Santander to acquire U.S. Webster Bank for $12.2 billion, targeting top-five profitability among the 25 largest U.S. banks by 2028

Banco Santander, S.A. announced that it has entered into an agreement to acquire Webster Financial Corporation, holding company for Webster Bank, N.A., a diversified U.S. retail and commercial bank headquartered in Stamford, Connecticut.

„The combination brings together two highly complementary franchises, significantly expanding Santander’s scale, deposit base and capabilities in the U.S., while enhancing the products, technology and services available to both banks’ customers.” – according to the press release.

This acquisition, equivalent to approximately 4% of Santander’s assets, complements the Santander U.S. franchise by positioning the combined business as a top-ten retail and commercial bank in the U.S. by assets and a top-five deposit franchise across key states in the U.S. Northeast.

Ana Botín, Banco Santander executive chair: „Webster is one of the most efficient and profitable banks among its peers, and brings together two highly complementary franchises and will expand the products, technology and capabilities we can deliver with clear revenue opportunities from a stronger, more capable combined franchise. 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—improving our funding mix and economics, including lower funding costs—and puts us on track to deliver around 18% RoTE in the U.S. by 2028, among the top five for profitability within the 25 largest U.S.”

A stronger bank for customers and communities

Founded in 1935, Webster serves individuals, families and businesses across Consumer, Commercial and Healthcare Financial Services. Webster is strongly positioned in affluent markets and middle market lending, with a stable and attractive source of deposits together with a complementary Northeastern branch footprint.

Santander is recognized in the U.S. for its strong consumer finance franchise and, more recently, its enhanced digital deposit gathering capabilities led by Openbank to profitably support its U.S. lending businesses. The acquisition of Webster is expected to accelerate this strategy by integrating one of the U.S. market’s most efficient deposit gatherers with best-in-class funding costs to drive a material improvement in the joint pro forma funding costs. 

Until the transaction closes, Santander and Webster will continue to operate as separate companies, and there will be no changes to Santander or Webster customer accounts, branch access or day-to-day service.

Christiana Riley, CEO of Santander US: „This acquisition is a significant step forward in strengthening our commercial banking presence and filling in our retail branch footprint and scale, particularly in Connecticut where we are committed to maintaining a broad branch presence. Webster’s existing headquarters in Stamford, Connecticut, will be a core corporate office for Santander, alongside our corporate offices in Boston, New York, Miami and Dallas.„

John Ciulla, Chairman, President and CEO of Webster: „This is an exciting combination that brings together complementary strengths and a shared commitment to excellence. 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 clients across our expanded footprint. As a Connecticut-based bank with deep roots in the state, we also look forward to continuing our commitment to the communities we serve in the region.„

Transaction and valuation highlights

Under the terms of the agreement, Webster is valued at an implied equity valuation of $12.2 billion (€10.3 billion). The total consideration values Webster at a premium of 14% to Webster’s volume-weighted average share price of $65.75 for the three-day period ended on 2 February 2026. This equates to a price-to-earnings multiple of 10 times Webster’s consensus 2028 earnings or 6.8 times after projected cost-savings.

The consideration mix represents 65% cash and 35% newly issued Santander shares in the form of American Depositary Shares or, if practicable, Santander ordinary shares.

Clear strategic rationale and path to value creation

Over the past five years, the U.S. has been one of the largest value creators in the group, with average annual profit after tax growth of 31% in the U.S. over the past three years, and all Investor Day targets achieved.

Following the completion of this acquisition, Santander will become a top-ten retail and commercial bank in the U.S. by assets, with a combined U.S. balance sheet of approximately $327 billion in assets, $185 billion in loans and $172 billion in deposits based on figures as of 31 December 2025.

The transaction is expected to materially improve Santander U.S.’s business:

. The combination creates a more balanced business profile by combining Santander U.S.’s strength in consumer finance and Webster’s strength in commercial banking.

. The combined net loan-to-deposit ratio is expected to improve from Santander U.S.’s 109% to approximately 100%.

. Webster’s unique deposit base enhances the combined funding profile, enabling lower cost of funding.

The combination is also expected to deliver significant combined cost synergies of approximately $800 million^[2], equivalent to around c.19% of the combined cost base, supported by Santander’s and Webster’s integration track record and disciplined execution model. As a result, Santander U.S. expects its efficiency ratio to improve to below 40% by 2028.

Attractive financial returns with strong capital discipline

The transaction is expected to deliver compelling financial returns while preserving Santander’s capital strength:

. Return on invested capital for Santander of approximately 15%.

. Group earnings per share accretion of c.7-8% by 2028.

. Santander U.S. RoTE of 18% by 2028, driven by scale, cost synergies, improved funding structure and continued organic transformation.

. Group CET1 ratio of 12.8% post-closing^[3], with the group maintaining all buyback targets^[4], and over 13% by 2027, thereby maintaining capital levels at the upper end of the bank’s 12-13% CET1 operating range.

The transaction is subject to customary closing conditions, including regulatory approvals and the receipt of Webster and Santander shareholder approvals, and is expected to close in the second half of 2026.

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[1] Based on analyst consensus estimates per Visible Alpha.

[2] Cost synergies are pre-tax, on an annual basis, full run-rate by year-end in 2028.

[3] Closing expected in H2’26. CET1 ratio estimated based on transaction closing in Q4’26.

[4] As previously announced, Santander intends to allocate at least €10bn to shareholder remuneration in the form of share buybacks, corresponding to the 2025 and 2026 results, as well as to the expected excess capital. This share buyback target includes: (i) buybacks that are part of the existing shareholder remuneration policy outlined below, and (ii) additional buybacks following the publication of annual results to distribute year-end excesses of CET1 capital. The current remuneration policy for the 2025 results, which the board intends to apply, will remain the same as for the 2024 results, consisting of a total shareholder remuneration of approximately 50% of the Group’s reported profit (excluding non-cash and non-capital ratios impact items), distributed in approximately equal parts between cash dividends and share buybacks. The execution of the shareholder remuneration policy and share buybacks to distribute the excess CET1 capital is subject to corporate and regulatory decisions and approvals.

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