{"filing":{"accession_number":"0001193125-26-357758","cik":"0000801337","ticker":"WBS-PG","company_name":"WEBSTER FINANCIAL CORP","form":"8-K","filing_date":"2026-08-20","report_date":"2026-08-20","primary_document":"d919931d8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/801337/000119312526357758/d919931d8k.htm"},"events":[{"id":28674,"run_id":26239,"accession_number":"0001193125-26-357758","anchor_item_number":"2.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"summary":"Banco Santander completed its acquisition of Webster Financial Corp, with all outstanding shares exchanged for 2.0548 Banco Santander American Depositary Shares and $48.75 per share in cash. The transaction resulted in Webster becoming a wholly-owned subsidiary of Banco Santander through a Share Exchange, followed by a Reincorporation Merger and subsequent merger into SHUSA, constituting a change of control of the company.","company_name":"WEBSTER FINANCIAL CORP","ticker":"WBS-PG","filing_date":"2026-08-20","form":"8-K","submitted_at":null,"items":[{"id":30696,"accession_number":"0001193125-26-357758","item_number":"2.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"This disclosure reports the completion of a material acquisition in which Banco Santander acquired all outstanding shares of Webster Financial Corp common stock in exchange for 2.0548 Banco Santander American Depositary Shares and $48.75 per share in cash. The filing describes the consummation of the \"HoldCo Transactions\" on the Closing Date, resulting in Webster Virginia becoming a wholly-owned subsidiary of Banco Santander, followed by subsequent merger transactions integrating Webster's banking operations into Santander's structure. This is a change of control and acquisition of a major financial institution.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-20T10:34:48.046442+00:00","company_name":"","ticker":null,"filing_date":""},{"id":30698,"accession_number":"0001193125-26-357758","item_number":"3.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"Item 3.03 discloses a \"Reincorporation Merger\" that materially modifies security holder rights by extinguishing all rights in Webster Common Stock and Webster Preferred Stock except the right to receive merger consideration. This is a change-of-control transaction that fundamentally alters the registrant's corporate structure and security holder status, consistent with ma_activity classification. The cross-reference to Items 2.01 and 5.01 (which typically cover mergers and acquisitions) reinforces this characterization.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-20T10:34:48.046442+00:00","company_name":"","ticker":null,"filing_date":""},{"id":30699,"accession_number":"0001193125-26-357758","item_number":"5.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses a change of control of Webster Financial Corp resulting from the consummation of the \"HoldCo Transactions,\" including a Share Exchange that made Webster a wholly-owned subsidiary of Banco Santander, followed by a Reincorporation Merger and subsequent merger into SHUSA. This constitutes a material acquisition and change of control transaction, the most significant form of M\u0026A activity.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-20T10:34:48.046442+00:00","company_name":"","ticker":null,"filing_date":""},{"id":30700,"accession_number":"0001193125-26-357758","item_number":"5.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"The disclosure centers on a \"Reincorporation Merger\" and \"Share Exchange\" that resulted in all of Webster's directors and officers ceasing to serve, with specified directors transitioning to boards of SHUSA and SBNA. While Item 5.02 nominally covers executive changes, the prose explicitly references Items 2.01 and 5.01 (M\u0026A items) and describes a fundamental corporate restructuring—a merger and share exchange—making the underlying M\u0026A activity the material event, with the director transitions being consequences of that transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-20T10:34:48.046442+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":28675,"run_id":26239,"accession_number":"0001193125-26-357758","anchor_item_number":"3.01","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"summary":"Webster Financial requested suspension of trading and withdrawal of Webster Common Stock and Webster Preferred Stock from NYSE listing effective August 20, 2026, in connection with the closing of the merger transactions. The successor entity intends to file Form 15 to deregister the securities and suspend reporting obligations.","company_name":"WEBSTER FINANCIAL CORP","ticker":"WBS-PG","filing_date":"2026-08-20","form":"8-K","submitted_at":null,"items":[{"id":30697,"accession_number":"0001193125-26-357758","item_number":"3.01","item_title":null,"event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"Webster Financial notified the NYSE on August 19, 2026 that it requested suspension of trading and withdrawal of Webster Common Stock and Webster Preferred Stock from NYSE listing effective August 20, 2026, in connection with the closing of merger transactions (Reincorporation Merger and IHC Merger). The company explicitly states that \"Webster Common Stock and Webster Preferred Stock will no longer be listed on the NYSE\" and that the successor entity (SHUSA) intends to file Form 15 to deregister the securities and suspend reporting obligations. This is a material delisting event triggered by a change of control transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-20T10:34:48.046442+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":28676,"run_id":26239,"accession_number":"0001193125-26-357758","anchor_item_number":"5.03","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.85,"summary":"Webster Financial amended its articles of incorporation and bylaws in connection with the reincorporation merger and subsequent merger transaction, including filing Articles of Amendment establishing preferred stock terms.","company_name":"WEBSTER FINANCIAL CORP","ticker":"WBS-PG","filing_date":"2026-08-20","form":"8-K","submitted_at":null,"items":[{"id":30701,"accession_number":"0001193125-26-357758","item_number":"5.03","item_title":null,"event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.85,"reasoning":"This Item 5.03 discloses amendments to articles of incorporation and bylaws in connection with a reincorporation merger and subsequent merger transaction. While the filings reference a \"Reincorporation Merger\" and \"IHC Merger\" (which would normally trigger ma_activity classification), the Item 5.03 section itself focuses narrowly on the mechanical governance changes—the replacement of organizational documents and filing of Articles of Amendment establishing preferred stock terms. These are routine administrative consequences of the merger transactions rather than the material M\u0026A events themselves, which are disclosed in Item 2.01. The disclosure is governance-related but administrative in nature.