{"filing":{"accession_number":"0000950103-26-012673","cik":"0000811830","ticker":null,"company_name":"Santander Holdings USA, Inc.","form":"8-K","filing_date":"2026-08-20","report_date":"2026-08-19","primary_document":"dp251673_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/811830/000095010326012673/dp251673_8k.htm"},"events":[{"id":28663,"run_id":26229,"accession_number":"0000950103-26-012673","anchor_item_number":"2.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"summary":"Santander Holdings USA completed its acquisition of Webster Financial Corporation and Webster Bank, N.A. on August 20, 2026, creating a combined entity with approximately $327 billion in pro forma assets and nearly eight million customers. The transaction, announced in February 2026, represents a material strategic expansion of Santander's U.S. retail and commercial banking presence and was consummated through share contribution and merger transactions.","company_name":"Santander Holdings USA, Inc.","ticker":null,"filing_date":"2026-08-20","form":"8-K","submitted_at":null,"items":[{"id":30679,"accession_number":"0000950103-26-012673","item_number":"1.01","item_title":"Entry Into a Material Definitive","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The filing discloses the completion of Santander Holdings USA's acquisition of Webster Financial Corporation and Webster Bank, N.A., announced in February 2026 and closed on August 20, 2026. The Item 1.01 describes entry into definitive agreements for a share contribution and merger of Webster Virginia into SHUSA, which are integral components of the overall acquisition transaction. The press release confirms the transaction has been completed, creating a combined entity with approximately $327 billion in assets and nearly eight million customers. This is a material acquisition that substantially expands Santander's U.S. retail and commercial banking presence.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-20T10:11:04.552069+00:00","company_name":"","ticker":null,"filing_date":""},{"id":30680,"accession_number":"0000950103-26-012673","item_number":"2.01","item_title":"Completion of Acquisition or Disposition","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"This Item 2.01 discloses the completion of Banco Santander's acquisition of Webster Financial Corporation and Webster Bank, N.A. The filing explicitly states \"Banco Santander acquired all outstanding shares of Webster common stock\" and describes the consummation of the \"HoldCo Transactions\" on the closing date, with Webster Virginia becoming a wholly-owned subsidiary of Banco Santander. The press release confirms this is a major acquisition creating \"a leading retail and commercial bank in the United States\" with approximately $327 billion in pro forma assets, representing a material change of control and strategic expansion for Santander Holdings USA.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-20T10:11:04.552069+00:00","company_name":"","ticker":null,"filing_date":""},{"id":30682,"accession_number":"0000950103-26-012673","item_number":"3.03","item_title":"Material Modification to Rights of Security Holders","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 3.03 discloses material modifications to security holder rights arising from the completion of the IHC Merger and Webster acquisition. The filing describes the issuance of Series H and Series I Preferred Stock (6,000 and 135,000 shares respectively, represented by depositary shares) and amendments to deposit agreements establishing the terms and ranking of these new preferred securities. While Item 3.03 technically addresses security holder rights, the substance of this disclosure is the completion of a material acquisition—the Webster Financial Corporation merger announced in February 2026—which created a combined entity with ~$327 billion in assets. The preferred stock issuance and deposit agreement amendments are direct consequences of the merger's closing, making this fundamentally an M\u0026A completion event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-20T10:11:04.552069+00:00","company_name":"","ticker":null,"filing_date":""},{"id":30683,"accession_number":"0000950103-26-012673","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 5.03 discloses an amendment to the Articles of Incorporation to reflect the issuance of preferred stock \"described in Item 3.03 above.\" The supplemental exhibit (EX-99.1) is a press release announcing the completion of Santander's acquisition of Webster Financial Corporation, a major M\u0026A transaction creating a combined entity with ~$327 billion in assets. The Item 5.03 amendment is directly tied to this acquisition activity, making the principal disclosed event the completion of a material acquisition rather than a routine bylaw amendment.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-20T10:11:04.552069+00:00","company_name":"","ticker":null,"filing_date":""},{"id":30684,"accession_number":"0000950103-26-012673","item_number":"8.01","item_title":"Other Events","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"The filing announces the completion of Santander Holdings USA's acquisition of Webster Financial Corporation and Webster Bank, N.A. The press release explicitly states \"it has completed the acquisition of Webster Financial Corporation\" and describes this as a \"significant milestone in Santander's growth strategy\" creating \"a leading U.S. retail and commercial bank by assets\" with a pro forma balance sheet of approximately $327 billion in assets. This is a material acquisition completion that would substantially affect a reasonable investor's assessment of the registrant.