8-K/A

WEBSTER FINANCIAL CORP (WBS)

8-K/A 2026-01-23 For: 2026-01-23
View Original
Added on April 08, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

FORM 8-K/A

_________________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 23, 2026

_________________________

WEBSTER FINANCIAL CORPORATION

_________________________________________

(Exact name of registrant as specified in its charter)

Delaware 001-31486 06-1187536
(State or other jurisdiction<br>of incorporation) (Commission<br>File Number) (IRS Employer<br>Identification No.)

200 Elm Street, Stamford, Connecticut 06902

(Address and zip code of principal executive offices)

203-578-2202

(Registrant’s telephone number, including area code)

______________________________________________________________________________

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
Common Stock, par value $0.01 per share WBS New York Stock Exchange
Depositary Shares, each representing 1/1000th interest in a share of 5.25% Series F Non-Cumulative Perpetual Preferred Stock WBS-PrF New York Stock Exchange
Depositary Shares, each representing 1/40th interest in a share of 6.50% Series G Non-Cumulative Perpetual Preferred Stock WBS-PrG New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Explanatory Notes

This Form 8-K/A amends the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 23, 2026 solely to include the missing signature of the Company’s Executive Vice President and Chief Accounting Officer. No additional changes to the Form 8-K and the exhibits thereto as originally filed have been made.

Item 2.02 Results of Operations and Financial Condition

On January 23, 2026, Webster Financial Corporation (the Company) issued a press release reporting its results of operations for the quarter ended December 31, 2025. That press release is attached hereto as Exhibit 99.1.

Information contained herein, including Exhibit 99.1, shall not be deemed filed for the purposes of the Securities Exchange Act of 1934, nor shall such information or Exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such a filing.

Item 7.01 Regulation FD Disclosure

On January 23, 2026, the Company will hold a conference call to discuss its financial results for the quarter ended December 31, 2025, including the press release and other matters relating to the Company. Presentation slides and a link to the live webcast will be available via the Company's Investor Relations website at investors.websterbank.com.

Item 9.01 Financial Statements and Exhibits

(d)Exhibits.

Exhibit<br>Number Description
99.1 Press release dated January 23, 2026
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

WEBSTER FINANCIAL CORPORATION
(Registrant)
Date: January 23, 2026 /s/ Kristen Antonopoulos
Kristen Antonopoulos
Executive Vice President and Chief Accounting Officer

Document

Exhibit 99.1

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WEBSTER REPORTS

FOURTH QUARTER 2025 EPS OF $1.55; ADJUSTED EPS OF $1.59

STAMFORD, Conn., January 23, 2026 - Webster Financial Corporation (“Webster”) (NYSE: WBS), the holding company for Webster Bank, N.A., today announced net income applicable to common stockholders of $248.7 million, or $1.55 per diluted share, for the quarter ended December 31, 2025, compared to $171.8 million, or $1.01 per diluted share, for the quarter ended December 31, 2024.

Fourth quarter 2025 results include gains on debt redemption, a charitable contribution to the Webster Foundation, asset disposal and contact termination costs, acquisition expenses, and a benefit related to the FDIC special assessment. Excluding these items, adjusted earnings per diluted share would have been $1.591 for the quarter ended December 31, 2025, compared to $1.431 for the quarter ended December 31, 2024.

“Webster continued to excel from a fundamental perspective in the fourth quarter, and we enter 2026 from a position of strength,” said John R. Ciulla, chairman and chief executive officer. “It was appropriate that Webster produced record EPS and tangible book value per share in the year of its 90th anniversary.”

Highlights for the fourth quarter of 2025:

•Revenue of $746.2 million.

•Period end loans and leases balance of $56.6 billion, up $1.5 billion, or 2.8 percent from prior quarter.

•Period end deposits balance of $68.8 billion, up $0.6 billion, or 0.9 percent, from prior quarter.

•Provision for credit losses of $42.0 million.

•Return on average assets of 1.23 percent.

•Return on average tangible common equity of 17.10 percent1.

•Net interest margin of 3.35 percent, down 5 basis points from prior quarter.

•Common equity tier 1 ratio of 11.22 percent2.

•Efficiency ratio of 46.95 percent1.

•Tangible common equity ratio of 7.42 percent1.

•Repurchased 3.6 million shares under Webster’s share repurchase program.

“Our solid operating foundation enables Webster to maintain strong profitability while building scale,” said Neal Holland, senior executive vice president and chief financial officer. “We continue to invest in businesses and capabilities that enhance Webster’s strategic capabilities.”

