Material Event (Form 8-K)

ITEM 8.01 OTHER EVENTS.

As previously disclosed, on February 3, 2026, Webster Financial Corporation, a Delaware corporation ("Webster"), entered into a Transaction Agreement (the "Transaction Agreement") with Banco Santander, S.A. a Spanish sociedad anónima ("Banco Santander"), and a wholly-owned subsidiary of Webster incorporated in the State of Virginia (the "Webster Subsidiary").

The Transaction Agreement provides that, upon the terms and subject to the conditions set forth therein, all outstanding shares of Webster common stock will be acquired by Banco Santander in two steps. First, Webster will merge with and into the Webster Subsidiary (the "Merger"), with the Webster Subsidiary continuing as the surviving corporation in the Merger. Second, immediately following the completion of the Merger, Banco Santander will acquire all outstanding shares of the Webster Subsidiary through a statutory share exchange (the "Share Exchange" and, together with the Merger, the "Transaction").

Following completion of the Transaction, Banco Santander plans to contribute the shares of the Webster Subsidiary common stock to Santander Holdings USA, Inc. ("SHUSA"), a wholly-owned subsidiary of Banco Santander. Additionally, following completion of the Transaction and such contribution, Banco Santander plans, but is not required pursuant to the terms of the Transaction Agreement, (i) to merge the Webster Subsidiary with and into SHUSA, with SHUSA continuing as the surviving corporation in such merger, and (ii) to merge Webster Bank, National Association, a wholly-owned subsidiary of Webster, with and into Santander Bank, N.A., a wholly-owned subsidiary of SHUSA ("Santander Bank"), with Santander Bank continuing as the surviving entity in such merger.

Webster has filed with the U.S. Securities and Exchange Commission (the "SEC") a definitive proxy statement (the "definitive proxy statement") for the solicitation of proxies in connection with Webster's special meeting of stockholders, to be held on May 26, 2026, to vote upon, among other things, the adoption of the Transaction Agreement.

Litigation Related to the Transaction

As of the date hereof, Webster has received several demand letters from purported stockholders (the "Demand Letters") of Webster and, to Webster's knowledge, three complaints have been filed with respect to the Transaction. The complaints are captioned: Joel Zalvin v. Webster Financial Corporation et al. (Conn. Super. Ct., No. FBT-CV-26-6159904-S), Paul Smith v. Webster Financial Corporation et al. (N.Y. Supreme Court, Index No. 652674/2026) and William Johnson v. Webster Financial Corporation et al. (N.Y. Supreme Court, Index No. 652692/2026) (collectively referred to as the "Stockholder Actions").

The Demand Letters and the Stockholder Actions allege that, among other things, the definitive proxy statement contains certain disclosure deficiencies and/or incomplete information regarding the Transaction. Although the outcome of, or estimate of the possible loss or range of loss from, these matters cannot be predicted with certainty, Webster believes that the allegations contained in the Demand Letters and the Stockholder Actions are without merit.

Webster believes that no supplemental disclosures are required under applicable laws; however, in order to avoid the risk of the Demand Letters and the Stockholder Actions delaying the consummation of the Transaction and minimize the potential expense associated therewith, and without admitting any liability or wrongdoing, Webster is voluntarily making certain disclosures below that supplement those contained in the definitive proxy statement. These disclosures, and disclosures on certain other matters, are provided in this Current Report on Form 8-K. Nothing in this Current Report on Form 8-K shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, Webster specifically denies all allegations in the Demand Letters and the Stockholder Actions, including that any additional disclosure was or is required.

It is possible that additional, similar demand letters or complaints may be received or filed, or that the Stockholder Actions may be amended. Webster does not intend to announce the receipt or filing of each additional, similar demand letter or complaint, or of any amended complaint.

SUPPLEMENT TO THE DEFINITIVE PROXY STATEMENT

This supplemental information to the definitive proxy statement should be read in conjunction with the definitive proxy statement, which should be read in its entirety, including all risk factors and cautionary notes contained therein. All page references are to pages in the definitive proxy statement, and terms used below, unless otherwise defined, have the meanings set forth in the definitive proxy statement. For clarity, additions within restated paragraphs and tables from the definitive proxy statement are underlined and deletions within restated paragraphs and tables are bold and stricken.

