SNUS-PH 8-K
Santander Holdings USA, Inc. (SNUS-PH)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 20, 2026 (
(Exact name of registrant as specified in its charter)
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Registrant's telephone number, including area code:
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbols | Name of each exchange on which registered |
| Depositary Shares, Each Representing a 1/1,000th Interest in a Share of Fixed-Rate Reset Non-Cumulative |
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| Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed-Rate Reset Non-Cumulative |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
Introductory Note
This Current Report on Form 8-K is being filed in connection with the completion on August 20, 2026 (the “Closing Date”) of the previously announced acquisition of Webster Financial Corporation, a Delaware corporation (“Webster”), by Banco Santander, S.A., a Spanish sociedad anónima (“Banco Santander”), pursuant to a transaction agreement dated February 3, 2026 (the “Transaction Agreement”), by and among Banco Santander, Webster and a wholly-owned subsidiary of Webster incorporated in the State of Virginia (“Webster Virginia”).
Among other things, the Transaction Agreement provides for the merger of Webster with and into Webster Virginia, with Webster Virginia continuing as the surviving corporation in such merger transaction (the “Reincorporation Merger”), and, immediately afterwards, the acquisition by Banco Santander of all outstanding shares of Webster Virginia common stock through a statutory share exchange, all subject to the terms and conditions of the Transaction Agreement (the “Share Exchange” and, together with the Reincorporation Merger, the “HoldCo Transactions”).
Item 1.01 Entry Into a Material Definitive Agreement
On August 19, 2026, (i) Banco Santander and Santander Holdings USA, Inc., a wholly-owned subsidiary of Banco Santander (“SHUSA”), entered into a share contribution agreement (the “Contribution Agreement”) which, among other things, provides for the contribution of all outstanding shares of Webster Virginia common stock to SHUSA immediately following completion of the HoldCo Transactions (the “Webster Virginia Contribution”), subject to the terms and conditions of such agreement and (ii) SHUSA and Webster Virginia entered into an agreement which, among other things, provides for the merger of Webster Virginia with and into SHUSA immediately following the Webster Virginia Contribution (the “IHC Merger”), subject to the terms and conditions of such agreement (the “IHC Agreement and Plan of Merger”) and the Virginia Stock Corporation Act.
The foregoing descriptions of the Contribution Agreement and the IHC Agreement and Plan of Merger do not purport to be complete and are qualified in their entirety by reference to the full text of the Contribution Agreement and the IHC Agreement and Plan of Merger, respectively, which are attached hereto as Exhibits 2.2 and 2.3, respectively, and are incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets
The information set forth in the Introductory Note and Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
The HoldCo Transactions were consummated on the Closing Date, and, as a result, Banco Santander acquired all outstanding shares of Webster common stock. Pursuant to the terms and conditions of the Transaction Agreement, each share of Webster common stock issued and outstanding immediately prior to the effective time of the Reincorporation Merger was exchanged into the right to receive from Banco Santander 2.0548 Banco Santander American Depositary Shares and $48.75 in cash, without interest. Upon the closing of the HoldCo Transactions, Webster Virginia, the successor by merger to Webster, became a wholly-owned subsidiary of Banco Santander.
In addition, at the effective time of the Reincorporation Merger, (i) each share of 5.25% Non-Cumulative Perpetual Preferred Stock, Series F, par value $0.01 per share, of Webster (the “Webster Series F Preferred Stock”) issued and outstanding immediately prior to the effective time of the Reincorporation Merger (other than shares held in treasury) was automatically converted into one share of 5.25% Non-Cumulative Perpetual Preferred Stock, Series A, par value $0.01 per share, of Webster Virginia (the “Webster Virginia Series A Preferred Stock”), (ii) each depositary share representing a 1/1000th interest in a share of the Webster Series F Preferred Stock (the “Webster Series F Depositary Shares”) became a depositary share representing a 1/1000th interest in a share of the Webster Virginia Series a Preferred Stock (the “Webster Virginia Series A Depositary Shares”), (iii) each share of 6.50% Non-Cumulative Perpetual Preferred Stock, Series G, par value $0.01 per share, of Webster (the “Webster Series G Preferred Stock”) issued and outstanding immediately prior to the effective time of the Reincorporation Merger (other than shares held in treasury) was automatically converted into one share of 6.50% Non-Cumulative Perpetual Preferred Stock, Series B, par value $0.01 per share, of Webster Virginia (the “Webster Virginia Series B Preferred Stock”) and (iv) each depositary share representing a 1/40th interest in a share of the Webster Series G Preferred Stock (the “Webster Series G Depositary Shares”) became a depositary share representing a 1/40th interest in a share of the Webster Virginia Series B Preferred Stock (the “Webster Virginia Series B Depositary Shares”).
Immediately following the completion of the HoldCo Transactions, pursuant to the Contribution Agreement and the IHC Agreement and Plan of Merger described in Item 1.01 above, Banco Santander contributed all outstanding shares of Webster Virginia common stock to SHUSA, and immediately following the completion of the Webster Virginia Contribution, Webster Virginia was merged with and into SHUSA, with SHUSA continuing as the surviving corporation in the IHC Merger. In addition, at the effective time of the IHC Merger, (i) each share of Webster Virginia Series A Preferred Stock issued and outstanding immediately prior to the effective time of the IHC Merger (other than shares held in treasury) was automatically converted into the right to receive one share of Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series H, par value $0.01 per share, of SHUSA (the “Series H Preferred Stock”), (ii) each Webster Virginia Series A Depositary Share became a depositary share representing a 1/1000th interest in a share of the Series H Preferred Stock (the “Series H Depositary Shares”), (iii) each share of Webster Virginia Series B Preferred Stock issued and outstanding immediately prior to the effective time of the IHC Merger (other than shares held in treasury) was automatically converted into the right to receive one share of Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series I, par value $0.01 per share, of SHUSA (the “Series I Preferred Stock” and, together with the Series H Preferred Stock, the “SHUSA Preferred Stock”) and (iv) each Webster Virginia Series B Depositary Share became a depositary share representing a 1/40th interest in a share of the Series I Preferred Stock (the “Series I Depositary Shares”).
Immediately following the IHC Merger, pursuant to an agreement and plan of merger dated March 30, 2026 (as amended, the “WBNA Agreement and Plan of Merger”), by and among SHUSA, Santander Bank, National Association, a wholly-owned subsidiary of SHUSA (“SBNA”), and Webster Bank, National Association, a wholly-owned subsidiary of Webster (“WBNA”), WBNA was merged with and into SBNA, with SBNA being the surviving bank of such merger (the “Bank Merger” and, together with the HoldCo Transactions, the Webster Virginia Contribution and the IHC Merger, the “Transaction”).
The foregoing descriptions of the Transaction Agreement, the Contribution Agreement, the IHC Agreement and Plan of Merger and the WBNA Agreement and Plan of Merger and the transactions contemplated thereby do not purport to be complete and are qualified in their entirety by reference to the Transaction Agreement, the Contribution Agreement, the IHC Agreement and Plan of Merger and the WBNA Agreement and Plan of Merger, respectively, which are attached hereto as Exhibits 2.1, 2.2, 2.3 and 2.4, respectively, and are incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
Senior Notes
In connection with the completion of the Transaction, SHUSA assumed Webster Virginia’s obligations under that certain senior debt indenture, dated as of March 25, 2019 (the “Senior Notes Base Indenture”), between Webster and The Bank of New York Mellon, as Trustee, as amended and supplemented by a supplemental indenture dated as of March 25, 2019 (the “Senior Notes First Supplemental Indenture”) and a second supplemental indenture dated as of August 20, 2026 (the “Senior Notes Second Supplemental Indenture” and, together with the Senior Notes Base Indenture and the Senior Notes First Supplemental Indenture, the “Senior Notes Indenture”).
The assumption was effected by means of a third supplemental indenture, dated as of August 20, 2026, by and among SHUSA, Webster Virginia and The Bank of New York Mellon, as Trustee (the “Senior Notes Third Supplemental Indenture”), pursuant to which SHUSA assumed all obligations of Webster Virginia on all outstanding 4.100% Senior Notes due 2029 (the “Senior Notes”) under the Senior Notes Indenture and succeeded to, and was substituted for, Webster Virginia under the Senior Notes Indenture with the same effect as if SHUSA had originally been named in the Senior Notes Indenture as the issuer thereunder.
The Senior Notes bear interest at a fixed rate of 4.100% per annum, payable semiannually in arrears on March 25 and September 25 of each year, through March 25, 2029. The Senior Notes mature on March 25, 2029 and may be redeemed at such times and on such terms as provided in the Senior Notes Indenture.
The foregoing description of the Senior Notes Base Indenture, the Senior Notes First Supplemental Indenture, the Senior Notes Second Supplemental Indenture, the Senior Notes Third Supplemental Indenture and the Senior Notes does not purport to be complete and is qualified in its entirety by reference to the full text of the Senior Notes Base Indenture, the Senior Notes First Supplemental Indenture, the Senior Notes Second Supplemental Indenture, the Senior Notes Third Supplemental Indenture and the form of Senior Notes, which are attached hereto as Exhibits 4.1, 4.2, 4.3, 4.4 and 4.5, respectively, and are incorporated herein by reference.
Subordinated Notes
In connection with the completion of the Transaction, SHUSA assumed Webster Virginia’s obligations under that certain subordinated debt indenture dated as of September 11, 2025 (the “Subordinated Notes Base Indenture”), between Webster and U.S. Bank Trust Company, National Association, as Trustee, as amended and supplemented by a first supplemental indenture dated as of September 11, 2025 (the “Subordinated Notes First Supplemental Indenture”), and a second supplemental indenture dated as of August 20, 2026 (the “Subordinated Notes Second Supplemental Indenture” and, together with the Subordinated Notes Base Indenture and the Subordinated Notes First Supplemental Indenture, the “Subordinated Notes Indenture”).
The assumption was effected by means of a third supplemental indenture, dated as of August 20, 2026, by and among SHUSA, Webster Virginia and U.S. Bank Trust Company, National Association, as Trustee (the “Subordinated Notes Third Supplemental Indenture”), pursuant to which SHUSA assumed all obligations of Webster Virginia on all outstanding 5.784% Fixed Rate Reset Subordinated Notes due 2035 (the “Subordinated Notes”) under the Subordinated Notes Indenture and succeeded to, and was substituted for, Webster Virginia under the Subordinated Notes Indenture with the same effect as if SHUSA had originally been named in the Subordinated Notes Indenture as the issuer thereunder.
The Subordinated Notes bear interest at a fixed rate of 5.784% per annum, payable semi-annually in arrears on March 11 and September 11 of each year, through September 11, 2030. From and including September 11, 2030 to, but excluding, the date of maturity or the date of earlier redemption, the Subordinated Notes bear interest at a rate per annum equal to the U.S. Treasury Rate for a five-year maturity as of the date that is three business days prior to September 11, 2030 plus 212.5 basis points, payable semi-annually in arrears on March 11 and September 11 of each year. If the interest rate between September 11, 2030 and the date of maturity or the date of earlier redemption would be less than zero, the interest rate during such period shall be deemed to be zero. The Subordinated Notes mature on September 11, 2035 and may be redeemed at such times and on such terms as provided in the Subordinated Notes Indenture.
The foregoing description of the Subordinated Notes Base Indenture, the Subordinated Notes First Supplemental Indenture, the Subordinated Notes Second Supplemental Indenture, the Subordinated Notes Third Supplemental Indenture and the Subordinated Notes does not purport to be complete and is qualified in its entirety by reference to the full text of the Subordinated Notes Base Indenture, the Subordinated Notes First Supplemental Indenture, the Subordinated Notes Second Supplemental Indenture, the Subordinated Notes Third Supplemental Indenture and the form of Subordinated Notes, which are attached hereto as Exhibits 4.6, 4.7, 4.8, 4.9 and 4.10, respectively, and are incorporated herein by reference.
Junior Subordinated Debentures
In connection with the completion of the Transaction, SHUSA assumed Webster Virginia’s obligations under that certain floating rate junior subordinated indenture dated as of September 17, 2003 (the “Junior Subordinated Base Indenture”), between Webster and U.S. Bank National Association, as Trustee (to which U.S. Bank Trust Company, National Association as successor-in-interest), as amended and supplemented by a first supplemental indenture dated as of August 20, 2026 (the “Junior Subordinated First Supplemental Indenture” and, together with the Junior Subordinated Base Indenture, the “Junior Subordinated Indenture”).
The assumption was effected by means of a second supplemental indenture, dated as of August 20, 2026, by and among SHUSA, Webster Virginia and U.S. Bank Trust Company, National Association, as successor-in-interest to U.S. Bank National Association, as Trustee (the “Junior Subordinated Second Supplemental Indenture”), pursuant to which SHUSA (i) assumed the due and punctual payment of the principal of (and premium, if any) and interest on, all of the Floating Rate Junior Subordinated Deferrable Interest Debentures due 2033 (the “Junior Subordinated Debentures”) in accordance with their terms, and the due and punctual performance and observance of all the covenants and conditions to be kept or performed by Webster Virginia under the Junior Subordinated Indenture, all as if SHUSA were the issuer thereunder, and (ii) succeeded to, and was substituted for, Webster Virginia under the Junior Subordinated Indenture with the same effect as if SHUSA had originally been named in the Junior Subordinated Indenture as the issuer thereunder.