1 See “Non-GAAP to GAAP Reconciliations” section beginning on page 19.

2 Presented as preliminary for December 31, 2025.

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Consolidated financial performance:

Quarterly net interest income compared to the fourth quarter of 2024:

•Net interest income was $632.9 million, compared to $608.5 million.

•Net interest margin1 was 3.35 percent, compared to 3.44 percent. The yield on interest-earning assets decreased by 22 basis points, and the cost of deposits and interest-bearing liabilities decreased by 16 basis points.

•Average interest-earning assets totaled $76.7 billion, an increase of $4.8 billion, or 6.7 percent.

•Average loans and leases totaled $55.9 billion, an increase of $3.7 billion, or 7.0 percent.

•Average deposits totaled $68.5 billion, an increase of $3.7 billion, or 5.6 percent.

Quarterly provision for credit losses:

•The provision for credit losses was $42.0 million, compared to $44.0 million in the prior quarter, and $63.5 million a year ago.

•Net charge-offs were $49.5 million, compared to $38.4 million in the prior quarter, and $60.9 million a year ago. The ratio of net charge-offs to average loans and leases was 0.35 percent, compared to 0.28 percent in the prior quarter, and 0.47 percent a year ago.

•The allowance for credit losses on loans and leases represented 1.27 percent of total loans and leases, compared to 1.32 percent at September 30, 2025, and 1.31 percent at December 31, 2024.

•The allowance for credit losses on loans and leases represented 144 percent of non-performing loans and leases, compared to 134 percent at September 30, 2025, and 149 percent at December 31, 2024.

Quarterly non-interest income compared to the fourth quarter of 2024:

•Total non-interest income was $113.4 million, compared to $52.5 million, an increase of $60.9 million. Total non-interest income includes gains on debt redemption of $9.8 million in the fourth quarter of 2025 and losses on sales of investment securities of $56.9 million in the fourth quarter of 2024. Excluding those items, total non-interest income decreased $5.8 million. The decrease is primarily driven by lower direct investment gains and a decrease in the credit valuation adjustment on derivatives, partially offset by increased client hedging activities.

1 As of the first quarter of 2025, Webster changed the methodology used to annualize net interest income in its quarterly and year to date net interest margin calculation. Net interest margin for the prior periods has been recast.

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Quarterly non-interest expense compared to the fourth quarter of 2024:

•Total non-interest expense was $383.2 million, compared to $340.4 million, an increase of $42.8 million. Total non-interest expense includes a $20.0 million charitable contribution to the Webster Foundation, $7.0 million in asset disposal and contract termination costs, and $1.1 million in acquisition expenses, partially offset by a $10.3 million benefit related to the FDIC special assessment. Excluding those items, total non-interest expense increased $25.0 million. The increase is primarily driven by increased investments in human capital and technology, performance-based incentives, and marketing expenses.

Quarterly income taxes compared to the fourth quarter of 2024:

•Income tax expense was $65.1 million, compared to $79.3 million, and the effective tax rate was 20.3 percent, compared to 30.9 percent. The higher tax expense and effective tax rate a year ago reflected the recognition of a $29.4 million deferred tax asset valuation adjustment, which impacted the effective tax rate by 11.4 percentage points in that period.

Investment securities:

•Total investment securities, net, were $18.0 billion, compared to $18.0 billion at September 30, 2025, and $17.5 billion at December 31, 2024. The carrying value of the available-for-sale portfolio included $457.5 million of net unrealized losses, compared to $496.8 million at September 30, 2025, and $712.9 million at December 31, 2024. The carrying value of the held-to-maturity portfolio does not reflect $801.1 million of net unrealized losses, compared to $836.7 million at September 30, 2025, and $991.2 million at December 31, 2024.

Loans and leases:

•Total loans and leases were $56.6 billion, compared to $55.1 billion at September 30, 2025, and $52.5 billion at December 31, 2024. Compared to September 30, 2025, commercial loans and leases increased by $982.5 million, commercial real estate loans increased by $423.5 million, residential mortgages increased by $90.4 million, and consumer loans increased by $48.5 million. Compared to December 31, 2024, commercial loans and leases increased by $2.2 billion, commercial real estate loans increased by $943.8 million, residential mortgages increased by $745.9 million, and consumer loans increased by $183.8 million.

•Loan originations for the portfolio were $4.5 billion, compared to $4.1 billion in the prior quarter, and $3.4 billion a year ago.

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Asset quality:

•Total non-performing loans and leases were $500.7 million, compared to $543.9 million at September 30, 2025, and $461.3 million at December 31, 2024. The ratio of total non-performing loans and leases to total loans and leases was 0.88 percent, compared to 0.99 percent at September 30, 2025, and 0.88 percent at December 31, 2024.

