Santander Holdings USA, Inc. 8-K

What Happened
Santander Holdings USA, Inc. (SHUSA) reported that on March 30, 2026 it, Santander Bank, N.A. (SBNA) and Webster Bank, N.A. (WBNA) entered into an Agreement and Plan of Merger providing for SHUSA to contribute all outstanding shares of WBNA to SBNA for no consideration and for WBNA to be merged into SBNA (the "Bank Merger"). This Bank Merger is part of a broader transaction under a Transaction Agreement between Banco Santander and Webster Financial Corporation that contemplates Banco Santander acquiring Webster (the “HoldCo Transactions”) and a series of related steps (including a Webster Virginia contribution and an IHC merger) that must occur prior to the Bank Merger.

Key Details

• Agreement and Plan of Merger executed: March 30, 2026; included as Exhibit 2.1 to the 8‑K.
• Sequence: SHUSA will contribute WBNA shares to SBNA for no consideration (WBNA Contribution), then WBNA will merge into SBNA with SBNA surviving.
• Conditions: The Bank Merger is contingent on (i) closing and effectiveness of the Prior Transactions (HoldCo Transactions, Webster Virginia contribution and IHC merger), (ii) approval by the OCC of SBNA’s Bank Merger Act application, and (iii) no prohibiting legal or regulatory orders. The Effective Time cannot be earlier than the effective time of the HoldCo Transactions.
• The Agreement is presented to inform investors and is linked to the larger Banco Santander–Webster transaction covered in the Form F‑4 proxy/prospectus filings.

Why It Matters
This 8‑K signals a planned consolidation of Webster Bank into Santander’s U.S. bank subsidiary as part of Banco Santander’s announced acquisition of Webster. For investors, the transaction is material because it requires multiple regulatory approvals and the successful completion of several predecessor corporate steps; those approvals and conditions will determine timing and whether the merger occurs. The filing also includes forward‑looking statements and directs investors to the Form F‑4/proxy‑prospectus and related SEC filings for full details and risks.