Banco Santander has announced a landmark agreement to acquire Webster Financial Corporation, the holding company of Webster Bank, in a $12.2 billion transaction. The deal is set to significantly strengthen Santander’s presence in the United States, creating a more competitive retail and commercial banking franchise while enhancing value for customers, communities, and shareholders.
The acquisition brings together two complementary banking franchises and positions Santander to accelerate growth in one of its most important markets. By combining scale, deposits, technology, and product capabilities, the group aims to achieve an 18% return on tangible equity in the U.S. by 2028.
Deal
Under the agreement, Webster is valued at an implied equity value of $12.2 billion. Webster shareholders will receive a total consideration of $75.00 per share, consisting of $48.75 in cash and 2.0548 Santander shares in the form of American Depositary Shares per Webster share. This represents a 14% premium to Webster’s recent three-day volume-weighted average share price.
The consideration mix is structured as approximately 65% cash and 35% newly issued Santander shares. The transaction values Webster at around 10 times its projected 2028 earnings, or 6.8 times earnings after expected cost synergies, highlighting the financial attractiveness of the deal.
Strategy
The acquisition is equivalent to around 4% of Santander’s total assets and meaningfully enhances its U.S. franchise. Post-transaction, Santander is expected to rank among the top ten retail and commercial banks in the U.S. by assets and become a top-five deposit franchise across key Northeastern states.
Webster brings strength in affluent consumer markets, middle-market commercial lending, and healthcare financial services, supported by a stable and efficient deposit base. Santander contributes scale, strong consumer finance capabilities, and advanced digital deposit gathering through Openbank. Together, the combined bank is expected to benefit from improved funding costs and a more balanced business profile.
Customers
For customers, the transaction promises tangible benefits. These include access to a broader branch network, enhanced digital and mobile banking tools, and expanded product offerings across consumer, commercial, and healthcare segments. Importantly, both banks will continue to operate independently until the transaction closes, with no changes to customer accounts, branch access, or day-to-day services in the interim.
Santander has reiterated its commitment to maintaining high service standards throughout the integration process and continuing investment in technology and customer experience across the U.S.
Leadership
Leadership continuity is a key element of the integration plan. Christiana Riley will remain Santander’s U.S. country head and CEO of Santander Holdings USA. Webster CEO John Ciulla will become CEO of Santander Bank N.A., into which Webster’s businesses will be integrated.
Luis Massiani, Webster’s President and COO, will serve as COO of both Santander Holdings USA and Santander Bank N.A., leading the integration process. Webster’s Stamford, Connecticut headquarters will become a core corporate office for Santander in the U.S., alongside existing offices in Boston, New York, Miami, and Dallas.
Synergies
The combination is expected to generate significant value through scale and efficiency. Santander estimates annual cost synergies of approximately $800 million, representing about 19% of the combined cost base. As a result, the U.S. efficiency ratio is expected to improve to below 40% by 2028.
The combined balance sheet is projected to include approximately $327 billion in assets, $185 billion in loans, and $172 billion in deposits, based on figures as of December 31, 2025. The net loan-to-deposit ratio is expected to improve from 109% to around 100%, reflecting a stronger and more sustainable funding profile.
Returns
The transaction is expected to deliver attractive financial outcomes while preserving capital discipline. Santander projects a return on invested capital of about 15%, earnings per share accretion of 7–8% by 2028, and a U.S. RoTE of 18% by the same year.
The group’s CET1 ratio is expected to remain robust at 12.8% post-closing and rise above 13% by 2027, keeping Santander at the upper end of its target capital range. The acquisition is fully funded through excess capital and future capital generation.
Timeline
The transaction is subject to regulatory and shareholder approvals and is expected to close in the second half of 2026. Santander is being advised by Centerview Partners, Goldman Sachs, and Bank of America Europe DAC, with legal advice provided by Davis Polk & Wardwell in the U.S. and Uría Menéndez in Spain.
With this acquisition, Santander reinforces its long-term commitment to the U.S. market and strengthens its position as a leading global banking group with a clear path to sustainable growth and value creation.
FAQs
How much is Santander paying for Webster Bank?
Santander is acquiring Webster for $12.2 billion.
What is the price per Webster share?
Webster shareholders will receive $75.00 per share.
When is the deal expected to close?
The transaction is expected to close in H2 2026.
What RoTE is Santander targeting in the U.S.?
Santander aims to reach 18% RoTE by 2028.