•Past due loans and leases were $66.5 million, compared to $65.6 million at September 30, 2025, and $113.4 million at December 31, 2024. The increase from prior quarter is primarily driven by an increase in commercial non-mortgage, partially offset by a decrease in commercial real estate. The decrease from a year ago is primarily driven by decreases in commercial real estate and asset-based lending.

Deposits and borrowings:

•Total deposits were $68.8 billion, compared to $68.2 billion at September 30, 2025, and $64.8 billion at December 31, 2024. The ratio of core deposits to total deposits1 was 87.5 percent, compared to 88.9 percent at September 30, 2025, and 87.3 percent at December 31, 2024. The loan to deposit ratio was 82.3 percent, compared to 80.8 percent at September 30, 2025, and 81.1 percent at December 31, 2024.

•Total borrowings were $4.3 billion, compared to $3.9 billion at September 30, 2025, and $3.4 billion at December 31, 2024.

Capital:

•The return on average common stockholders’ equity and the return on average tangible common stockholders’ equity1 were 10.91 percent and 17.10 percent, respectively, compared to 11.23 percent and 17.64 percent, respectively, in the prior quarter, and 7.80 percent and 12.73 percent, respectively, a year ago.

•The tangible equity1 and tangible common equity1 ratios were 7.77 percent and 7.42 percent, respectively, compared to 7.86 percent and 7.50 percent, respectively, at September 30, 2025, and 7.82 percent and 7.45 percent, respectively, at December 31, 2024.

•The common equity tier 12 ratio was 11.22 percent, compared to 11.39 percent at September 30, 2025, and 11.54 percent at December 31, 2024.

•Book value per common share and tangible book value per common share1 were $57.12 and $37.20, respectively, compared to $55.69 and $36.42, respectively, at September 30, 2025, and $51.63 and $32.95, respectively, at December 31, 2024.

1 See “Non-GAAP to GAAP Reconciliations” section beginning on page 19.

2 Presented as preliminary for December 31, 2025, and actual for the remaining periods.

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Reportable segments:

Commercial Banking

Webster’s Commercial Banking segment delivers financial solutions both nationally and regionally to a wide range of companies, investors, government entities, and other public and private institutions. Commercial Banking helps its clients achieve their business and financial goals with expertise in Commercial & Institutional Lending, Commercial Real Estate, Capital Markets, Capital Finance, and Treasury Management. Its Private Banking team also pairs holistic wealth solutions, including tailored lending, with commercial banking services. At December 31, 2025, Commercial Banking had $43.8 billion in loans and leases and $17.3 billion in deposits, as well as a combined $2.8 billion in assets under administration (“AUA”) and management (“AUM”).

Commercial Banking Operating Results:

Three months ended December 31,
(In thousands) 2025 2024
Net interest income $330,576 330,392 0.1 %
Non-interest income 36,262 41,026 (11.6)
Operating revenue 366,838 371,418 (1.2)
Non-interest expense 110,156 106,762 (3.2)
Pre-tax, pre-provision net revenue $256,682 264,656 (3.0) %
December 31,
(In millions) 2025 2024
Loans and leases $43,762 40,616 7.7 %
Deposits 17,278 16,252 6.3
AUA / AUM (off balance sheet) 2,821 2,966 (4.9)

All values are in US Dollars.

Pre-tax, pre-provision net revenue decreased $8.0 million, to $256.7 million, in the quarter as compared to the prior year. Net interest income increased $0.2 million, to $330.6 million, primarily driven by higher loan and deposit balances, partially offset by lower net spread on loans and leases. Non-interest income decreased $4.8 million, to $36.3 million, primarily driven by lower direct investment gains, partially offset by an increase in client hedging activities and higher syndication fees. Non-interest expense increased $3.4 million, to $110.2 million, primarily driven by increased investments in human capital, operational process improvements, and technology, and higher loan related expenses.

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Healthcare Financial Services

Webster’s Healthcare Financial Services segment includes HSA Bank and Ametros. HSA Bank is one the country’s largest providers of employee benefits solutions, including being one of the leading bank administrators of health savings accounts, emergency savings accounts, and flexible spending accounts administration services in 50 states. Ametros, the nation’s largest professional administrator of medical insurance claim settlements, helps individuals manage their ongoing medical care through their CareGuard service and proprietary technology platform. At December 31, 2025, Healthcare Financial Services had $16.9 billion in total footings comprising $10.4 billion in deposits and $6.5 billion in AUA through linked investment accounts.