The Junior Subordinated Debentures bear interest at a rate equal to the 3-Month Secured Overnight Financing Rate plus a credit spread adjustment plus 2.95% per annum, payable quarterly in arrears on March 17, June 17, September 17 and December 17 of each year, as determined in the Junior Subordinated Indenture. The Junior Subordinated Debentures mature on September 17, 2033 and may be redeemed at such times and on such terms as provided in the Junior Subordinated Indenture.
The foregoing description of the Junior Subordinated Base Indenture, the Junior Subordinated First Supplemental Indenture, the Junior Subordinated Second Supplemental Indenture and the Junior Subordinated Debentures does not purport to be complete and is qualified in its entirety by reference to the full text of the Junior Subordinated Base Indenture, the Junior Subordinated First Supplemental Indenture, the Junior Subordinated Second Supplemental Indenture and the form of Junior Subordinated Debentures, which are attached hereto as Exhibits 4.11, 4.12, 4.13 and 4.14, respectively, and are incorporated herein by reference.
Item 3.03 Material Modification to Rights of Security Holders
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
In connection with the IHC Merger, SHUSA filed Articles of Amendment to its Amended and Restated Articles of Incorporation with the Virginia State Corporation Commission, establishing the terms of the SHUSA Preferred Stock. The Articles of Amendment to the Amended and Restated Articles of Incorporation became effective at the effective time of the IHC Merger, upon which SHUSA issued (i) 6,000 shares of Series H Preferred Stock, collectively represented by 6,000,000 Series H Depositary Shares, and (ii) 135,000 shares of Series I Preferred Stock, collectively represented by 5,400,000 Series I Depositary Shares. Each holder of a Series H Depositary Share and a Series I Depositary Share is entitled to the proportional rights of a share of Series H Preferred Stock and Series I Preferred Stock, respectively.
In connection with the issuance of the SHUSA Preferred Stock, on July 16, 2026, (a) SHUSA, Webster, Webster Virginia and Broadridge Corporate Issue Solutions, Inc. entered into the first amendment (the “First Amendment to the Series H Deposit Agreement”) to that certain Deposit Agreement, dated as of December 12, 2017, by and among Webster, Broadridge and the holders from time to time of the depositary receipts described therein in respect of the Webster Series F Depositary Shares (the “Original Series H Deposit Agreement”), by means of which, effective upon completion of the IHC Merger, SHUSA became the legal successor-in-interest to Webster Virginia, which in turn immediately prior thereto became the legal successor-in-interest to Webster, and SHUSA assumed all of the rights and obligations of Webster under such deposit agreement; and (b) SHUSA, Webster, Webster Virginia and Broadridge Corporate Issue Solutions, Inc. entered into the third amendment (the “Third Amendment to the Series I Deposit Agreement”) to that certain Deposit Agreement, dated as of March 19, 2013, by and among Astoria Financial Corporation (“Astoria”), Computershare Shareowner Services, LLC, as Depositary, and the holders from time to time of the depositary receipts described therein (the “Original Series I Deposit Agreement”), as amended by that certain First Amendment to Deposit Agreement, dated as of October 2, 2017, by and among Sterling Bancorp, successor-in-interest to Astoria, and Computershare Inc., successor-in-interest to Computershare Shareowner Services, LLC (the “First Amendment to the Series I Deposit Agreement”), as further amended by that certain Second Amendment to Deposit Agreement, dated as of January 21, 2022, by and among Webster, Sterling Bancorp, Broadridge and Computershare Inc. (the “Second Amendment to the Series I Deposit Agreement”), by means of which, effective upon completion of the IHC Merger, SHUSA became the legal successor-in-interest to Webster Virginia, which in turn immediately prior thereto became the legal successor-in-interest to Webster, and SHUSA assumed all of the rights and obligations of Webster under such deposit agreement.
Broadridge Corporate Issue Solutions, Inc., as depositary, is the sole holder of shares of Series H Preferred Stock and Series I Preferred Stock. The holders of Series H Depositary Shares and Series I Depositary Shares are required to exercise their proportional rights in the Series H Preferred Stock and the Series I Preferred Stock through the depositary.
With respect to the payment of dividends and distributions upon liquidation, dissolution or winding-up of SHUSA’s business and affairs, the Series H Preferred Stock ranks (i) senior to SHUSA’s common stock and each other series of preferred stock SHUSA may issue (unless expressly provided otherwise), (ii) pari passu with each other series of SHUSA’s preferred stock which is expressly provided to rank pari passu with the Series H Preferred Stock and (iii) junior to all existing and future indebtedness and other non-equity claims on SHUSA, and to each other series of SHUSA’s preferred stock which is expressly provided to rank senior to the Series H Preferred Stock.
The Series H Preferred Stock is not convertible into, or exchangeable for, shares of any other class or series of SHUSA’s capital stock or other securities. The Series H Preferred Stock is perpetual and has no maturity date.
With respect to the payment of dividends and distributions upon liquidation, dissolution or winding-up of SHUSA’s business and affairs, the Series I Preferred Stock ranks (i) senior to SHUSA’s common stock, (ii) pari passu with each other series of SHUSA’s preferred stock which is expressly provided to rank pari passu with the Series I Preferred Stock and (iii) junior to all existing and future indebtedness and other non-equity claims on SHUSA, and to each other series of Series I Preferred Stock which is expressly provided to rank senior to the Series I Preferred Stock.
The Series I Preferred Stock is not convertible into, or exchangeable for, shares of any other class or series of SHUSA’s capital stock or other securities. The Series I Preferred Stock is perpetual and has no maturity date.
The foregoing description of the terms of the SHUSA Preferred Stock does not purport to be complete and is qualified in its entirety by reference to the Articles of Amendment to the Amended and Restated Articles of Incorporation dated August 10, 2026, the Original Series H Deposit Agreement, the First Amendment to the Series H Deposit Agreement, the Form of Global Receipt of the Series H Depositary Shares, the Original Series I Deposit Agreement, the First Amendment to the Series I Deposit Agreement, the Second Amendment to the Series I Deposit Agreement, the Third Amendment to the Series I Deposit Agreement and the Form of Global Receipt of the Series I Depositary Shares, which are attached hereto as Exhibits 3.1, 4.15, 4.16, 4.17, 4.18, 4.19, 4.20, 4.21 and 4.22, respectively, and incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
The Amended and Restated Articles of Incorporation of SHUSA were amended on August 10, 2026 to reflect the issuance of the SHUSA Preferred Stock described in Item 3.03 above. A copy of the Articles of Amendment to the Amended and Restated Articles of Incorporation dated August 10, 2026 is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 8.01 Other Events
On the date hereof, SHUSA issued a press release announcing, among other things, the consummation of the Transaction. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
| (a) | Financial statements of businesses or funds acquired |
The information required by Item 9.01(a) of Form 8-K will be filed by amendment no later than 71 calendar days following the date that this Current Report on Form 8-K is required to be filed.
| (b) | Pro forma financial information |
The information required by Item 9.01(b) of Form 8-K will be filed by amendment no later than 71 calendar days following the date that this Current Report on Form 8-K is required to be filed.
| (d) | Exhibits |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SANTANDER HOLDINGS USA, INC. | |||
| By: | /s/ Gerard A. Chamberlain | ||
| Name: | Gerard A. Chamberlain | ||
| Dated: August 20, 2026 | Title: | Executive Vice President and Senior Deputy General Counsel | |
Exhibit 2.2
SHARE CONTRIBUTION AGREEMENT
THIS SHARE CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of August 19, 2026, by and between Banco Santander, S.A., a Spanish sociedad anónima, (“BSSA”) and Santander Holdings USA, Inc., a Virginia corporation and wholly-owned subsidiary of BSSA (“SHUSA”) and shall be effective as of 12:03 a.m. Eastern Time on August 20, 2026 (the “Contribution Effectiveness Time”).
RECITALS
WHEREAS, Webster Financial Corporation (“WBS”), which owns all of the outstanding shares of capital stock of Webster Bank, National Association, BSSA, which indirectly owns all of the outstanding shares of capital stock of Santander Bank, National Association (“SBNA”), and Webster Virginia Corporation (“Webster Virginia”), a Virginia corporation and wholly owned subsidiary of WBS have entered into a Transaction Agreement (the “Transaction Agreement”), dated as of February 3, 2026, which, among other things, provides for the merger of WBS with and into Webster Virginia, with Webster Virginia continuing as the surviving corporation in such merger transaction, and, immediately afterwards, the acquisition by BSSA of all outstanding shares of Webster Virginia common stock through a statutory share exchange, all subject to the terms and conditions of such Transaction Agreement (the “HoldCo Transactions”); and
WHEREAS, SHUSA, which owns all of the outstanding shares of SBNA, and BSSA, which owns all of the outstanding shares of SHUSA and would own all of the outstanding shares of Webster Virginia following the HoldCo Transactions, desire to enter into this Agreement to provide for the contribution of all outstanding shares of Webster Virginia to SHUSA immediately following the HoldCo Transactions, in order to comply with Regulation YY of the Board of Governors of the Federal Reserve System.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants set forth herein and other good and valuable consideration, the receipt, adequacy and legal sufficiency of which are hereby acknowledged, the parties agree as follows:
SECTION 1. Contribution. At the Contribution Effectiveness Time, immediately following consummation of the Holdco Transactions, in connection with the Transaction Agreement and this Agreement, BSSA does hereby contribute, assign, transfer, convey and deliver to SHUSA, and SHUSA does hereby accept and assume from BSSA, all of BSSA’s right, title and interest in, Webster Virginia as a contribution to SHUSA’s capital.
SECTION 2. Governing Law. This Agreement shall be governed by and construed in accordance with the law of the State of Delaware, without regard to the conflicts of law rules of such state.
SECTION 3. No Third-Party Beneficiaries. This Agreement is not intended to confer upon any person other than the parties hereto any rights or remedies.
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SECTION 4. 
Binding
Effect. The provisions of this Agreement will be binding upon, and inure to the benefit of, the parties and their respective
successors and assigns.
SECTION 5. Amendments. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.
SECTION 6. Entire Agreement. This Agreement supersedes all other prior oral or written agreements between the parties hereto with respect to the matters set forth herein, and this Agreement contains the entire understanding of the parties with respect to the matters set forth herein.
SECTION 7. Counterparts. This Agreement may be executed in one or more counterparts (including by fax or PDF), all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties. If any signature is delivered by facsimile transmission or by PDF, such signature shall create a valid and binding obligation of the party executing (or on whose behalf the signature is executed) with the same force and effect as if such facsimile or PDF signature were an original thereof.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written above.
| BANCO SANTANDER, S.A. | ||
| By: | /s/ Javier Illescas | |
| Name: Javier Illescas | ||
| Title: Head of Legal | ||
| SANTANDER HOLDINGS USA, INC. | ||
| By: | /s/ Pablo del Campo | |
| Name: Pablo del Campo | ||
| Title: Authorized Signatory | ||
Exhibit 2.3
AGREEMENT AND PLAN OF MERGER
WEBSTER VIRGINIA CORPORATION
with and into
SANTANDER HOLDINGS USA, INC.
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made this nineteenth day of August 2026, between Santander Holdings USA, Inc., a Virginia corporation (“SHUSA”) and Webster Virginia Corporation, a Virginia corporation (“Webster Virginia”).
WHEREAS, Webster Financial Corporation (“WBS”), which owns all of the outstanding shares of capital stock of Webster Bank, National Association, Banco Santander, S.A. (“BSSA”), which indirectly owns all of the outstanding shares of capital stock of Santander Bank, N.A. (“SBNA”), and Webster Virginia, a wholly owned subsidiary of WBS, have entered into a Transaction Agreement (the “Transaction Agreement”), dated as of February 3, 2026, which, among other things, provides for the merger of WBS with and into Webster Virginia, with Webster Virginia continuing as the surviving corporation in such merger, and, immediately afterwards, the acquisition by BSSA of all outstanding shares of Webster Virginia common stock through a statutory share exchange, all subject to the terms and conditions of such Transaction Agreement (the “HoldCo Transactions”);
WHEREAS, SHUSA, which owns all of the outstanding shares of capital stock of SBNA, and BSSA, which owns all of the outstanding shares of capital stock of SHUSA and would own all of the outstanding shares of Webster Virginia common stock following the HoldCo Transactions, entered into a Share Contribution Agreement to provide for the contribution of all outstanding shares of Webster Virginia common stock to SHUSA immediately following the HoldCo Transactions (the “Webster Virginia Contribution”), in order to comply with Regulation YY of the Board of Governors of the Federal Reserve System;
WHEREAS, SHUSA and Webster Virginia are entering into this Agreement to provide for the merger of Webster Virginia with and into SHUSA immediately following the Webster Virginia Contribution, all subject to the terms and conditions of this Agreement;
WHEREAS, the Board of Directors of SHUSA has unanimously approved this Agreement (in the form presented to the board) and authorized its execution pursuant to the authority given by and in accordance with the applicable provisions of the Virginia Stock Corporation Act (the “VSCA”); and
WHEREAS, the Board of Directors of Webster Virginia, has unanimously approved this Agreement (in the form presented to the board) and authorized its execution pursuant to the authority given by and in accordance with the applicable provisions of the VSCA.