Paragraph 21 of the Section entitled "The Transaction-Background of the Transaction" beginning on pg. 27 is amended and restated as follows:

On January 29, 2026, Webster entered into an engagement letter with J.P. Morgan in connection with the proposed transaction. In connection with its decision to engage J.P. Morgan, the Webster board was aware that J.P. Morgan and its affiliates hold securities of Santander and its affiliates and is providing certain investment banking services to Santander and its affiliates. After considering these matters, the Webster board determined that such relationships of J.P. Morgan with Santander and its affiliates would not interfere with J.P. Morgan's ability to provide independent financial advisory services to Webster.

The Section entitled "The Transaction-Opinion of J.P. Morgan, Financial Advisor to Webster-Public Trading Multiples" beginning on pg. 36 is amended and restated as follows:

Public Trading Multiples. Using publicly available information, J.P. Morgan compared selected financial data of Webster with similar data for selected publicly traded companies engaged in businesses which J.P. Morgan judged to be sufficiently analogous to Webster.

The following table lists the companies selected by J.P. Morgan:

None of the selected companies reviewed is identical or directly comparable to Webster. Certain of these companies may have characteristics that are materially different from those of Webster. However, these companies were selected, among other reasons, because they are publicly traded companies with operations and businesses that, for purposes of J.P. Morgan's analysis, may be considered sufficiently similar in certain respects to those of Webster. J.P. Morgan's analysis necessarily involves complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the companies differently than they would affect Webster.

In all instances, multiples were based on closing stock prices on January 30, 2026, which was the last practicable trading date prior to delivery of the J.P. Morgan opinion, and otherwise on the most recent publicly available information as of the date of such opinion. Financial data for the selected companies was based on the selected companies' respective public filings and information J.P. Morgan obtained from FactSet Research systems and S&P Global Market Intelligence.

The information J.P. Morgan calculated for each of the selected companies included:

The following table lists the companies selected by J.P. Morgan and sets forth (i) the Price/2026E EPS, (ii) the P/TBV and (iii) the 2026E ROATCE:

Based on the above analysis and on other factors J.P. Morgan considered appropriate, J.P. Morgan selected the following multiple reference ranges for Webster:

J.P. Morgan then applied the Price/2026E EPS multiple reference range to the estimate of Webster's estimated earnings per share of Webster common stock for fiscal year 2026, as provided by Webster's management in the estimates used by J.P. Morgan as described in the section entitled "Certain Unaudited Prospective Financial Information-Webster Prospective Financial Information Used by J.P. Morgan." J.P. Morgan also applied the P/TBV regression multiple reference range, which it derived from Webster's management's estimated range of Webster's 2026E ROATCE of 15.8% to 17.8%, to Webster's tangible book value per share of Webster common stock of $37.20 as of December 31, 2025. The analysis described above indicated the following ranges of implied equity values per share of Webster common stock (rounded to the nearest $0.05), as compared to (i) the closing price per share of Webster common stock as of January 30, 2026 of $65.77 and (ii) the implied value of the exchange consideration of $75.00 per share of Webster common stock based on the 3-day volume weighted average of the closing price of Santander ordinary shares on the BME as of February 2, 2026 of €10.79 and the ECB EUR/USD exchange rate of 1.1840 as of February 2, 2026 (referred to in this section as the "Santander reference price per share"):

The Section entitled "The Transaction-Opinion of J.P. Morgan, Financial Advisor to Webster-Dividend Discount Analysis" beginning on pg. 100 is amended and restated as follows:

Dividend Discount Analysis. J.P. Morgan calculated a range of implied values for the shares of Webster common stock by discounting to present value estimates of Webster's future dividend stream and terminal value. In performing its analysis, J.P. Morgan utilized, among others, the following assumptions, which were reviewed and approved by Webster's management:

These calculations resulted in a range of implied values of $65.15 to $80.75 per share of Webster common stock (rounded to the nearest $0.05 per share), as compared to (i) the closing price per share of Webster common stock as of January 30, 2026 of $65.77 and (ii) the implied value of the exchange consideration of $75.00 per share of Webster common stock based on the Santander reference price per share.