Healthcare Financial Services Operating Results:

Three months ended December 31,
(In thousands) 2025 2024
Net interest income $98,860 95,185 3.9 %
Non-interest income 27,032 25,140 7.5
Operating revenue 125,892 120,325 4.6
Non-interest expense 58,912 56,672 (4.0)
Pre-tax, pre-provision net revenue $66,980 63,653 5.2 %
December 31,
(Dollars in millions) 2025 2024
Number of accounts (thousands) 3,453 3,326 3.8 %
Deposits $10,418 9,967 4.5
Linked investment accounts (off balance sheet) 6,509 5,322 22.3
Total footings $16,927 15,289 10.7

All values are in US Dollars.

Pre-tax, pre-provision net revenue increased $3.3 million, to $67.0 million, in the quarter as compared to the prior year. Net interest income increased $3.7 million, to $98.9 million, primarily driven by higher deposit balances, partially offset by lower deposit spreads. Non-interest income increased $1.9 million, to $27.0 million, primarily driven by higher interchange and medical fees. Non-interest expense increased $2.3 million, to $58.9 million, primarily driven by higher compensation and benefits costs and marketing expenses.

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Consumer Banking

Webster’s Consumer Banking segment delivers customized financial solutions to individuals, families, and small to mid-sized businesses through its experienced relationship managers and wealth advisors across 195 banking centers located throughout the Northeast. Consumer Banking offers a full suite of deposit, lending, treasury management, and wealth management solutions. Consumer Banking also provides a fully digital banking experience through its mobile banking apps and BrioDirect. At December 31, 2025, Consumer Banking had $12.8 billion in loans and $27.7 billion in deposits, as well as $8.0 billion in AUA.

Consumer Banking Operating Results:

Three months ended December 31,
(In thousands) 2025 2024
Net interest income $210,192 202,165 4.0 %
Non-interest income 24,529 26,969 (9.0)
Operating revenue 234,721 229,134 2.4
Non-interest expense 128,766 119,123 (8.1)
Pre-tax, pre-provision net revenue $105,955 110,011 (3.7) %
December 31,
(In millions) 2025 2024
Loans $12,827 11,886 7.9 %
Deposits 27,664 27,333 1.2
AUA (off balance sheet) 8,009 7,997 0.2

All values are in US Dollars.

Pre-tax, pre-provision net revenue decreased $4.0 million, to $106.0 million, in the quarter as compared to the prior year. Net interest income increased $8.0 million, to $210.2 million, primarily driven by higher average loan and deposit balances coupled with a higher interest rate spread on loans, partially offset by a lower interest rate spread on deposits. Non-interest income decreased $2.4 million, to $24.5 million, primarily driven by lower deposit service fees and lower investment services income. Non-interest expense increased $9.6 million, to $128.8 million, primarily driven by increased investments in technology, employee-related expenses, and other miscellaneous expenses.

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***

Webster Financial Corporation (“Webster”) (NYSE:WBS) is the holding company for Webster Bank, N.A. (“Webster Bank”). Headquartered in Stamford, CT, Webster is a values-driven organization with more than $84 billion in total consolidated assets. Webster Bank is a commercial bank that provides a wide range of financial products and services to businesses, individuals, and families across three differentiated lines of business: Commercial Banking, Healthcare Financial Services, and Consumer Banking. While its core footprint spans the Northeast from the New York metropolitan area to Rhode Island and Massachusetts, certain businesses operate in extended geographies. Webster Bank is a member of the FDIC and an equal housing lender. For more information about Webster, including past press releases and the latest annual report, visit the Webster website at www.websterbank.com.

Conference Call

A conference call covering Webster’s fourth quarter 2025 earnings announcement will be held today, Friday, January 23, 2026, at 9:00 a.m. Eastern Time. To listen to the live call, please dial 888-330-2446, or 1-240-789-2732 for international callers. The passcode is 8607257. The webcast, along with related slides, will be available via Webster’s Investor Relations website at investors.websterbank.com. A replay of the conference call will be available for one week via the website listed above, beginning at approximately 12:00 noon (Eastern Time) on January 23, 2026. To access the replay, dial 800-770-2030, or 1-609-800-9909 for international callers. The replay conference ID number is 8607257.