NOW, THEREFORE, for and in consideration of the premises and the mutual promises and agreements herein contained, the parties hereto agree as follows:
SECTION 1
| (a) | Subject to the terms and conditions of this Agreement, at the Effective Time (as defined below), Webster
Virginia shall be merged (the “Merger”) with and into SHUSA in accordance with the requirements of the VSCA and the
terms and conditions hereof. SHUSA shall continue its existence as the surviving corporation (the “Surviving Corporation”)
of the Merger, and the separate corporate existence of Webster Virginia shall cease. |
| (b) | The Merger shall become effective at such time and date (the “Effective Time”) that Webster Virginia and SHUSA shall agree and specify in the articles of merger filed with the Virginia State Corporation Commission or, if no such time is specified, upon the issuance of a certificate of merger by the Virginia State Corporation Commission; provided that in no event shall the Effective Time be earlier than, or at the same time as, the effective time of the HoldCo Transactions or the Webster Virginia Contribution. |
SECTION 2
| (a) | The name of the Surviving Corporation at the Effective Time shall be “Santander Holdings USA, Inc.” |
| (b) | From and after the Effective Time, the Surviving Corporation shall possess all the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of SHUSA and Webster Virginia, all as provided under the VSCA. |
SECTION 3
| (a) | At the Effective Time, each share of common stock, par value $0.01 per share, of Webster Virginia issued and outstanding immediately prior to the Effective Time (other than shares held in treasury) shall be converted into one share of common stock, no par value, of the Surviving Corporation. At the Effective Time, each share of common stock, no par value, of SHUSA issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding and unaffected by the Merger. |
| (b) | At the Effective Time, by virtue of the Merger and without any action on the part of SHUSA, Webster Virginia or any holder of the newly created series of preferred stock of Webster Virginia (“New Webster Virginia Series A Preferred Stock”) that was created in connection with the HoldCo Transactions as set forth in the Transaction Agreement, on the terms and subject to the conditions set forth therein, (i) each share of New Webster Virginia Series A Preferred Stock issued and outstanding immediately prior to the Effective Time (other than shares held in treasury) shall automatically be converted into the right to receive one share of a newly created series of preferred stock of SHUSA having substantially the same terms (and taking into account that Webster Virginia will not be the surviving corporation in the Merger) as the New Webster Virginia Series A Preferred Stock (all shares of such newly created series, collectively, the “New SHUSA Series H Preferred Stock”), with such terms set forth in an articles of amendment of SHUSA in respect of the New SHUSA Series H Preferred Stock. |
| (c) | At the Effective Time, by virtue of the Merger and without any action on the part of SHUSA, Webster Virginia or any holder of the newly created series of preferred stock of Webster Virginia (“New Webster Virginia Series B Preferred Stock” and, together with the New Webster Virginia Series A Preferred Stock, the “New Webster Virginia Preferred Stock”) that were created in connection with the HoldCo Transactions as set forth in the Transaction Agreement, on the terms and subject to the conditions set forth therein, (i) each share of New Webster Virginia Series B Preferred Stock issued and outstanding immediately prior to the Effective Time (other than shares held in treasury) shall automatically be converted into the right to receive one share of a newly created series of preferred stock of SHUSA having substantially the same terms (and taking into account that Webster Virginia will not be the surviving corporation in the Merger) as the New Webster Virginia Series B Preferred Stock (all shares of such newly created series, collectively, the “New SHUSA Series I Preferred Stock” and, together with the New SHUSA Series H Preferred Stock, the “New SHUSA Preferred Stock”) (it being agreed that the New SHUSA Series I Preferred Stock shall have such rights, preferences, privileges and voting powers, and limitations and restrictions thereof, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers, and limitations and restrictions thereof, of Company Series G Preferred Stock (as defined in the Transaction Agreement) immediately prior to the Reincorporation Effective Time (as defined in the Transaction Agreement)), with such terms set forth in an articles of amendment of SHUSA in respect of the New SHUSA Series I Preferred Stock. |
| (d) | At the Effective Time, each share of (i) 8.410% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, no par value, of SHUSA, (ii) 9.380% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, no par value, of SHUSA and (iii) 8.170% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, no par value, of SHUSA, in each case that is issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding and unaffected by the Merger. |
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| (e) | All assets of SHUSA and Webster Virginia, as they exist at the Effective Time, shall pass to and vest in the Surviving Corporation without any conveyance or other transfer, and the Surviving Corporation shall be responsible for all of the liabilities of every kind and description, of SHUSA and Webster Virginia existing as of the Effective Time, all in accordance with the provisions of the VSCA. |
SECTION 4
| (a) | By virtue of the Merger and without any action on the part of the holder of any capital stock of Webster Virginia (including any New Webster Virginia Preferred Stock), at the Effective Time, each outstanding share of capital stock of Webster Virginia (including any New Webster Virginia Preferred Stock) shall be cancelled in exchange for the right to receive the consideration set forth in Section 3. |
| (b) | By virtue of the Merger and without any action on the part of the holder of any capital stock of Webster Virginia (including any New Webster Virginia Preferred Stock), outstanding certificates representing shares of the capital stock of Webster Virginia (including any New Webster Virginia Preferred Stock) shall, at the Effective Time, be cancelled. |
SECTION 5
| (a) | Effective as of the Effective Time, (1) the initial composition of the full board of directors of the Surviving Corporation shall be that of the board of directors of SHUSA as of immediately prior to the Effective Time, which, pursuant to Section 8.03 of the Transaction Agreement, shall include (i) Mr. John R. Ciulla, (ii) Mr. Luis Massiani and (iii) two additional members of the board of directors of WBS to be mutually agreed by BSSA and WBS (as of the date hereof, BSSA and WBS have agreed that Mr. Frederick Crawford and Ms. Maureen Mitchell shall be the two such additional members) and (2) the officers of SHUSA immediately prior to the Effective Time shall be the officers of the Surviving Corporation immediately after the Effective Time. |
| (b) | Effective as of the Effective Time, each director and officer of the Surviving Corporation shall serve and hold office, as applicable, until their respective successors are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. |
| (c) | Effective as of the Effective Time, the certificate of incorporation of SHUSA as in effect immediately prior to the Effective Time (with such changes in respect of the rights, preferences, privileges and voting powers, and limitations and restrictions of the New SHUSA Preferred Stock to give effect to the transactions) shall be the certificate of incorporation of the Surviving Corporation, until thereafter amended in accordance with applicable law. |
| (d) | Effective as of the Effective Time, the bylaws of SHUSA as in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation, until amended in accordance with applicable law. |
SECTION 6
| (a) | Subject to the terms and conditions of this Agreement, SHUSA and Webster Virginia shall use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the transactions contemplated by this Agreement. |
| (b) | Effective as of the Effective Time, the officers of the Surviving Corporation will be authorized to execute and deliver, in the name and on behalf of SHUSA or Webster Virginia, as applicable, any deeds, bills of sale, assignments or assurances and to take and do, in the name and on behalf of SHUSA or Webster Virginia, as applicable, any other actions and things to vest, perfect or confirm of record or otherwise in the Surviving Corporation any and all right, title and interest in, to and under any of the rights, properties or assets of Webster Virgina acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger. |
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SECTION 7
This Agreement has been approved by SHUSA, which owns all of the outstanding shares of Webster Virginia common stock, and by WBS, which owns all of the outstanding shares of Webster Virginia prior to the Reincorporation Effective Time (as defined in the Transaction Agreement), in accordance with the VSCA.
SECTION 8
The respective obligations of the parties to effect the Merger are also subject to the satisfaction at or prior to the Effective Time of the following terms and conditions:
(a) The HoldCo Transactions and the Webster Virginia Contribution shall have closed and become effective.
(b) Any required statutory waiting period under applicable law in respect of the Merger shall have expired.
(c) No jurisdiction or governmental authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, judgment, decree, injunction or other order (whether temporary, preliminary or permanent) that is in effect and binding upon the SHUSA and Webster Virginia which prohibits or makes illegal consummation of the Merger and is not otherwise preempted by Federal law.
This Agreement may be amended or terminated, and the Merger may be abandoned, only by the mutual written agreement of SHUSA and Webster Virginia at any time prior to the Effective Time, notwithstanding the prior approval of this Agreement and the Merger by the sole stockholder of SHUSA or the sole shareholder of Webster Virginia.
SECTION 9
SHUSA and Webster Virginia each agree (A) to treat the Merger as (i) a complete liquidation of Webster Virginia to which Section 332 of the Code applies, and/or (ii) a “reorganization” within the meaning of Section 368(a) of the Code, and (B) this Agreement is intended to be and is adopted as (i) a plan of liquidation for purposes of Section 332 of the Code and the Treasury regulations thereunder to the extent the Liquidation Treatment applies, and (ii) a plan of reorganization for purposes of Sections 354 and 361 of the Code to the extent the Reorganization Treatment applies. The parties hereto intend that the Merger contemplated by this Agreement will qualify as a distribution pursuant to a plan of liquidation within the meaning of Section 332 of the Internal Revenue Code of 1986, as amended.
SECTION 10
This Agreement embodies the entire agreement and understanding of the parties herein with respect to the transactions contemplated hereby, and supersedes all other prior commitments, arrangements or understandings, both oral and written, among the parties herein with respect to the subject matter hereof.
The provisions of this Agreement are intended to be interpreted and construed in a manner so as to make such provisions valid, binding and enforceable. In the event that any provision of this Agreement is determined to be partially or wholly invalid, illegal or unenforceable, then such provision shall be deemed to be modified or restricted to the extent necessary to make such provision valid, binding and enforceable, or, if such provision cannot be modified or restricted in a manner so as to make such provision valid, binding and enforceable, then such provision shall be deemed to be excised from this Agreement and the validity, binding effect and enforceability of the remaining provisions of this Agreement shall not be affected or impaired in any manner.
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No waiver, amendment, modification or change of any provision of this Agreement shall be effective unless and until made in writing and signed by the parties herein. No waiver, forbearance or failure by any party of its rights to enforce any provision of this Agreement shall constitute a waiver or estoppel of such party’s right to enforce any other provision of this Agreement or a continuing waiver by such party of compliance with any provision hereof.
Except to the extent Federal law is applicable, this Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without regard to principles of conflicts of laws.
This Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties’ respective successors and permitted assigns. Unless otherwise expressly stated herein, this Agreement shall not benefit or create any right of action in or on behalf of any person or entity other than the parties herein.
This Agreement may be executed in counterparts (including by facsimile or optically-scanned electronic mail attachment), each of which shall be deemed to be original, but all of which together shall constitute one and the same instrument.
[Signature page follows]
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IN WITNESS WHEREOF, Santander Holdings USA, Inc. and Webster Virginia Corporation have entered into this Agreement as of the date and year first set forth above.
| Santander Holdings USA, Inc. | ||
| By: | /s/ Pablo del Campo | |
| Name: Pablo del Campo | ||
| Title: Authorized Signatory | ||
| Webster Virginia Corporation | ||
| By: | /s/ Kristy Berner | |
| Name: Kristy Berner | ||
| Title: Authorized Signatory | ||
Exhibit 4.3
WEBSTER FINANCIAL CORPORATION,
as Issuer,
WEBSTER VIRGINIA CORPORATION,
as Successor,
and
THE BANK OF NEW YORK MELLON,
as Trustee
SECOND SUPPLEMENTAL INDENTURE
Dated as of August 20, 2026 to
SENIOR DEBT INDENTURE
Dated as of March 25, 2019
SECOND SUPPLEMENTAL INDENTURE, dated as of August 20, 2026 (this “Second Supplemental Indenture”), by and among Webster Financial Corporation, a Delaware corporation (the “Company”), as issuer, Webster Virginia Corporation, a Virginia corporation (“Webster Virginia”), as successor to the Company (the “Successor”), and The Bank of New York Mellon, a New York banking corporation, as trustee (the “Trustee”).
RECITALS
WHEREAS, the Company has previously executed and delivered to the Trustee a Senior Debt Indenture, dated as of March 25, 2019 (the “Base Indenture”), as supplemented and amended by the Supplemental Indenture, dated as of March 25, 2019 (together, the “Existing Indenture”), providing for the issuance of the Company’s 4.100% Senior Notes due 2029 (the “Notes”), which as of the date hereof constitute the only series of Securities issued and Outstanding under the Base Indenture;
WHEREAS, on February 3, 2026, Banco Santander, S.A. (“Santander”), the Company and Webster Virginia entered into a transaction agreement (the “Transaction Agreement”) that, among other things, provides for the merger of the Company with and into Webster Virginia, with Webster Virginia continuing as the surviving corporation in such transaction, and, immediately afterwards, the acquisition by Santander of all outstanding shares of Webster Virginia common stock (collectively, the “HoldCo Transactions”);
WHEREAS, as contemplated in Section 3.07 of the Transaction Agreement, immediately following completion of the HoldCo Transactions, Santander will contribute all outstanding shares of Webster Virginia common stock to Santander Holdings USA, Inc. (“SHUSA”) and, immediately afterwards, Webster Virginia will merge with and into SHUSA with SHUSA continuing as the surviving corporation in such merger transaction, subject to the terms and conditions of a merger agreement between Webster Virginia and SHUSA;
WHEREAS, on the date hereof, the Company shall merge with and into Webster Virginia with Webster Virginia as the surviving corporation (the “Merger”), and this Second Supplemental Indenture shall be deemed to be executed as of the effective time of such Merger;
WHEREAS, Section 801(1) of the Base Indenture provides that, as a result of the Merger, with respect to each series of Outstanding Securities, Webster Virginia must expressly assume by supplemental indenture the due and punctual payment of the principal of, any premium and interest on all such Outstanding Securities and the due and punctual performance and observance of every obligation in the Existing Indenture and the Outstanding Securities on the part of the Company to be performed or observed;
WHEREAS, Section 901(1) of the Base Indenture provides that the Company and the Trustee may, without the consent of any Holder, enter into a supplemental indenture to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company contained in the Base Indenture and in the Outstanding Securities;
WHEREAS, the Company and Webster Virginia have requested and hereby request that the Trustee join with the Company and Webster Virginia in the execution of this Second Supplemental Indenture;
WHEREAS, the execution and delivery of this Second Supplemental Indenture have been duly authorized by the Company and Webster Virginia and all conditions and requirements necessary to make this instrument a valid and binding agreement of the Company and Webster Virginia in accordance with its terms have been duly performed and complied with;
WHEREAS, concurrently with the execution hereof, pursuant to, and in compliance and accordance with Section 903 of the Base Indenture, the Company has delivered to the Trustee an Officers’ Certificate and has caused its counsel to deliver to the Trustee an Opinion of Counsel; and
WHEREAS, pursuant to Section 903 of the Base Indenture, the Trustee is authorized to execute and deliver this Second Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, Webster Virginia and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
ARTICLE
1
AMENDMENT OF INDENTURE
Section 1.1 Assumption of Obligations. Pursuant to, and in compliance and accordance with, Section 801 of the Base Indenture, effective upon completion of the Merger, Webster Virginia shall be the legal successor-in-interest to the Company with respect to and hereby expressly assumes all of the rights and obligations of the Company with respect to all of the Notes and under the Existing Indenture and the Notes. Pursuant to, and in compliance and accordance with, Section 802 of the Base Indenture, Webster Virginia succeeds to and is substituted for, and may exercise every right and power of, the Company under the Existing Indenture, with the same effect as if Webster Virginia had originally been named in the Existing Indenture as the Company therein.
