Webster issues supplemental proxy disclosures for Banco Santander deal ahead of May 26 vote

• Banco Santander is seeking to acquire all outstanding shares of Webster Financial in a two-step deal, starting with a merger into a newly formed Virginia subsidiary, followed by a statutory share exchange.
• The latest filing adds supplemental disclosures to the definitive proxy statement following stockholder demand letters and three lawsuits alleging disclosure deficiencies tied to the deal.
• A special stockholder meeting to vote on adopting the transaction agreement is scheduled for May 26, 2026.
• Once completed, Santander plans to contribute the acquired shares to Santander Holdings USA, with potential follow-on mergers involving the holding company and the banks, though not required under the agreement.

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