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-20T10:11:04.552069+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":28664,"run_id":26229,"accession_number":"0000950103-26-012673","anchor_item_number":"2.03","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"summary":"In connection with the Webster acquisition completion, Santander Holdings USA assumed Webster Virginia's outstanding debt obligations, including 4.100% Senior Notes due 2029, 5.784% Fixed Rate Reset Subordinated Notes due 2035, and Floating Rate Junior Subordinated Deferrable Interest Debentures due 2033.","company_name":"Santander Holdings USA, Inc.","ticker":null,"filing_date":"2026-08-20","form":"8-K","submitted_at":null,"items":[{"id":30681,"accession_number":"0000950103-26-012673","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation or an Obligation","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"SHUSA assumed Webster Virginia's outstanding debt obligations in connection with the completion of the Webster acquisition: 4.100% Senior Notes due 2029, 5.784% Fixed Rate Reset Subordinated Notes due 2035, and Floating Rate Junior Subordinated Deferrable Interest Debentures due 2033. While technically an assumption of existing debt rather than a new issuance, Item 2.03 covers both creation of direct financial obligations and assumption of obligations, and the materiality of these debt instruments (spanning multiple tranches and maturity dates) in the context of a major acquisition makes this a material financial event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-20T10:11:04.552069+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":30679,"accession_number":"0000950103-26-012673","item_number":"1.01","item_title":"Entry Into a Material Definitive","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The filing discloses the completion of Santander Holdings USA's acquisition of Webster Financial Corporation and Webster Bank, N.A., announced in February 2026 and closed on August 20, 2026. The Item 1.01 describes entry into definitive agreements for a share contribution and merger of Webster Virginia into SHUSA, which are integral components of the overall acquisition transaction. The press release confirms the transaction has been completed, creating a combined entity with approximately $327 billion in assets and nearly eight million customers. This is a material acquisition that substantially expands Santander's U.S. retail and commercial banking presence.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-20T10:11:04.552069+00:00","company_name":"Santander Holdings USA, Inc.","ticker":null,"filing_date":"2026-08-20"},{"id":30680,"accession_number":"0000950103-26-012673","item_number":"2.01","item_title":"Completion of Acquisition or Disposition","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"This Item 2.01 discloses the completion of Banco Santander's acquisition of Webster Financial Corporation and Webster Bank, N.A. The filing explicitly states \"Banco Santander acquired all outstanding shares of Webster common stock\" and describes the consummation of the \"HoldCo Transactions\" on the closing date, with Webster Virginia becoming a wholly-owned subsidiary of Banco Santander. The press release confirms this is a major acquisition creating \"a leading retail and commercial bank in the United States\" with approximately $327 billion in pro forma assets, representing a material change of control and strategic expansion for Santander Holdings USA.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-20T10:11:04.552069+00:00","company_name":"Santander Holdings USA, Inc.","ticker":null,"filing_date":"2026-08-20"},{"id":30681,"accession_number":"0000950103-26-012673","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation or an Obligation","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"SHUSA assumed Webster Virginia's outstanding debt obligations in connection with the completion of the Webster acquisition: 4.100% Senior Notes due 2029, 5.784% Fixed Rate Reset Subordinated Notes due 2035, and Floating Rate Junior Subordinated Deferrable Interest Debentures due 2033. While technically an assumption of existing debt rather than a new issuance, Item 2.03 covers both creation of direct financial obligations and assumption of obligations, and the materiality of these debt instruments (spanning multiple tranches and maturity dates) in the context of a major acquisition makes this a material financial event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-20T10:11:04.552069+00:00","company_name":"Santander Holdings USA, Inc.","ticker":null,"filing_date":"2026-08-20"},{"id":30682,"accession_number":"0000950103-26-012673","item_number":"3.03","item_title":"Material Modification to Rights of Security Holders","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 3.03 discloses material modifications to security holder rights arising from the completion of the IHC Merger and Webster acquisition. The filing describes the issuance of Series H and Series I Preferred Stock (6,000 and 135,000 shares respectively, represented by depositary shares) and amendments to deposit agreements establishing the terms and ranking of these new preferred securities. While Item 3.03 technically addresses security holder rights, the substance of this disclosure is the completion of a material acquisition—the Webster Financial Corporation merger announced in February 2026—which created a combined entity with ~$327 billion in assets. The preferred stock issuance and deposit agreement amendments are direct consequences of the merger's closing, making this fundamentally an M\u0026A completion event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-20T10:11:04.552069+00:00","company_name":"Santander Holdings USA, Inc.","ticker":null,"filing_date":"2026-08-20"},{"id":30683,"accession_number":"0000950103-26-012673","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 5.03 discloses an amendment to the Articles of Incorporation to reflect the issuance of preferred stock \"described in Item 3.03 above.\" The supplemental exhibit (EX-99.1) is a press release announcing the completion of Santander's acquisition of Webster Financial Corporation, a major M\u0026A transaction creating a combined entity with ~$327 billion in assets. The Item 5.03 amendment is directly tied to this acquisition activity, making the principal disclosed event the completion of a material acquisition rather than a routine bylaw amendment.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-20T10:11:04.552069+00:00","company_name":"Santander Holdings USA, Inc.","ticker":null,"filing_date":"2026-08-20"},{"id":30684,"accession_number":"0000950103-26-012673","item_number":"8.01","item_title":"Other Events","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"The filing announces the completion of Santander Holdings USA's acquisition of Webster Financial Corporation and Webster Bank, N.A. The press release explicitly states \"it has completed the acquisition of Webster Financial Corporation\" and describes this as a \"significant milestone in Santander's growth strategy\" creating \"a leading U.S. retail and commercial bank by assets\" with a pro forma balance sheet of approximately $327 billion in assets. This is a material acquisition completion that would substantially affect a reasonable investor's assessment of the registrant.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-20T10:11:04.552069+00:00","company_name":"Santander Holdings USA, Inc.","ticker":null,"filing_date":"2026-08-20"}]}