ARTICLE
2
MISCELLANEOUS
Section 2.1 Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Existing Indenture.
Section 2.2 Effect of Supplemental Indenture. This Second Supplemental Indenture is executed as and shall constitute an indenture supplemental to and in implementation of the Existing Indenture. Upon the execution of this Second Supplemental Indenture, the Existing Indenture is thereby modified in accordance therewith, and this Second Supplemental Indenture shall form a part of the Existing Indenture for all purposes. Every Holder of Notes heretofore or hereafter authenticated and delivered under the Existing Indenture shall be bound hereby.
Section 2.3 Confirmation. The Existing Indenture as supplemented and amended by this Second Supplemental Indenture is in all respects ratified and confirmed.
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Section 2.4 Trust Indenture Act Controls. If any provision of this Second Supplemental Indenture limits, qualifies or conflicts with another provision that is required to be included in this Second Supplemental Indenture or the Existing Indenture by the Trust Indenture Act of 1939, as amended, as in force at the date that this Second Supplemental Indenture is executed, the provisions required by such Trust Indenture Act shall control.
Section 2.5 GOVERNING LAW. THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE OR INSTRUMENTS ENTERED INTO AND, IN EACH CASE, PERFORMED IN SAID STATE.
Section 2.6 Counterparts. The parties may sign any number of copies of this Second Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Second Supplemental Indenture and of signature pages by electronic (i.e., “pdf” or “tif”) transmission shall constitute effective execution and delivery of this Second Supplemental Indenture as to the parties hereto and may be used in lieu of the original Second Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by electronic (i.e., “pdf” or “tif”) transmission shall be deemed to be their original signatures for all purposes.
Section 2.7 Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof.
Section 2.8 Successors and Assigns. All covenants and agreements in this Second Supplemental Indenture by the Company and Webster Virginia shall bind their successors and assigns, whether so expressed or not.
Section 2.9 Separability Clause. In case any provision in this Second Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Section 2.10 Effectiveness; Operativeness. This Second Supplemental Indenture shall become effective and binding on the Company, Webster Virginia, the Trustee and every Holder of the Outstanding Securities heretofore or hereafter authenticated and delivered under the Existing Indenture, upon (1) the execution and delivery by the parties to this Second Supplemental Indenture and (2) the effectiveness of the Merger.
Section 2.11 Certain Duties and Responsibilities of the Trustee. In entering into this Second Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Existing Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee, whether or not elsewhere herein so provided. The Trustee, for itself and its successor or successors, accepts the terms of the Existing Indenture as supplemented and amended by this Second Supplemental Indenture, and agrees to perform the same, but only upon the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee, which terms and provisions shall in like manner define and limit its liabilities and responsibilities in the performance of the trust created by the Existing Indenture. The Trustee makes no representations as to and shall not be responsible in any manner whatsoever for or in respect of the validity, adequacy or sufficiency of this Second Supplemental Indenture. The recitals and statements in this Second Supplemental Indenture are made by the Company and Webster Virginia only and not by the Trustee, and the Trustee assumes no responsibility for their correctness.
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Section 2.12 Representations and Warranties.
| (a) | Webster Virginia represents and warrants that (i) it has all necessary power and authority to execute and deliver this Second Supplemental Indenture and to perform the covenants and obligations of the Company under the Base Indenture and the Notes, (ii) it is the successor of the Company pursuant to the Merger effected in accordance with applicable law, (iii) it is a corporation organized and existing under the laws of the Commonwealth of Virginia, and (iv) this Second Supplemental Indenture is executed and delivered pursuant to Section 901(1) and Article Eight of the Base Indenture and does not require the consent of the Holders of the Outstanding Securities. |
| (b) | The Company represents and warrants that (i) it has all necessary power and authority to execute and deliver this Second Supplemental Indenture; (ii) this Second Supplemental Indenture is executed and delivered pursuant to Section 901(1) and Article Eight of the Base Indenture and does not require consent of the Holders of the Outstanding Securities; and (iii) as of the date of the execution of this Second Supplemental Indenture and after giving effect to the Merger no Event of Default, and no event which, after notice or lapse of time, or both, would become an Event of Default, has occurred and is continuing. |
[Signature pages follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the date first above written.
| ISSUER: | ||
| WEBSTER FINANCIAL CORPORATION | ||
| By: | /s/ Neal Holland | |
| Name: Neal Holland | ||
| Title: Senior Executive Vice President and Chief Financial Officer | ||
| SUCCESSOR: | ||
| WEBSTER VIRGINIA CORPORATION | ||
| By: | /s/ Kristy Berner | |
| Name: Kristy Berner | ||
| Title: Chief Legal Officer, General Counsel and Secretary | ||
| TRUSTEE: | ||
| THE BANK OF NEW YORK MELLON, as Trustee | ||
| By: | /s/ Peggy Guel | |
| Name: Peggy Guel | ||
| Title: As Agent | ||
Exhibit 4.4
WEBSTER VIRGINIA CORPORATION,
as Issuer,
SANTANDER HOLDINGS USA, INC.,
as Successor,
and
THE BANK OF NEW YORK MELLON,
as Trustee
THIRD SUPPLEMENTAL INDENTURE
Dated as of August 20, 2026 to
SENIOR DEBT INDENTURE
Dated as of March 25, 2019
THIRD SUPPLEMENTAL INDENTURE, dated as of August 20, 2026 (this “Third Supplemental Indenture”), by and among Webster Virginia Corporation, a Virginia corporation (“Webster Virginia”), as successor-in-interest to Webster Financial Corporation, a Delaware corporation (the “Company”), as issuer, and Santander Holdings USA, Inc., a Virginia corporation (“SHUSA” or the “Successor”), as successor-in-interest to Webster Virginia, and The Bank of New York Mellon, a New York banking corporation, as trustee (the “Trustee”).
RECITALS
WHEREAS, the Company has previously executed and delivered to the Trustee a Senior Debt Indenture, dated as of March 25, 2019 (the “Base Indenture”), as supplemented and amended by (i) the Supplemental Indenture, dated as of March 25, 2019, providing for the issuance of the Company’s 4.100% Senior Notes due 2029 (the “Notes”), which as of the date hereof constitute the only series of Securities issued and Outstanding under the Base Indenture; and (ii) the Second Supplemental Indenture, dated as of the date hereof, providing for the assumption of all of the rights and obligations of the Company with respect to all of the Notes and under the Existing Indenture (as hereinafter defined) by Webster Virginia in connection with the Transactions (as defined below) (collectively, the “Existing Indenture”);
WHEREAS, on February 3, 2026, Banco Santander, S.A. (“Santander”), the Company and Webster Virginia entered into a transaction agreement (the “Transaction Agreement”) that, among other things, provides for the merger of the Company with and into Webster Virginia, with Webster Virginia continuing as the surviving corporation in such transaction, and, immediately afterwards, the acquisition by Santander of all outstanding shares of Webster Virginia common stock (collectively, the “HoldCo Transactions”);
WHEREAS, as contemplated in Section 3.07 of the Transaction Agreement, immediately following completion of the HoldCo Transactions, Santander will contribute all outstanding shares of Webster Virginia common stock to SHUSA (the “Contribution”) and, immediately afterwards, Webster Virginia will merge with and into SHUSA with SHUSA continuing as the surviving corporation in such merger transaction, subject to the terms and conditions of a merger agreement between Webster Virginia and SHUSA (together with the Contribution and the HoldCo Transactions, the “Transactions”);
WHEREAS, on the date hereof, Webster Virginia shall merge with and into SHUSA with SHUSA as the surviving corporation (the “Merger”), and this Third Supplemental Indenture shall be deemed to be executed as of the effective time of such Merger;
WHEREAS, Section 801(1) of the Base Indenture provides that, as a result of the Merger, with respect to each series of Outstanding Securities, SHUSA must expressly assume by supplemental indenture the due and punctual payment of the principal of, any premium and interest on all such Outstanding Securities and the due and punctual performance and observance of every obligation in the Existing Indenture and the Outstanding Securities on the part of Webster Virginia to be performed or observed;
WHEREAS, Section 901(1) of the Base Indenture provides that Webster Virginia and the Trustee may, without the consent of any Holder, enter into a supplemental indenture to evidence the succession of another Person to Webster Virginia, and the assumption by any such successor of the covenants of Webster Virginia contained in the Base Indenture and in the Outstanding Securities;
WHEREAS, Webster Virginia and SHUSA have requested and hereby request that the Trustee join with Webster Virginia and SHUSA in the execution of this Third Supplemental Indenture;
WHEREAS, the execution and delivery of this Third Supplemental Indenture have been duly authorized by Webster Virginia and SHUSA and all conditions and requirements necessary to make this instrument a valid and binding agreement of Webster Virginia and SHUSA in accordance with its terms have been duly performed and complied with;
WHEREAS, concurrently with the execution hereof, pursuant to, and in compliance and accordance with Section 903 of the Base Indenture, Webster Virginia has delivered to the Trustee an Officers’ Certificate and has caused its counsel to deliver to the Trustee an Opinion of Counsel; and
WHEREAS, pursuant to Section 903 of the Base Indenture, the Trustee is authorized to execute and deliver this Third Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, Webster Virginia, SHUSA and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
ARTICLE
1
AMENDMENT OF INDENTURE
Section 1.1 Assumption of Obligations. Pursuant to, and in compliance and accordance with, Section 801 of the Base Indenture, effective upon completion of the Merger, SHUSA shall be the legal successor-in-interest to Webster Virginia with respect to and hereby expressly assumes all of the rights and obligations of Webster Virginia with respect to all of the Notes and under the Existing Indenture and the Notes. Pursuant to, and in compliance and accordance with, Section 802 of the Base Indenture, SHUSA succeeds to and is substituted for, and may exercise every right and power of, Webster Virginia under the Existing Indenture, with the same effect as if SHUSA had originally been named in the Existing Indenture as the Company therein.
ARTICLE
2
MISCELLANEOUS
Section 2.1 Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Existing Indenture.
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Section 2.2 Effect of Supplemental Indenture. This Third Supplemental Indenture is executed as and shall constitute an indenture supplemental to and in implementation of the Existing Indenture. Upon the execution of this Third Supplemental Indenture, the Existing Indenture is thereby modified in accordance therewith, and this Third Supplemental Indenture shall form a part of the Existing Indenture for all purposes. Every Holder of Notes heretofore or hereafter authenticated and delivered under the Existing Indenture shall be bound hereby.
Section 2.3 Confirmation. The Existing Indenture as supplemented and amended by this Third Supplemental Indenture is in all respects ratified and confirmed.
Section 2.4 Trust Indenture Act Controls. If any provision of this Third Supplemental Indenture limits, qualifies or conflicts with another provision that is required to be included in this Third Supplemental Indenture or the Existing Indenture by the Trust Indenture Act of 1939, as amended, as in force at the date that this Third Supplemental Indenture is executed, the provisions required by such Trust Indenture Act shall control.
Section 2.5 GOVERNING LAW. THIS THIRD SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE OR INSTRUMENTS ENTERED INTO AND, IN EACH CASE, PERFORMED IN SAID STATE.
Section 2.6 Counterparts. The parties may sign any number of copies of this Third Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Third Supplemental Indenture and of signature pages by electronic (i.e., “pdf” or “tif”) transmission shall constitute effective execution and delivery of this Third Supplemental Indenture as to the parties hereto and may be used in lieu of the original Third Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by electronic (i.e., “pdf” or “tif”) transmission shall be deemed to be their original signatures for all purposes.
Section 2.7 Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof.
Section 2.8 Successors and Assigns. All covenants and agreements in this Third Supplemental Indenture by Webster Virginia and SHUSA shall bind their successors and assigns, whether so expressed or not.
