WEBSTER FINANCIAL CORP

The Company is a bank holding company, incorporated in Delaware in 1986 and headquartered in Stamford, Connecticut. As of December 31, 2025, the Company had $84.1 billion in total consolidated assets. The Bank is a commercial bank with a national charter, providing financial products and services to businesses, individuals, and families. Its primary operational area extends across the Northeast, from the New York metropolitan area to Rhode Island and Massachusetts, with some businesses operating in broader regions. The Bank operates through three distinct business lines: Commercial Banking, Healthcare Financial Services, and Consumer Banking. On February 3, 2026, the Company entered into a Transaction Agreement with Banco Santander and Webster Virginia Corporation. Under this agreement, Banco Santander will acquire the Company in two steps. First, the Company will merge into Webster Virginia Corporation, which will be the surviving entity. Second, Banco Santander will acquire all outstanding shares of Webster Virginia Corporation via a statutory share exchange. Based on Banco Santander's closing stock price on February 2, 2026, the transaction is valued at approximately $12.3 billion. Holders of the Company's common stock will receive $48.75 in cash and 2.0548 ADSs (or Ordinary Shares in specific cases) for each share owned. The transaction is subject to approvals from the Federal Reserve and the European Central Bank, stockholder approvals from both companies, and other standard closing conditions.