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-20T10:34:48.046442+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":30696,"accession_number":"0001193125-26-357758","item_number":"2.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"This disclosure reports the completion of a material acquisition in which Banco Santander acquired all outstanding shares of Webster Financial Corp common stock in exchange for 2.0548 Banco Santander American Depositary Shares and $48.75 per share in cash. The filing describes the consummation of the \"HoldCo Transactions\" on the Closing Date, resulting in Webster Virginia becoming a wholly-owned subsidiary of Banco Santander, followed by subsequent merger transactions integrating Webster's banking operations into Santander's structure. This is a change of control and acquisition of a major financial institution.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-20T10:34:48.046442+00:00","company_name":"WEBSTER FINANCIAL CORP","ticker":"WBS-PG","filing_date":"2026-08-20"},{"id":30697,"accession_number":"0001193125-26-357758","item_number":"3.01","item_title":null,"event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"Webster Financial notified the NYSE on August 19, 2026 that it requested suspension of trading and withdrawal of Webster Common Stock and Webster Preferred Stock from NYSE listing effective August 20, 2026, in connection with the closing of merger transactions (Reincorporation Merger and IHC Merger). The company explicitly states that \"Webster Common Stock and Webster Preferred Stock will no longer be listed on the NYSE\" and that the successor entity (SHUSA) intends to file Form 15 to deregister the securities and suspend reporting obligations. This is a material delisting event triggered by a change of control transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-20T10:34:48.046442+00:00","company_name":"WEBSTER FINANCIAL CORP","ticker":"WBS-PG","filing_date":"2026-08-20"},{"id":30698,"accession_number":"0001193125-26-357758","item_number":"3.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"Item 3.03 discloses a \"Reincorporation Merger\" that materially modifies security holder rights by extinguishing all rights in Webster Common Stock and Webster Preferred Stock except the right to receive merger consideration. This is a change-of-control transaction that fundamentally alters the registrant's corporate structure and security holder status, consistent with ma_activity classification. The cross-reference to Items 2.01 and 5.01 (which typically cover mergers and acquisitions) reinforces this characterization.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-20T10:34:48.046442+00:00","company_name":"WEBSTER FINANCIAL CORP","ticker":"WBS-PG","filing_date":"2026-08-20"},{"id":30699,"accession_number":"0001193125-26-357758","item_number":"5.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses a change of control of Webster Financial Corp resulting from the consummation of the \"HoldCo Transactions,\" including a Share Exchange that made Webster a wholly-owned subsidiary of Banco Santander, followed by a Reincorporation Merger and subsequent merger into SHUSA. This constitutes a material acquisition and change of control transaction, the most significant form of M\u0026A activity.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-20T10:34:48.046442+00:00","company_name":"WEBSTER FINANCIAL CORP","ticker":"WBS-PG","filing_date":"2026-08-20"},{"id":30700,"accession_number":"0001193125-26-357758","item_number":"5.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"The disclosure centers on a \"Reincorporation Merger\" and \"Share Exchange\" that resulted in all of Webster's directors and officers ceasing to serve, with specified directors transitioning to boards of SHUSA and SBNA. While Item 5.02 nominally covers executive changes, the prose explicitly references Items 2.01 and 5.01 (M\u0026A items) and describes a fundamental corporate restructuring—a merger and share exchange—making the underlying M\u0026A activity the material event, with the director transitions being consequences of that transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-20T10:34:48.046442+00:00","company_name":"WEBSTER FINANCIAL CORP","ticker":"WBS-PG","filing_date":"2026-08-20"},{"id":30701,"accession_number":"0001193125-26-357758","item_number":"5.03","item_title":null,"event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.85,"reasoning":"This Item 5.03 discloses amendments to articles of incorporation and bylaws in connection with a reincorporation merger and subsequent merger transaction. While the filings reference a \"Reincorporation Merger\" and \"IHC Merger\" (which would normally trigger ma_activity classification), the Item 5.03 section itself focuses narrowly on the mechanical governance changes—the replacement of organizational documents and filing of Articles of Amendment establishing preferred stock terms. These are routine administrative consequences of the merger transactions rather than the material M\u0026A events themselves, which are disclosed in Item 2.01. The disclosure is governance-related but administrative in nature.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-20T10:34:48.046442+00:00","company_name":"WEBSTER FINANCIAL CORP","ticker":"WBS-PG","filing_date":"2026-08-20"}]}