Section 2.9 Separability Clause. In case any provision in this Third Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Section 2.10 Effectiveness; Operativeness. This Third Supplemental Indenture shall become effective and binding on Webster Virginia and SHUSA, the Trustee and every Holder of the Outstanding Securities heretofore or hereafter authenticated and delivered under the Existing Indenture, upon (1) the execution and delivery by the parties to this Third Supplemental Indenture and (2) the effectiveness of the Merger.
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Section 2.11 Certain Duties and Responsibilities of the Trustee. In entering into this Third Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Existing Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee, whether or not elsewhere herein so provided. The Trustee, for itself and its successor or successors, accepts the terms of the Existing Indenture as supplemented and amended by this Third Supplemental Indenture, and agrees to perform the same, but only upon the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee, which terms and provisions shall in like manner define and limit its liabilities and responsibilities in the performance of the trust created by the Existing Indenture. The Trustee makes no representations as to and shall not be responsible in any manner whatsoever for or in respect of the validity, adequacy or sufficiency of this Third Supplemental Indenture. The recitals and statements in this Third Supplemental Indenture are made by Webster Virginia and SHUSA only and not by the Trustee, and the Trustee assumes no responsibility for their correctness.
Section 2.12 Representations and Warranties.
| (a) | SHUSA represents and warrants that (i) it has all necessary power and authority to execute and deliver this Third Supplemental Indenture and to perform the covenants and obligations of Webster Virginia under the Base Indenture and the Notes, (ii) it is the successor of Webster Virginia pursuant to the Merger effected in accordance with applicable law, (iii) it is a corporation organized and existing under the laws of the Commonwealth of Virginia, and (iv) this Third Supplemental Indenture is executed and delivered pursuant to Section 901(1) and Article Eight of the Base Indenture and does not require the consent of the Holders of the Outstanding Securities. |
| (b) | Webster Virginia represents and warrants that (i) it has all necessary power and authority to execute and deliver this Third Supplemental Indenture; (ii) this Third Supplemental Indenture is executed and delivered pursuant to Section 901(1) and Article Eight of the Base Indenture and does not require consent of the Holders of the Outstanding Securities; and (iii) as of the date of the execution of this Third Supplemental Indenture and after giving effect to the Merger no Event of Default, and no event which, after notice or lapse of time, or both, would become an Event of Default, has occurred and is continuing. |
[Signature pages follow]
4
IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed as of the date first above written.
| ISSUER: | ||
| WEBSTER VIRGINIA CORPORATION | ||
| By: | /s/ Kristy Berner | |
| Name: Kristy Berner | ||
| Title: Chief Legal Officer, General Counsel and Secretary | ||
| SUCCESSOR: | ||
| SANTANDER HOLDINGS USA, INC. | ||
| By: | /s/ Jonathan Watson | |
| Name: Jonathan Watson | ||
| Title: Treasurer and Executive Vice President | ||
| TRUSTEE: | ||
| THE BANK OF NEW YORK MELLON, as Trustee | ||
| By: | /s/ Peggy Guel | |
| Name: Peggy Guel | ||
| Title: As Agent | ||
Exhibit 4.8
WEBSTER FINANCIAL CORPORATION,
as Issuer,
WEBSTER VIRGINIA CORPORATION,
as Successor,
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee
SECOND SUPPLEMENTAL INDENTURE
Dated as of August 20, 2026 to
SUBORDINATED DEBT INDENTURE
Dated as of September 11, 2025
SECOND SUPPLEMENTAL INDENTURE, dated as of August 20, 2026 (this “Second Supplemental Indenture”), by and among Webster Financial Corporation, a Delaware corporation (the “Company”), as issuer, Webster Virginia Corporation, a Virginia corporation (“Webster Virginia”), as successor to the Company (the “Successor”), and U.S. Bank Trust Company, National Association, a national banking association organized under the laws of the United States of America, as trustee (the “Trustee”).
RECITALS
WHEREAS, the Company has previously executed and delivered to the Trustee a Subordinated Debt Indenture, dated as of September 11, 2025 (the “Base Indenture”), as supplemented and amended by the First Supplemental Indenture, dated as of September 11, 2025 (together, the “Existing Indenture”), providing for the issuance of the Company’s 5.784% Fixed Rate Reset Subordinated Notes due 2035 (the “Notes”), which as of the date hereof constitute the only series of Securities issued and Outstanding under the Base Indenture;
WHEREAS, on February 3, 2026, Banco Santander, S.A. (“Santander”), the Company and Webster Virginia entered into a transaction agreement (the “Transaction Agreement”) that, among other things, provides for the merger of the Company with and into Webster Virginia, with Webster Virginia continuing as the surviving corporation in such transaction, and, immediately afterwards, the acquisition by Santander of all outstanding shares of Webster Virginia common stock (collectively, the “HoldCo Transactions”);
WHEREAS, as contemplated in Section 3.07 of the Transaction Agreement, immediately following completion of the HoldCo Transactions, Santander will contribute all outstanding shares of Webster Virginia common stock to Santander Holdings USA, Inc. (“SHUSA”) and, immediately afterwards, Webster Virginia will merge with and into SHUSA with SHUSA continuing as the surviving corporation in such merger transaction, subject to the terms and conditions of a merger agreement between Webster Virginia and SHUSA;
WHEREAS, on the date hereof, the Company shall merge with and into Webster Virginia with Webster Virginia as the surviving corporation (the “Merger”), and this Second Supplemental Indenture shall be deemed to be executed as of the effective time of such Merger;
WHEREAS, Section 8.01(a) of the Base Indenture provides that, as a result of the Merger, with respect to each series of Outstanding Securities, Webster Virginia must expressly assume by supplemental indenture the due and punctual payment of the principal of, any premium and interest on, all such Outstanding Securities and the due and punctual performance and observance of every obligation in the Existing Indenture and the Outstanding Securities on the part of the Company to be performed or observed;
WHEREAS, Section 9.01(a) of the Base Indenture provides that the Company and the Trustee may, without the consent of any Holder, enter into a supplemental indenture to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company contained in the Base Indenture and in the Outstanding Securities;
WHEREAS, the Company and Webster Virginia have requested and hereby request that the Trustee join with the Company and Webster Virginia in the execution of this Second Supplemental Indenture;
WHEREAS, the execution and delivery of this Second Supplemental Indenture have been duly authorized by the Company and Webster Virginia and all conditions and requirements necessary to make this instrument a valid and binding agreement of the Company and Webster Virginia in accordance with its terms have been duly performed and complied with;
WHEREAS, concurrently with the execution hereof, the Company has delivered to the Trustee an Officers’ Certificate and has caused its counsel to deliver to the Trustee an Opinion of Counsel; and
WHEREAS, pursuant to Section 9.03 of the Base Indenture, the Trustee is authorized to execute and deliver this Second Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which are hereby acknowledged, the Company, Webster Virginia and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
ARTICLE
1
AMENDMENT OF INDENTURE
Section 1.1 Assumption of Obligations. Pursuant to, and in compliance and accordance with, Section 8.01 of the Base Indenture, effective upon completion of the Merger, Webster Virginia shall be the legal successor-in-interest to the Company with respect to and hereby expressly assumes all of the rights and obligations of the Company with respect to all of the Notes and under the Existing Indenture and the Notes. Pursuant to, and in compliance and accordance with, Section 8.02 of the Base Indenture, Webster Virginia succeeds to and is substituted for, and may exercise every right and power of, the Company under the Existing Indenture, with the same effect as if Webster Virginia had originally been named in the Existing Indenture as the Company therein.
ARTICLE
2
MISCELLANEOUS
Section 2.1 Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Existing Indenture.
Section 2.2 Effect of Supplemental Indenture. This Second Supplemental Indenture is executed as and shall constitute an indenture supplemental to and in implementation of the Existing Indenture. Upon the execution of this Second Supplemental Indenture, the Existing Indenture is thereby modified in accordance therewith, and this Second Supplemental Indenture shall form a part of the Existing Indenture for all purposes. Every Holder of Notes heretofore or hereafter authenticated and delivered under the Existing Indenture shall be bound hereby.
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Section 2.3 Confirmation. The Existing Indenture as supplemented and amended by this Second Supplemental Indenture is in all respects ratified and confirmed.
Section 2.4 Trust Indenture Act Controls. If any provision of this Second Supplemental Indenture limits, qualifies or conflicts with another provision that is required to be included in this Second Supplemental Indenture or the Existing Indenture by the Trust Indenture Act of 1939, as amended, as in force at the date that this Second Supplemental Indenture is executed, the provisions required by such Trust Indenture Act shall control.
Section 2.5 GOVERNING LAW. THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE OR INSTRUMENTS ENTERED INTO AND, IN EACH CASE, PERFORMED IN SAID STATE.
Section 2.6 Counterparts. The parties may sign any number of copies of this Second Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Second Supplemental Indenture and of signature pages by electronic (i.e., “pdf” or “tif”) transmission shall constitute effective execution and delivery of this Second Supplemental Indenture as to the parties hereto and may be used in lieu of the original Second Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by electronic (i.e., “pdf” or “tif”) transmission shall be deemed to be their original signatures for all purpose.
Section 2.7 Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof.
Section 2.8 Successors and Assigns. All covenants and agreements in this Second Supplemental Indenture by the Company and Webster Virginia shall bind their successors and assigns, whether so expressed or not.
Section 2.9 Separability Clause. In case any provision in this Second Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Section 2.10 Effectiveness; Operativeness. This Second Supplemental Indenture shall become effective and binding on the Company, Webster Virginia, the Trustee and every Holder of the Outstanding Securities heretofore or hereafter authenticated and delivered under the Existing Indenture, upon (1) the execution and delivery by the parties to this Second Supplemental Indenture and (2) the effectiveness of the Merger.
Section 2.11 Certain Duties and Responsibilities of the Trustee. In entering into this Second Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Existing Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee, whether or not elsewhere herein so provided. The Trustee, for itself and its successor or successors, accepts the terms of the Existing Indenture as supplemented and amended by this Second Supplemental Indenture, and agrees to perform the same, but only upon the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee, which terms and provisions shall in like manner define and limit its liabilities and responsibilities in the
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performance of the trust created by the Existing Indenture. The Trustee makes no representations as to and shall not be responsible in any manner whatsoever for or in respect of the validity, adequacy or sufficiency of this Second Supplemental Indenture. The recitals and statements in this Second Supplemental Indenture are made by the Company and Webster Virginia only and not by the Trustee, and the Trustee assumes no responsibility for their correctness.
Section 2.12 Representations and Warranties.
| (a) | Webster Virginia represents and warrants that (i) it has all necessary power and authority to execute and deliver this Second Supplemental Indenture and to perform the covenants and obligations of the Company under the Base Indenture and the Notes, (ii) it is the successor of the Company pursuant to the Merger effected in accordance with applicable law, (iii) it is a corporation organized and existing under the laws of the Commonwealth of Virginia, and (iv) this Second Supplemental Indenture is executed and delivered pursuant to Section 9.01(a) and Article Eight of the Base Indenture and does not require the consent of the Holders of the Outstanding Securities. |
| (b) | The Company represents and warrants that (i) it has all necessary power and authority to execute and deliver this Second Supplemental Indenture; (ii) this Second Supplemental Indenture is executed and delivered pursuant to Section 9.01(a) and Article Eight of the Base Indenture and does not require consent of the Holders of the Outstanding Securities; and (iii) as of the date of the execution of this Second Supplemental Indenture and after giving effect to the Merger no Event of Default, and no event which, after notice or lapse of time, or both, would become an Event of Default, has occurred and is continuing. |
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IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the date first above written.
| ISSUER: | ||
| WEBSTER FINANCIAL CORPORATION | ||
| By: | /s/ Neal Holland | |
| Name: Neal Holland | ||
| Title: Senior Executive Vice President and Chief Financial Officer | ||
| SUCCESSOR: | ||
| WEBSTER VIRGINIA CORPORATION | ||
| By: | /s/ Kristy Berner | |
| Name: Kristy Berner | ||
| Title: Chief Legal Officer, General Counsel and Secretary | ||
| TRUSTEE: | ||
| U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee | ||
| By: | /s/ Laurel Casasanta | |
| Name: Laurel Casasanta | ||
| Title: Vice President | ||
Exhibit 4.9
WEBSTER VIRGINIA CORPORATION,
as Issuer,
SANTANDER HOLDINGS USA, INC.,
as Successor,
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee
THIRD SUPPLEMENTAL INDENTURE
Dated as of August 20, 2026 to
SUBORDINATED DEBT INDENTURE
Dated as of September 11, 2025
THIRD SUPPLEMENTAL INDENTURE, dated as of August 20, 2026 (this “Third Supplemental Indenture”), by and among Webster Virginia Corporation, a Virginia corporation (“Webster Virginia”), as successor-in-interest to Webster Financial Corporation, a Delaware corporation (the “Company”), as issuer, and Santander Holdings USA, Inc., a Virginia corporation (“SHUSA” or “Successor”), as successor-in-interest to Webster Virginia, and U.S. Bank Trust Company, National Association, a national banking association organized under the laws of the United States of America, as trustee (the “Trustee”).
