{"url_path":"/sec/cik-0000811830/8-k/2026-06-02/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-02","source_url":"https://www.sec.gov/Archives/edgar/data/811830/0001193125-26-252582-index.html","accession_number":"0001193125-26-252582","cik":"0000811830","ticker":null,"issuer_name":"Santander Holdings USA, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/811830/0001193125-26-252582-index.html","primary_entity_key":"0000811830","primary_entity_name":"Santander Holdings USA, Inc."},"word_count":627,"has_tables":true,"body_markdown":"Item 8.01\n\nOther Events\n\nAs previously announced, on February 3, 2026, Banco Santander, S.A., a Spanish sociedad anónima (“Banco Santander”), which owns all of the outstanding shares of capital stock of Santander Holdings USA, Inc. (“SHUSA” and, together with Banco Santander and its affiliates, “Santander”), entered into a Transaction Agreement (the “Transaction Agreement”) with Webster Financial Corporation, a Delaware corporation (“Webster”), which owns all of the outstanding shares of capital stock of Webster Bank, National Association (“WBNA”), and a wholly-owned subsidiary of Webster incorporated in the State of Virginia ( “Webster Virginia”). Among other things, the Transaction Agreement provides for the merger of Webster with and into Webster Virginia, with Webster Virginia continuing as the surviving corporation in such merger transaction, and, immediately afterwards, the acquisition by Banco Santander of all outstanding shares of Webster Virginia common stock through a statutory share exchange, all subject to the terms and conditions of the Transaction Agreement (collectively, the “HoldCo Transactions”).\n\nFollowing the completion of the HoldCo Transactions, Banco Santander intends to contribute all outstanding shares of Webster Virginia common stock to SHUSA (the “Webster Virginia Contribution”). Additionally, following the completion of the Webster Virginia Contribution, Banco Santander intends, but is not required pursuant to the terms of the Transaction Agreement, (i) to merge Webster Virginia with and into SHUSA, with SHUSA continuing as the surviving corporation in such merger; and (ii) to merge WBNA with and into Santander Bank, National Association (“SBNA”), with SBNA continuing as the surviving bank of such merger (the “Bank Merger”). We refer to the acquisition of Webster by Santander, including the Bank Merger and the other transactions described above, collectively as the “Transaction.” On May 26, 2026, Webster held a special meeting of its stockholders in connection with the HoldCo Transactions. All matters voted upon at the special meeting were approved by Webster’s stockholders by the requisite vote.\n\nSHUSA is filing: (i) as Exhibit 99.1 to this Current Report on Form 8-K, Webster’s audited consolidated financial statements as of December 31, 2025 and 2024 and for the fiscal years ended December 31, 2025, 2024 and 2023; (ii) as Exhibit 99.2, Webster’s interim unaudited consolidated financial statements as of March 31, 2026 and for the three months ended March 31, 2026 and 2025; (iii) as Exhibit 99.3, the unaudited pro forma condensed combined financial statements of SHUSA and Webster, including (a) the unaudited pro forma condensed combined balance sheet of SHUSA and Webster as of March 31, 2026, giving effect to the Transaction as if it had been completed on March 31, 2026, and the unaudited pro forma condensed combined income statement of SHUSA and Webster for the three months ended March 31, 2026, giving effect to the Transaction as if it had been completed on January 1, 2025, and (b) the unaudited pro forma condensed combined statement of income of SHUSA and Webster for the year ended December 31, 2025, giving effect to the Transactions as if they had been completed on January 1, 2025; and (iv) as Exhibit 23.1, the consent of KPMG LLP, independent registered public accounting firm of Webster.\n\nThis Current Report on Form 8-K does not modify or update the consolidated financial statements of SHUSA included in SHUSA’s Annual Report on Form 10-K for the year ended December 31, 2025, or in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, nor does it reflect any subsequent information or events. This Current Report on Form 8-K does not modify or update the consolidated financial statements of Webster included in Webster’s Annual Report on Form 10-K for the year ended December 31, 2025, or in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, nor does it reflect any subsequent information or events."}