the Comptroller of the Currency, which signed off on June 12, 2026, and the European Central Bank, which granted approval on July 21, 2026. Only Federal Reserve approval remains outstanding, and the transaction is expected to close in the second half of 2026.
Webster reported second-quarter 2026 net income applicable to common stockholders of $249.4 million, or $1.56 a diluted share, compared with $251.7 million, or $1.52 a diluted share, a year earlier. Adjusted diluted EPS, which strips out transaction-related costs, came in at $1.60. Non-interest expense rose $39.3 million from the prior-year quarter, driven partly by $8.7 million of transaction expenses recognized during the period, a direct cost of the pending combination.
"Webster continued to generate impressive financial results this quarter," said John R. Ciulla, Chairman and Chief Executive Officer. "Our execution is commendable, in that our colleagues continue to deliver for our clients while they also prepare to integrate our proposed Transaction with Banco Santander". In light of the pending deal, Webster will no longer provide a forward-looking financial outlook.
Webster, the Stamford, Connecticut-based holding company for Webster Bank, N.A., closed the quarter with $57.9 billion in loans and leases, up 1.1% from the prior quarter, and $70.3 billion in deposits, up 1.8%. Return on average tangible common stockholders' equity stood at 16.67%, and non-performing loans and leases fell 19.7% from a year earlier to $429.0 million, evidence of a franchise that has kept generating capital and growth even as it prepares for integration.
The deal's terms have held constant since Webster and Banco Santander first entered the transaction agreement on February 3, 2026, with the same $48.75-cash-plus-2.0548-share consideration disclosed in Webster's first-quarter 2026 results. Webster's first-quarter release likewise emphasized integration planning between what Ciulla called "two highly complementary banking organizations," underscoring that the intervening quarters have been used to advance regulatory clearances rather than renegotiate terms.
With stockholder, OCC and ECB approvals in hand, the transaction's timeline now rests on the Federal Reserve, the last customary closing condition. A close in the second half of 2026 would end Webster's run as an independent public reporter after a stretch of record or near-record quarterly earnings, folding its $57.9 billion loan book and $70.3 billion deposit base into Banco Santander's balance sheet.