RECITALS
WHEREAS, the Company has previously executed and delivered to the Trustee a Subordinated Debt Indenture, dated as of September 11, 2025 (the “Base Indenture”), as supplemented and amended by (i) the First Supplemental Indenture, dated as of September 11, 2025, providing for the issuance of the Company’s 5.784% Fixed Rate Reset Subordinated Notes due 2035 (the “Notes”), which as of the date hereof constitute the only series of Securities issued and Outstanding under the Base Indenture and (ii) the Second Supplemental Indenture, dated as of the date hereof, providing for the assumption of all of the rights and obligations of the Company with respect to all of the Notes by Webster Virginia in connection with the Transactions (as defined below) (collectively, the “Existing Indenture”);
WHEREAS, on February 3, 2026, Banco Santander, S.A. (“Santander”), the Company and Webster Virginia entered into a transaction agreement (the “Transaction Agreement”) that, among other things, provides for the merger of the Company with and into Webster Virginia, with Webster Virginia continuing as the surviving corporation in such transaction, and, immediately afterwards, the acquisition by Santander of all outstanding shares of Webster Virginia common stock (collectively, the “HoldCo Transactions”);
WHEREAS, as contemplated in Section 3.07 of the Transaction Agreement, immediately following completion of the HoldCo Transactions, Santander will contribute all outstanding shares of Webster Virginia common stock to SHUSA (the “Contribution”) and, immediately afterwards, Webster Virginia will merge with and into SHUSA with SHUSA continuing as the surviving corporation in such merger transaction, subject to the terms and conditions of a merger agreement between Webster Virginia and SHUSA (together with the Contribution and the HoldCo Transactions, the “Transactions”);
WHEREAS, on the date hereof, Webster Virginia shall merge with and into SHUSA with SHUSA as the surviving corporation (the “Merger”), and this Third Supplemental Indenture shall be deemed to be executed as of the effective time of such Merger;
WHEREAS, Section 8.01(a) of the Base Indenture provides that, as a result of the Merger, with respect to each series of Outstanding Securities, SHUSA must expressly assume by supplemental indenture the due and punctual payment of the principal of, any premium and interest on, all such Outstanding Securities and the due and punctual performance and observance of every obligation in the Existing Indenture and the Outstanding Securities on the part of Webster Virginia to be performed or observed;
WHEREAS, Section 9.01(a) of the Base Indenture provides that Webster Virginia and the Trustee may, without the consent of any Holder, enter into a supplemental indenture to evidence the succession of another Person to Webster Virginia, and the assumption by any such successor of the covenants of Webster Virginia contained in the Base Indenture and in the Outstanding Securities;
WHEREAS, Webster Virginia and SHUSA have requested and hereby request that the Trustee join with Webster Virginia and SHUSA in the execution of this Third Supplemental Indenture;
WHEREAS, the execution and delivery of this Third Supplemental Indenture have been duly authorized by Webster Virginia and SHUSA and all conditions and requirements necessary to make this instrument a valid and binding agreement of Webster Virginia and SHUSA in accordance with its terms have been duly performed and complied with;
WHEREAS, concurrently with the execution hereof, Webster Virginia has delivered to the Trustee an Officers’ Certificate and has caused its counsel to deliver to the Trustee an Opinion of Counsel; and
WHEREAS, pursuant to Section 9.03 of the Base Indenture, the Trustee is authorized to execute and deliver this Third Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which are hereby acknowledged, Webster Virginia, SHUSA and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
ARTICLE
1
AMENDMENT OF INDENTURE
Section 1.1 Assumption of Obligations. Pursuant to, and in compliance and accordance with, Section 8.01 of the Base Indenture, effective upon completion of the Merger, SHUSA shall be the legal successor-in-interest to Webster Virginia with respect to and hereby expressly assumes all of the rights and obligations of Webster Virginia with respect to all of the Notes and under the Existing Indenture and the Notes. Pursuant to, and in compliance and accordance with, Section 8.02 of the Base Indenture, SHUSA succeeds to and is substituted for, and may exercise every right and power of, Webster Virginia under the Existing Indenture, with the same effect as if SHUSA had originally been named in the Existing Indenture as the Company therein.
Section 1.2 Notice Address for SHUSA. Effective upon completion of the Merger, the opening paragraph of the Base Indenture is hereby modified by substituting the principal executive address of the Company with that for SHUSA of Santander Holdings USA, Inc., Treasury Department, 75 State Street, Boston, MA 02109.
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ARTICLE
2
MISCELLANEOUS
Section 2.1 Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Existing Indenture.
Section 2.2 Effect of Supplemental Indenture. This Third Supplemental Indenture is executed as and shall constitute an indenture supplemental to and in implementation of the Existing Indenture. Upon the execution of this Third Supplemental Indenture, the Existing Indenture is thereby modified in accordance therewith, and this Third Supplemental Indenture shall form a part of the Existing Indenture for all purposes. Every Holder of Notes heretofore or hereafter authenticated and delivered under the Existing Indenture shall be bound hereby.
Section 2.3 Confirmation. The Existing Indenture as supplemented and amended by this Third Supplemental Indenture is in all respects ratified and confirmed.
Section 2.4 Trust Indenture Act Controls. If any provision of this Third Supplemental Indenture limits, qualifies or conflicts with another provision that is required to be included in this Third Supplemental Indenture or the Existing Indenture by the Trust Indenture Act of 1939, as amended, as in force at the date that this Third Supplemental Indenture is executed, the provisions required by such Trust Indenture Act shall control.
Section 2.5 GOVERNING LAW. THIS THIRD SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE OR INSTRUMENTS ENTERED INTO AND, IN EACH CASE, PERFORMED IN SAID STATE.
Section 2.6 Counterparts. The parties may sign any number of copies of this Third Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Third Supplemental Indenture and of signature pages by electronic (i.e., “pdf” or “tif”) transmission shall constitute effective execution and delivery of this Third Supplemental Indenture as to the parties hereto and may be used in lieu of the original Third Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by electronic (i.e., “pdf” or “tif”) transmission shall be deemed to be their original signatures for all purposes.
Section 2.7 Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof.
Section 2.8 Successors and Assigns. All covenants and agreements in this Third Supplemental Indenture by Webster Virginia and SHUSA shall bind their successors and assigns, whether so expressed or not.
Section 2.9 Separability Clause. In case any provision in this Third Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
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Section 2.10 Effectiveness; Operativeness. This Third Supplemental Indenture shall become effective and binding on Webster Virginia and SHUSA, the Trustee and every Holder of the Outstanding Securities heretofore or hereafter authenticated and delivered under the Existing Indenture, upon (1) the execution and delivery by the parties to this Third Supplemental Indenture and (2) the effectiveness of the Merger.
Section 2.11 Certain Duties and Responsibilities of the Trustee. In entering into this Third Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Existing Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee, whether or not elsewhere herein so provided. The Trustee, for itself and its successor or successors, accepts the terms of the Existing Indenture as supplemented and amended by this Third Supplemental Indenture, and agrees to perform the same, but only upon the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee, which terms and provisions shall in like manner define and limit its liabilities and responsibilities in the performance of the trust created by the Existing Indenture. The Trustee makes no representations as to and shall not be responsible in any manner whatsoever for or in respect of the validity, adequacy or sufficiency of this Third Supplemental Indenture. The recitals and statements in this Third Supplemental Indenture are made by Webster Virginia and SHUSA only and not by the Trustee, and the Trustee assumes no responsibility for their correctness.
Section 2.12 Representations and Warranties.
| (a) | SHUSA represents and warrants that (i) it has all necessary power and authority to execute and deliver this Third Supplemental Indenture and to perform the covenants and obligations of Webster Virginia under the Base Indenture and the Notes, (ii) it is the successor of Webster Virginia pursuant to the Merger effected in accordance with applicable law, (iii) it is a corporation organized and existing under the laws of the Commonwealth of Virginia, and (iv) this Third Supplemental Indenture is executed and delivered pursuant to Section 9.01(a) and Article Eight of the Base Indenture and does not require the consent of the Holders of the Outstanding Securities. |
| (b) | Webster Virginia represents and warrants that (i) it has all necessary power and authority to execute and deliver this Third Supplemental Indenture; (ii) this Third Supplemental Indenture is executed and delivered pursuant to Section 9.01(a) and Article Eight of the Base Indenture and does not require consent of the Holders of the Outstanding Securities; and (iii) as of the date of the execution of this Third Supplemental Indenture and after giving effect to the Merger no Event of Default, and no event which, after notice or lapse of time, or both, would become an Event of Default, has occurred and is continuing. |
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IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed as of the date first above written.
| ISSUER: | ||
| WEBSTER VIRGINIA CORPORATION | ||
| By: | /s/ Kristy Berner | |
| Name: Kristy Berner | ||
| Title: Chief Legal Officer, General Counsel and Secretary | ||
| SUCCESSOR: | ||
| SANTANDER HOLDINGS USA, INC. | ||
| By: | /s/ Jonathan Watson | |
| Name: Jonathan Watson | ||
| Title: Treasurer and Executive Vice President | ||
| TRUSTEE: | ||
| U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee | ||
| By: | /s/ Laurel Casasanta | |
| Name: Laurel Casasanta | ||
| Title: Vice President | ||
Exhibit 4.12
FIRST SUPPLEMENTAL INDENTURE
THIS FIRST SUPPLEMENTAL INDENTURE dated as of August 20, 2026 is by and among U.S. Bank Trust Company, National Association, a national banking association, successor-in-interest to U.S. Bank National Association (herein, together with its successors in interest, the “Trustee”), Webster Financial Corporation, a Delaware corporation (herein called the “Company”), and Webster Virginia Corporation, a Virginia corporation (herein called “Successor Company”).
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the Trustee, the Company, and the Successor Company hereby agree as follows:
PRELIMINARY STATEMENTS
The Trustee and the Company are parties to that certain Indenture dated as of September 17, 2003 (the “Indenture”), pursuant to which the Company issued U.S. $77,320,000 of its Floating Rate Junior Subordinated Deferrable Interest Debentures (the “Debentures”).
As permitted by the terms of the Indenture, the Company, simultaneously with the effectiveness of this First Supplemental Indenture, shall merge (referred to herein and for purposes of Article IX of the Indenture as the “Merger”) with and into Successor Company, with the Successor Company as the surviving corporation. The parties hereto are entering into this First Supplemental Indenture pursuant to, and in accordance with, Section 9.1(a) of the Indenture.
Section 1. Definitions. All capitalized terms used herein which are defined in the Indenture, either directly or by reference therein, shall have the respective meanings assigned to them in the Indenture except as otherwise provided herein or unless the context otherwise requires.
Section 2. Interpretation.
| (a) | In this First Supplemental Indenture, unless a clear contrary intention appears: |
| (i) | the singular number includes the plural number and vice versa; |
| (ii) | reference to any gender includes the other gender; |
| (iii) | the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this First Supplemental Indenture as a whole and not to any particular Section or other subdivision; |
| (iv) | reference to any person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this First Supplemental Indenture or the Indenture, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually; provided that nothing in this clause (iv) is intended to authorize any assignment not otherwise permitted by this First Supplemental Indenture or the Indenture; |
| (v) | reference to any agreement, document or instrument means such agreement, document or instrument as amended, supplemented or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof, as well as any substitution or replacement therefor and reference to any note includes modifications thereof and any note issued in extension or renewal thereof or in substitution or replacement therefor; |
| (vi) | reference to any Section means such Section of this First Supplemental Indenture; and |
| (vii) | the word “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term. |
| (b) | No provision in this First Supplemental Indenture shall be interpreted or construed against any Person because that Person or its legal representative drafted such provision. |
Section 3. Assumption of Obligations.
| (a) | Pursuant to, and in compliance and accordance with, Section 11.1 of the Indenture, the Successor Company hereby expressly assumes the due and punctual payment of the principal of (and premium, if any) and interest on, all of the Debentures in accordance with their terms, and the due and punctual performance and observance of all the covenants and conditions to be kept or performed by the Company under the Indenture, all as if the Successor Company were the Company thereunder. |
| (b) | Pursuant to, and in compliance and accordance with, Section 11.2 of the Indenture, the Successor Company succeeds to, is substituted for the Company under the Indenture with the same effect as if the Successor Company had originally been named in the Indenture as the Company. |
| (c) | The Successor Company also succeeds to, is substituted for, and may exercise every right and power of, the Company under the Amended and Restated Declaration of Trust of the Trust, dated as of September 17, 2003 (the “Trust Agreement”), as Depositor (as defined in the Trust Agreement), with the same effect as if the Successor Company had originally been named in the Trust Agreement. |
| (d) | The Successor Company also succeeds to, and is substituted for, and may exercise every right and power of, the Company under the Guarantee Agreement, dated as of September 17, 2003 (the “Guarantee Agreement”), as Guarantor (as defined in the Guarantee Agreement), with the same effect as if the Successor Company had originally been named in the Guarantee Agreement. |
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Section 4. Representations and Warranties. The Successor Company represents and warrants that (a) it has all necessary power and authority to execute and deliver this First Supplemental Indenture and to perform the covenants and obligations of the Indenture, (b) it is the successor of the Company pursuant to a valid merger effected in accordance with applicable law, (c) it is a corporation organized and existing under the laws of the State of Virginia, (d) both immediately before and after giving effect to this First Supplemental Indenture, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and is continuing and (e) this First Supplemental Indenture is executed and delivered pursuant to Section 9.01 of the Indenture and does not require the consent of the Securityholders.
