📜 What This Document Is 📰

This filing is an Amendment (Amendment No.1) to a Form F-4 Registration Statement, which is essentially a highly detailed legal document and prospectus. Think of it as the official playbook for a massive corporate transaction. It is not a simple announcement; it's a comprehensive legal disclosure designed to inform potential investors and current stockholders about a proposed merger and acquisition.

👉 Why it matters: This filing details the exact mechanics, timing, risks, and vote requirements for Webster Financial Corporation to be acquired by Banco Santander. It means the company's current stock is scheduled to be exchanged for a mix of Santander shares and cash.

🏦 Who Are the Players? 🌍

At the heart of this transaction are two major financial institutions: Banco Santander, S.A., and Webster Financial Corporation. Understanding who they are helps us understand the scale of the deal.

• 🏦 Banco Santander, S.A.: Santander is a massive global financial conglomerate. As of December 31, 2025, the group had staggering scale, reporting total assets of €1,867.5 billion and total equity of €112.7 billion. They operate across Spain, the U.K., Brazil, and Latin America, offering a wide range of financial products.
• 🏦 Webster Financial Corporation: Webster is a Delaware corporation that serves as the holding company for Webster Bank. It focuses on serving consumers, businesses, and government entities in the Northeast U.S. (Connecticut, Massachusetts, Rhode Island, and metro New York City). As of December 31, 2025, Webster had consolidated total assets of approximately $84.1 billion.

🤝 The Two-Step Deal Structure 🔄

The transaction is not a simple, single exchange. Instead, it is structured in two required phases. This two-step process is key to understanding how the shares are eventually transferred.

1. The Reincorporation Merger: First, Webster will merge with a subsidiary, Webster Virginia Corporation. Under this step, every outstanding share of Webster common stock will be converted into one share of Webster Virginia common stock. This acts as a clean slate for the next step.
2. The Share Exchange: Immediately following the merger, Santander will acquire all outstanding shares of Webster Virginia common stock. This is the final step where Webster’s shareholders receive their consideration.

👉 Why it matters: Shareholders must approve both the merger (the reincorporation) and the subsequent share exchange for the transaction to close. If either step fails, the entire deal could fail.

💵 The Consideration: What Shareholders Receive 💰

This section details the value package (the "consideration") that each shareholder will receive for their common stock. It’s a mix of cash and stock.

• The Core Exchange: Each share of Webster Virginia common stock will be converted into the right to receive two components:
  • Shares: 2.0548 Santander American Depositary Shares (ADSs).
  • Cash: $48.75 in cash (without interest).
• The Value Premium: The initial exchange consideration was valued at $75.63 per share of Webster common stock based on a closing price of the Santander ordinary shares of €11.05 on February 2, 2026. This represented a 16% premium compared to Webster’s 10-day volume-weighted average stock price on that date.
• Price Fluctuation Risk: The value of the total consideration is not fixed. The value of the share consideration will fluctuate daily based on the market price of the Santander ADSs.

🚀 Corporate Stock Conversions 📈

The merger process affects all types of preferred stock held by Webster. This section confirms how those holdings are converted into the new entity’s preferred stock.

• Preferred Stock Conversion: Not only common stock is affected; the holders of two types of perpetual preferred stock—Webster Series F (5.25% Non-Cumulative) and Webster Series G (6.50% Non-Cumulative)—will have them converted into comparable newly created series of preferred stock of Webster Virginia.
• Share Mechanics: Note that no fractional Santander ADSs will be given out; instead, any fractional entitlements will be pooled and sold in the market by the exchange agent, with Santander bearing the cost of these sales.

🏛️ Shareholder Vote & Special Meeting 🗓️

For the deal to go through, the shareholders must actively participate by voting at a special meeting. This is a crucial deadline and procedural area.

• Key Dates:
  • Record Date: April 13, 2026. Only holders of record of Webster common stock as of this date are entitled to vote.
  • Special Meeting: May 26, 2026. The meeting will be held virtually via remote communication at 9 a.m. Eastern Time.
• Voting Requirements:
  • The Transaction Proposal requires the affirmative vote of a majority of outstanding shares of Webster common stock. This is mandatory for closing the deal.
  • The Compensation Proposal (advisory vote on executive pay) and the Adjournment Proposal do not need a majority vote to close the transaction.
• Board Recommendation: The Webster Board of Directors has unanimously recommended that stockholders vote "FOR" all three proposals.

🛑 Key Risks and Conditions to Closing 🚧

No major corporate transaction comes without significant risks. This filing makes sure stockholders are aware that the deal is highly conditional and potentially unstable.

• Regulatory Approval: To close the transaction, the company needs approvals, or consents, from numerous European and U.S. regulatory authorities, including the Federal Reserve Board and the ECB. Failure to obtain these approvals, or the imposition of burdensome conditions, could stop the deal.
• Financial Uncertainty: The timing is highly uncertain. Closing is expected to occur in the second half of 2026, but it could take no earlier than six weeks after the special meeting.
• Termination & Cost: If the transaction does not close, either Santander or Webster may terminate the agreement. Furthermore, if the agreement is terminated, Webster may be required to pay Santander a termination fee of $489.0 million.
• Loss of Influence: After the exchange, holders of Webster common stock will have a much smaller percentage ownership in Santander, meaning they will have less direct influence over Santander's management and policies than they did over Webster.

⚖️ Tax & Legal Considerations 🧾

Because the transaction involves cross-border elements (U.S. to Spain), the tax and accounting consequences are complex.

• U.S. Tax Implication: For U.S. holders, the exchange is considered a taxable event. This means any difference between the fair market value of the consideration received and the holder's original tax basis in their stock will create a capital gain or loss for U.S. federal income tax purposes.
• Spanish Tax Implication: For qualifying Spanish stockholders, the exchange is designed to avoid certain Spanish taxes, including Spanish Non-Resident Income Tax (NRIT) and Spanish Transfer Tax (FTT), due to the nature of the share capital increase.
• Accounting Treatment: Santander will account for this merger using the "acquisition method" in accordance with International Financial Reporting Standards (IFRS-IASB).

📞 Important Contacts & Logistics 📧

If you have questions about voting, logistics, or the transaction itself, specific contacts are provided.

• General Transaction Questions: Stockholders should direct questions to Webster’s proxy solicitor, Sodali & Co., at +1 (800) 662-5200 or email to [email protected].
• Santander Investor Relations: The global investor relations line is +1 (212) 350-3500 (David Hermer, Branch Manager).
• Webster Investor Relations: +1 (203) 578-2202.

🧠 The Analogy

Think of this merger like selling a beloved, custom-built house (Webster) that you built in one location, to a giant real estate developer (Santander). The developer can't just take it. So, they set up a temporary legal shell (Webster Virginia) to legally move the house to a new neighborhood (reincorporation). Then, the developer pays you—not just with cash, but also with a huge chunk of stock from their own company (Santander ADSs)—to take ownership of the new shell. It's a multi-step process designed to satisfy regulations and give the biggest possible value to everyone involved.

🧩 Final Takeaway

This transaction is a massive, conditional deal where Webster’s shares are exchanging for a cash plus stock package from Santander. The core takeaway is that while the board recommends a "FOR" vote, the deal hinges entirely on shareholders approving the merger at the special meeting, and successfully navigating numerous regulatory hurdles in the second half of 2026.