Section 5. Conditions of Effectiveness. This First Supplemental Indenture shall become effective simultaneously with the effectiveness of the Merger, provided, however, that:
| (a) | The Trustee shall have executed a counterpart of this First Supplemental Indenture and shall have received a counterpart of this First Supplemental Indenture executed by the Company and the Successor Company. |
| (b) | The Trustee shall have received an Officers’ Certificate substantially in the form attached hereto as Exhibit A. |
| (c) | The Trustee shall have received an Opinion of Counsel substantially in the form attached hereto as Exhibit B. |
| (d) | The Successor Company and the Company shall have duly executed and filed with the Secretary of State of the State of Virginia Articles of Merger in connection with the Merger. |
Section 6. Reference to the Indenture.
| (a) | Upon the effectiveness of this First Supplemental Indenture, each reference in the Indenture to “this Indenture,” “hereunder,” “herein” or words of like import shall mean and be a reference to the Indenture, as amended and supplemented hereby. |
| (b) | Upon the effectiveness of this First Supplemental Indenture, each reference in the Debentures to the Indenture, including each term defined by reference to the Indenture, shall mean and be a reference to the Indenture or such term, as the case may be, as amended and supplemented hereby. |
| (c) | The Indenture, as amended and supplemented hereby, shall remain in full force and effect and is hereby ratified and confirmed. |
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Section 7. Addresses for Notices. All notices or other communications to be addressed to the Company as contemplated by Section 14.4 of the Indenture shall be addressed to the Successor Company as follows:
| Webster Financial Corporation | |
| 200 Elm Street | |
| Stamford, Connecticut 06902 | |
| Attention: | John Ciulla |
| Kristy Berner | |
| Email: | [email protected] |
| [email protected] | |
Section 8. Execution in Counterparts. This First Supplemental Indenture may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which when taken together shall constitute but one and the same instrument.
Section 9. Governing Law; Binding Effect. This First Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York and shall be binding upon the parties hereto and their respective successors and assigns.
Section 10. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this First Supplemental Indenture or the due execution thereof by the Company or the Successor Company. The recitals of fact contained herein shall be taken as the statements solely of the Company or the Successor Company, and the Trustee assumes no responsibility for the correctness thereof.
[Signatures on following page]
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IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed and effective as of the day and year first written above, by their respective officers thereunto duly authorized.
| U. S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, AS TRUSTEE | |||
| By: | /s/ Steven J. Gomes | ||
| Name: | Steven J. Gomes | ||
| Title: | Vice President | ||
| WEBSTER FINANCIAL CORPORATION, AS COMPANY | |||
| By: | /s/ Neal Holland | ||
| Name: | Neal Holland | ||
| Title: | Senior Executive Vice President and Chief Financial Officer | ||
| WEST VIRGINIA CORPORATION, AS SUCCESSOR COMPANY | |||
| By: | /s/ Kristy Berner | ||
| Name: | Kristy Berner | ||
| Title: | Chief Legal Officer, General Counsel and Secretary | ||
EXHIBIT A
Webster Financial Corporation
Officers’ Certificate
August 20, 2026
Reference is hereby made to (i) that certain Indenture, dated as of September 17, 2003 (the “Indenture”), by and between Webster Financial Corporation, a Delaware corporation (“Webster” or the “Company”), and U.S. Bank Trust Company, National Association, a national banking association organized under the laws of the United States of America, successor in interest to U.S. Bank National Association, as trustee (herein, together with its successors in interest, the “Trustee”), providing for the issuance of the Webster’s Floating Rate Junior Subordinated Deferrable Interest Debentures due 2033 (the “Notes”) and (ii) that certain First Supplemental Indenture, dated as of the date hereof (the “Supplemental Indenture”), by and between Webster, Webster Virginia Corporation (“Webster Virginia”), and the Trustee, related to the Indenture.
This Officers’ Certificate is hereby delivered to the Trustee pursuant to Sections 9.1(a), 9.5, 11.1, 11.2 and 14.6 of the Indenture in connection with the merger of the Company with and into Webster Virginia (the “Merger”) and the execution of the Supplemental Indenture.
In connection therewith, each of the undersigned does hereby certify in their capacity as an Officer of the Company that:
(A) I am an Officer authorized to deliver this Officers’ Certificate;
(B) I have read all of the covenants and conditions contained in the Indenture, including the definitions relating thereto, relating to the Merger and the execution and delivery of the Supplemental Indenture;
(C) I have examined the Indenture, the Notes, the Supplemental Indenture, and such other documents, agreements, instruments and corporate records as I considered necessary or appropriate with respect to the matters covered in this certificate;
(D) I have made such examination or investigation as is necessary, in my opinion, to enable me to express an informed opinion as to whether or not such covenants and conditions have been complied with;
(E) I am of the opinion that (i) the Merger is permitted and all covenants and conditions (including all conditions precedent) provided for in the Indenture relating to the Merger have been complied with and (ii) the execution of the Supplemental Indenture is authorized or permitted by the Indenture and all covenants and conditions (including all conditions precedent) provided for in the Indenture relating to the execution and delivery of the Supplemental Indenture have been complied with; and
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(F) Attached as Exhibit A hereto is a copy of resolutions of the Board of Directors of the Company relating to the execution and delivery of the Supplemental Indenture, which are in full force and effect as of the date hereof.
Terms defined in the Indenture or the Supplemental Indenture, as applicable, and not otherwise defined herein are used herein as defined in the Indenture and the Supplemental Indenture, as applicable.
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IN WITNESS WHEREOF, each of the undersigned has hereunto signed his or her name as of the date first written above.
| WEBSTER FINANCIAL CORPORATION | |||
| By: | |||
| Name: | Neal Holland | ||
| Title: | Senior Executive Vice President and Chief Financial Officer | ||
| By: | |||
| Name: | Branko Djapic | ||
| Title: | Treasurer and Chief Investment Officer | ||
EXHIBIT B
[Exhibit intentionally omitted]
Exhibit 4.13
SeCOND SUPPLEMENTAL INDENTURE
THIS SECOND SUPPLEMENTAL INDENTURE dated as of August 20, 2026 is by and among U.S. Bank Trust Company, National Association, a national banking association, successor-in-interest to U.S. Bank National Association (herein, together with its successors in interest, the “Trustee”), Webster Virginia Corporation, a Virginia corporation (herein called the “Company”), and Santander Holdings USA, Inc., a Virginia corporation (herein called “Successor Company”).
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the Trustee, the Company, and the Successor Company hereby agree as follows:
PRELIMINARY STATEMENTS
The Trustee and the Company are parties to that certain Indenture dated as of September 17, 2003 (the “Indenture”), pursuant to which the Company issued U.S. $77,320,000 of its Floating Rate Junior Subordinated Deferrable Interest Debentures (the “Debentures”).
As permitted by the terms of the Indenture, the Company, simultaneously with the effectiveness of this Second Supplemental Indenture, shall merge (referred to herein and for purposes of Article IX of the Indenture as the “Merger”) with and into Successor Company, with the Successor Company as the surviving corporation. The parties hereto are entering into this Second Supplemental Indenture pursuant to, and in accordance with, Section 9.1(a) of the Indenture.
Section 1. Definitions. All capitalized terms used herein which are defined in the Indenture, either directly or by reference therein, shall have the respective meanings assigned to them in the Indenture except as otherwise provided herein or unless the context otherwise requires.
Section 2. Interpretation.
| (a) | In this Second Supplemental Indenture, unless a clear contrary intention appears: |
| (i) | the singular number includes the plural number and vice versa; |
| (ii) | reference to any gender includes the other gender; |
| (iii) | the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Second Supplemental Indenture as a whole and not to any particular Section or other subdivision; |
| (iv) | reference to any person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Second Supplemental Indenture or the Indenture, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually; provided that nothing in this clause (iv) is intended to authorize any assignment not otherwise permitted by this Second Supplemental Indenture or the Indenture; |
| (v) | reference to any agreement, document or instrument means such agreement, document or instrument as amended, supplemented or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof, as well as any substitution or replacement therefor and reference to any note includes modifications thereof and any note issued in extension or renewal thereof or in substitution or replacement therefor; |
| (vi) | reference to any Section means such Section of this Second Supplemental Indenture; and |
| (vii) | the word “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term. |
| (b) | No provision in this Second Supplemental Indenture shall be interpreted or construed against any Person because that Person or its legal representative drafted such provision. |
Section 3. Assumption of Obligations.
| (a) | Pursuant to, and in compliance and accordance with, Section 11.1 of the Indenture, the Successor Company hereby expressly assumes the due and punctual payment of the principal of (and premium, if any) and interest on, all of the Debentures in accordance with their terms, and the due and punctual performance and observance of all the covenants and conditions to be kept or performed by the Company under the Indenture, all as if the Successor Company were the Company thereunder. |
| (b) | Pursuant to, and in compliance and accordance with, Section 11.2 of the Indenture, the Successor Company succeeds to, is substituted for the Company under the Indenture with the same effect as if the Successor Company had originally been named in the Indenture as the Company. |
| (c) | The Successor Company also succeeds to, is substituted for, and may exercise every right and power of, the Company under the Amended and Restated Declaration of Trust of the Trust, dated as of September 17, 2003 (the “Trust Agreement”), as Depositor (as defined in the Trust Agreement), with the same effect as if the Successor Company had originally been named in the Trust Agreement. |
| (d) | The Successor Company also succeeds to, and is substituted for, and may exercise every right and power of, the Company under the Guarantee Agreement, dated as of September 17, 2003 (the “Guarantee Agreement”), as Guarantor (as defined in the Guarantee Agreement), with the same effect as if the Successor Company had originally been named in the Guarantee Agreement. |
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Section 4. Representations and Warranties. The Successor Company represents and warrants that (a) it has all necessary power and authority to execute and deliver this Second Supplemental Indenture and to perform the covenants and obligations of the Indenture, (b) it is the successor of the Company pursuant to a valid merger effected in accordance with applicable law, (c) it is a corporation organized and existing under the laws of the State of Virginia, (d) both immediately before and after giving effect to this Second Supplemental Indenture, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and is continuing and (e) this Second Supplemental Indenture is executed and delivered pursuant to Section 9.01 of the Indenture and does not require the consent of the Securityholders.
Section 5. Conditions of Effectiveness. This Second Supplemental Indenture shall become effective simultaneously with the effectiveness of the Merger; provided, however, that:
| (a) | The Trustee shall have executed a counterpart of this Second Supplemental Indenture and shall have received a counterpart of this Second Supplemental Indenture executed by the Company and the Successor Company. |
| (b) | The Trustee shall have received an Officers’ Certificate substantially in the form attached hereto as Exhibit A. |
| (c) | The Trustee shall have received an Opinion of Counsel substantially in the form attached hereto as Exhibit B. |
| (d) | The Successor Company and the Company shall have duly executed and filed with the Secretary of State of the State of Virginia Articles of Merger in connection with the Merger. |
Section 6. Reference to the Indenture.
| (a) | Upon the effectiveness of this Second Supplemental Indenture, each reference in the Indenture to “this Indenture,” “hereunder,” “herein” or words of like import shall mean and be a reference to the Indenture, as amended and supplemented hereby. |
| (b) | Upon the effectiveness of this Second Supplemental Indenture, each reference in the Debentures to the Indenture, including each term defined by reference to the Indenture, shall mean and be a reference to the Indenture or such term, as the case may be, as amended and supplemented hereby. |
| (c) | The Indenture, as amended and supplemented hereby, shall remain in full force and effect and is hereby ratified and confirmed. |
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Section 7. Addresses for Notices. All notices or other communications to be addressed to the Company as contemplated by Section 14.4 of the Indenture shall be addressed to the Successor Company as follows:
| Webster Financial Corporation | |
| 200 Elm Street | |
| Stamford, Connecticut 06902 | |
| Attention: | John Ciulla |
| Kristy Berner | |
| Email: | [email protected] |
| [email protected] | |
Section 8. Execution in Counterparts. This Second Supplemental Indenture may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which when taken together shall constitute but one and the same instrument.
Section 9. Governing Law; Binding Effect. This Second Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York and shall be binding upon the parties hereto and their respective successors and assigns.
Section 10. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Second Supplemental Indenture or the due execution thereof by the Company or the Successor Company. The recitals of fact contained herein shall be taken as the statements solely of the Company or the Successor Company, and the Trustee assumes no responsibility for the correctness thereof.
[Signature pages follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed and effective as of the day and year first written above, by their respective officers thereunto duly authorized.
| U. S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, AS TRUSTEE | |||
| By: | /s/ Steven J. Gomes | ||
| Name: | Steven J. Gomes | ||
| Title: | Vice President | ||
| WEBSTER VIRGINIA CORPORATION AS COMPANY | |||
| By: | /s/ Kristy Berner | ||
| Name: | Kristy Berner | ||
| Title: | Chief Legal Officer, General Counsel and Secretary | ||
| SANTANDER HOLDINGS USA, INC. AS SUCCESSOR COMPANY | |||
| By: | /s/ Jonathan Watson | ||
| Name: | Jonathan Watson | ||
| Title: | Treasurer and Executive Vice President | ||
EXHIBIT A
Webster VIRGINIA Corporation
Officers’ Certificate
August 20, 2026
Reference is hereby made to (i) that certain Indenture, dated as of September 17, 2003 (as supplemented and amended by that certain First Supplemental Indenture, dated as of the date hereof, the “Indenture”), by and between Webster Financial Corporation, a Delaware corporation (“Webster” or the “Company”), and U.S. Bank Trust Company, National Association, a national banking association organized under the laws of the United States of America, successor in interest to U.S. Bank National Association, as trustee (herein, together with its successors in interest, the “Trustee”), providing for the issuance of the Webster’s Floating Rate Junior Subordinated Deferrable Interest Debentures due 2033 (the “Notes”) and (ii) that certain Second Supplemental Indenture, dated as of the date hereof (the “Supplemental Indenture”), by and between Webster Virginia Corporation (“Webster Virginia”), Santander Holdings USA, Inc. (“SHUSA”) and the Trustee, related to the Indenture.
This Officers’ Certificate is hereby delivered to the Trustee pursuant to Sections 9.1(a), 9.5, 11.1, 11.2 and 14.6 of the Indenture in connection with the merger of Webster Virginia with and into SHUSA (the “Merger”) and the execution of the Supplemental Indenture.
In connection therewith, each of the undersigned does hereby certify in their capacity as an Officer of the Company that:
(A) I am an Officer authorized to deliver this Officers’ Certificate;
(B) I have read all of the covenants and conditions contained in the Indenture, including the definitions relating thereto, relating to the Merger and the execution and delivery of the Supplemental Indenture;
(C) I have examined the Indenture, the Notes, the Supplemental Indenture, and such other documents, agreements, instruments and corporate records as I considered necessary or appropriate with respect to the matters covered in this certificate;
(D) I have made such examination or investigation as is necessary, in my opinion, to enable me to express an informed opinion as to whether or not such covenants and conditions have been complied with;
(E) I am of the opinion that (i) the Merger is permitted and all covenants and conditions (including all conditions precedent) provided for in the Indenture relating to the Merger have been complied with and (ii) the execution of the Supplemental Indenture is authorized or permitted by the Indenture and all covenants and conditions (including all conditions precedent) provided for in the Indenture relating to the execution and delivery of the Supplemental Indenture have been complied with; and
(F) Attached as Exhibit A hereto is a copy of resolutions of the Board of Directors of Webster Virginia relating to the execution and delivery of the Supplemental Indenture, which are in full force and effect as of the date hereof.
Terms defined in the Indenture or the Supplemental Indenture, as applicable, and not otherwise defined herein are used herein as defined in the Indenture and the Supplemental Indenture, as applicable.
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IN WITNESS WHEREOF, each of the undersigned has hereunto signed his or her name as of the date first written above.
| WEBSTER VIRGINIA CORPORATION | ||
| By: | ||
| Name: | Kristy Berner | |
| Title: | Chief Legal Officer, General Counsel and Secretary | |
| By: | ||
| Name: | Luis Massiani | |
| Title: | Chief Executive Officer, President and Treasurer |
EXHIBIT B
[Exhibit intentionally omitted]
Exhibit 99.1
Santander Expands U.S. Presence with Completion of Webster Acquisition
| · | The combination of Santander’s and Webster’s highly complementary businesses creates a leading retail and commercial bank in the United States with an expanded presence in the Northeast. |
| · | Building on its decades-long commitment to the United States, this transaction demonstrates the significance of the U.S. market to Santander’s growth strategy. |
| · | The transaction expands Santander’s scale and capabilities in the United States, growing its customer base to nearly eight million customers nationally and supporting its efforts to achieve around 18% return on tangible equity (RoTE) in the United States by 2028. |
| · | For now, most everyday banking experiences will remain unchanged for Santander Bank and Webster Bank customers. Accounts and products can continue to be accessed and used exactly as they are today. Customers of both banks will benefit from expanded ATM access without any fees. |
BOSTON – August 20, 2026 – Santander Holdings USA, Inc. (“Santander US”), the intermediate holding company for Banco Santander, S.A. (“Santander”) in the United States, today announced that, through a series of transactions, it has completed the acquisition of Webster Financial Corporation (“Webster”), the holding company for Webster Bank, N.A. (“Webster Bank”). Building on Santander’s decades-long commitment to the United States, the combined organization brings together two highly complementary businesses. The transaction was first announced in February 2026 and has been completed following the receipt of required shareholder and regulatory approvals and the satisfaction of other customary closing conditions under the terms previously announced.
The acquisition marks a significant milestone in Santander’s growth strategy in the United States and creates a leading U.S. retail and commercial bank by assets. Over the long term, with expanded scale and capabilities, customers will benefit from a broader branch and service footprint, enhanced digital and product offerings, and continued local relationship-based service. The enhancements to its Retail and Commercial segments will also help round out Santander’s diverse business model in the United States, including its Auto, Wealth and Corporate and Investment Banking franchises.
“This is a pivotal moment in Santander’s long journey in the United States that underscores our confidence in the strength and opportunity in the U.S. market,” said Christiana Riley, CEO of Santander US. “By bringing together Santander and Webster, we are combining two organizations with shared values and strong customer relationships. Our five growing businesses will now serve nearly eight million customers across the U.S., with expanded reach and resources to better support their needs and the communities we serve.”
Following the close of the transaction, the combined business emerges as a stronger, more competitive banking organization for customers in the United States, with a pro forma balance sheet of approximately $327 billion in assets, $185 billion in loans, and $172 billion in deposits based on balances as of December 31, 2025*.
“Today marks the beginning of an exciting next chapter for our customers and communities,” said John Ciulla, former CEO of Webster Bank and now CEO of Santander Bank, N.A. (“Santander Bank”). “This combination allows us to further deepen our local relationships with the support of Santander’s global scale, financial strength, and investment capabilities. Together we are enhancing our ability to deliver broader products and services, and remain committed to the trusted partnerships that have always been at the center of how we serve our customers.”
Webster brings a high-quality, relationship-driven deposit base, deeper commercial banking capabilities, and a distinctive Healthcare Financial Services platform, which together improve Santander US’s funding profile, business mix, and competitive relevance. The combination is expected to help Santander achieve its objective of around 18% return on tangible equity (RoTE) in the United States by 2028.
Upon closing, most of Webster’s businesses have become part of Santander Bank. Santander’s and Webster’s experienced integration teams will support a disciplined transition, focused on service continuity for customers and communities, employee engagement, and timely delivery of synergies.
In the coming months, the vast majority of everyday banking experiences with Santander Bank and Webster Bank will remain unchanged as a result of the acquisition. Accounts and products can continue to be accessed and used in the same way. Customers of both banks will now be able to use Webster Bank and Santander Bank ATMs within the United States for cash access without any fees. Any future changes will be communicated well in advance, and no action is required of customers at this time. An FAQ for customers is available on SantanderBank.com.
Following the close of the transaction, Christiana Riley remains Santander’s country head in the United States and CEO of Santander US. John Ciulla, formerly the CEO of Webster Bank, is now the CEO of Santander Bank, and Luis Massiani, formerly the President and Chief Operating Officer of Webster Bank, is now the Chief Operating Officer of Santander US and Santander Bank. Tim Ryan continues to chair the board of directors of Santander Holdings US.
Webster’s former headquarters in Stamford, Connecticut, is now a corporate hub for Santander in the United States, alongside its U.S. headquarters in Boston and corporate hubs in New York, Miami and Dallas.
*Figures based on pro forma of Webster and combined U.S. operations of Santander, as of year-end 2025. The combined U.S. operations of Santander consist of Santander US and Santander’s New York branch.
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Santander Holdings USA, Inc. (“Santander US”) is a wholly-owned subsidiary of Madrid-based Banco Santander, S.A. (NYSE: SAN) (“Santander”), recognized as one of the world’s most admired companies by Fortune Magazine in 2026, with more than 182 million customers in the United States, Europe and Latin America. Santander US is the intermediate holding company for Santander’s five growing businesses in the United States. Santander’s U.S. presence consists of auto lending, retail and digital banking, commercial banking, corporate and investment banking, and wealth management businesses. In August 2026, Santander closed on its acquisition of Webster Financial Corporation and, indirectly, Webster Bank, N.A, creating a leading retail and commercial bank in the United States by assets with an expanded presence in the Northeast. In the U.S. market, Santander also is recognized as a top-10 auto lender and a top-10 multifamily bank lender and servicer, and operates one of the fastest growing digital banks, Openbank by Santander, as a division of Santander Bank, N.A. For more information about Santander US, please visit www.santanderus.com.
Contact: Andrew Simonelli
This press release of Santander Holdings USA, Inc. (“SHUSA”) contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the financial condition, results of operations, business plans and future performance of SHUSA. Words such as “may,” “could,” “should,” “will,” “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “goal” or similar expressions are intended to indicate forward-looking statements. Although SHUSA believes that the expectations reflected in these forward-looking statements are reasonable as of the date on which the statements are made, factors such as the risks and uncertainties described in SHUSA’s filings with the Securities and Exchange Commission from time to time may cause SHUSA’s performance to differ materially from that suggested by the forward-looking statements. If one or more of the factors affecting SHUSA’s forward-looking statements renders those statements incorrect, SHUSA’s actual results, performance or achievements could differ materially from those expressed in or implied by the forward-looking statements. Readers should not consider these factors to be a complete set of all potential risks or uncertainties as new factors emerge from time to time.
Additionally, Webster Financial Corporation’s (“Webster”) and SHUSA’s actual results, financial condition and achievements may differ materially from those indicated in these forward-looking statements. Important factors that could cause Webster’s and SHUSA’s actual results, financial condition and achievements to differ materially from those indicated in such forward-looking statements include, in addition to those set forth in Webster’s and SHUSA’s filings with the SEC: (1) the risk that the cost savings, synergies and other benefits from the merger of Webster into SHUSA (the “Transaction”) may not be fully realized or may take longer than anticipated to be realized, including as a result of changes in, or problems arising from, general economic and market conditions, interest and exchange rates, monetary policy, laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which Webster and SHUSA operate; (2) the outcome of any legal or regulatory proceedings or governmental inquiries or investigations that may be currently pending or later instituted against Webster, SHUSA, Banco Santander, S.A. ("Santander") or the combined company; (3) risks related to management and oversight of the expanded business and operations of the combined company following the closing of the Transaction; (4) the risk that the integration of Webster’s operations with SHUSA’s will be materially delayed or will be more costly or difficult than expected or that the parties are otherwise unable to successfully integrate each party’s businesses into the other’s businesses; (5) reputational risk and potential adverse reactions of Webster’s or SHUSA’s customers, employees, vendors, contractors or other business partners, including those resulting from completion of the Transaction; (6) the dilution caused by Santander’s issuance of additional ordinary shares and corresponding American depositary shares, each representing the right to receive one of its ordinary shares (“ADSs”), in connection with the Transaction; (7) the possibility that any announcements relating to the Transaction could have adverse effects on the market price of Webster’s common stock and Santander’s ordinary shares and ADSs; (8) a material adverse change in the condition of Webster or SHUSA; (9) the extent to which Webster’s or SHUSA’s businesses perform consistent with management’s expectations; (10) Webster’s and SHUSA’s ability to take advantage of growth opportunities and implement targeted initiatives in the timeframe and on the terms currently expected; (11) the inability to sustain revenue and earnings growth; (12) the execution and efficacy of recent strategic investments; (13) the impact of macroeconomic factors, such as changes in general economic conditions and monetary and fiscal policy, particularly on interest rates; (14) changes in customer behavior; (15) unfavorable developments concerning credit quality; (16) declines in the businesses or industries of Webster’s or SHUSA’s customers; (17) the possibility that the combined company is subject to additional regulatory requirements as a result of the Transaction or expansion of the combined company’s business operations following the Transaction; (18) general competitive, political and market conditions and other factors that may affect future returns of Webster and SHUSA, including changes in asset quality and credit risk; (19) security risks, including cybersecurity and data privacy risks, and capital markets; (20) inflation; (21) the impact, extent and timing of technological changes; (22) capital management activities; (23) competitive product and pricing pressures; (24) the outcomes of legal and regulatory proceedings and related financial services industry matters; and (25) compliance with regulatory requirements. Any forward-looking statement made in this communication is based solely on information currently available to us and speaks only as of the date on which it is made.
Forward-looking statements are based on current expectations and future estimates about SHUSA’s and third-parties’ operations and businesses and address matters that are uncertain to varying degrees. Forward-looking statements are aspirational, should be regarded as indicative, preliminary and for illustrative purposes only, speak only as of the date of this report and are informed by the knowledge, information and views available on such date and are subject to change without notice. SHUSA is not required to update or revise any forward-looking statements, regardless of new information, future events or otherwise, except as required by applicable law.
In this press release, we may sometimes refer to certain non-GAAP figures. This information supplements our results as reported in accordance with generally accepted accounting principles (“GAAP”) and should not be viewed in isolation from, or as a substitute for, our GAAP results. We believe that this additional information we provide may be useful to investors, analysts, regulators and others as they evaluate the impact of these items on our results for the periods presented due to the extent to which the items are indicative of our ongoing operations.
The information in this press release is intended only to assist investors and does not constitute legal, tax, accounting, financial or investment advice or an offer to invest. In making this press release, SHUSA gives no advice and makes no recommendation to buy, sell, or otherwise deal in shares or other securities of Santander, SHUSA, Santander Bank, N.A., or any other securities or investments. It is not our intention to state, indicate, or imply in any manner that current or past results are indicative of future results or expectations. As with all investments, there are associated risks, and you could lose money investing. Prior to making any investment, a prospective investor should consult with its own investment, accounting, legal, and financial advisors and independently evaluate the risks, consequences, and suitability of that investment. No offering of securities shall be made in the United States except pursuant to registration under the Securities Act of 1933, as amended, or an exemption therefrom.
No offer or solicitation
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the “Securities Act”). No investment activity should be undertaken on the basis of the information contained in this communication. By making this communication available, no advice or recommendation is being given to buy, sell or otherwise deal in any securities or investments whatsoever.
Past performance does not indicate future outcomes
Statements about historical performance or growth rates must not be construed as suggesting that future performance, share price or earnings (including earnings per share) will necessarily be the same or higher than in previous periods. Nothing mentioned in this communication should be taken as a profit and loss forecast.