Media Contact

Alice Ferreira, 203-578-2610

acferreira@websterbank.com

Investor Contact

Emlen Harmon, 212-309-7646

eharmon@websterbank.com

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Forward-Looking Statements

This release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “could,” “believes,” “anticipates,” “expects,” “intends,” “outlook,” “target,” “continue,” “remain,” “will,” “should,” “may,” “might,” “plans,” “estimates,” “likely,” “future,” and similar references to future periods. However, these words are not the exclusive means of identifying such statements. Examples of forward-looking statements include but are not limited to: projections of revenues, expenses, income or loss, earnings or loss per share, and other financial items; statements of plans, objectives, and expectations of Webster or its management or Board of Directors; statements of future economic performance; and statements of assumptions underlying such statements. Forward-looking statements are based on Webster’s current expectations and assumptions regarding its business, the economy, and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict, and in many cases, are beyond Webster's control. Webster’s actual results may differ materially from those contemplated by the forward-looking statements, which are neither statements of historical fact nor guarantees or assurances of future performance. Factors that could cause Webster’s actual results to differ from those discussed in any forward-looking statements include, but are not limited to: Webster’s ability to successfully execute its business plan and strategic initiatives, and manage any risks or uncertainties; continued regulatory changes or other risk mitigation efforts taken by government agencies in response to the risk to safety and soundness in the banking industry; volatility in Webster’s stock price due to investor sentiment and perception of the banking industry; local, regional, national, and international economic conditions or macroeconomic instability (including any economic slowdown or recession, inflation, monetary fluctuation, tariff increases, interest rate changes, credit loss trends, unemployment, changes in housing or securities markets, or other factors) and the impact of the same on Webster or its customers; volatility, disruption, or uncertainty in national and international financial markets, including as a result of geopolitical developments; the impact of unrealized losses in Webster’s financial instruments, particularly in Webster’s available-for-sale securities portfolio; changes in laws and regulations, or existing laws and regulations that Webster becomes subject to, including those concerning banking, taxes, dividends, securities, insurance, cybersecurity, and healthcare administration, with which Webster must comply; adverse conditions in the securities markets that could lead to impairment in the value of Webster’s securities portfolio; possible changes in governmental monetary and fiscal policies, or any leadership changes of those determining such policies, including, but not limited to, Federal Reserve policies in connection with continued inflationary pressures; the effects of any restructurings, staff reductions, or other disruptions in the U.S. federal government or in agencies regulating or otherwise impacting Webster’s business; the direct or indirect impact of any new regulatory, policy, or enforcement developments resulting from the policies or actions of the current U.S. presidential administration, including trade deals, changes in tariffs and other protectionist trade policies, any reciprocal and/or retaliatory tariffs by foreign countries, and any uncertainties related thereto; the timely development and acceptance of any new products and services, and the perceived value of those products and services by customers; changes in deposit flows, consumer spending, borrowings, and savings habits; Webster’s ability to implement new technologies and maintain secure and reliable information and technology systems; the effects, including reputational damage, of any cybersecurity threats, attacks or disruptions, fraudulent activity, or other data breaches or security events, including those involving Webster’s third-party vendors and service providers; issues with the performance of Webster’s counterparties and third-party vendors; Webster’s ability to increase market share and control expenses; changes in the competitive environment among banks, financial holding companies, and other traditional and non-traditional financial service providers; Webster’s ability to maintain adequate sources of funding and liquidity; possible downgrades in Webster’s credit ratings; limitations on Webster’s ability to receive dividends from its subsidiaries; Webster’s ability to attract, develop, motivate, and retain skilled employees; changes in loan demand or real estate values; changes in the mix of loan geographies, sectors, or types and the level of non-performing assets, charge-offs, and delinquencies; changes in Webster’s estimates of current expected credit losses based upon periodic review under relevant regulatory and accounting requirements; the effect of changes in accounting policies and practices applicable to Webster, including impacts of recently adopted accounting guidance; legal and regulatory developments, including any due to judicial decisions, the initiation or resolution of legal proceedings or regulatory or other governmental inquiries, the results of regulatory examinations or reviews, disruptions at regulatory agencies, government funding or other issues; Webster’s ability to navigate differing environmental, social, governmental, and sustainability concerns among federal and state governmental administrations and judicial decisions, Webster’s stakeholders, and other activists that may arise from Webster’s business activities; Webster’s ability to assess and monitor the effect of evolving uses of artificial intelligence on its business and operations; the occurrence of natural disasters, severe weather events, and public health crises, and any governmental or societal responses thereto; the impact of any of the foregoing on the business or credit quality of Webster’s customers; and the other factors that are described in Webster’s Annual Report on Form 10-K for the year ended December 31, 2024, and subsequent filings with the U.S. Securities and Exchange Commission. Any forward-looking statement made by Webster in this release speaks only as of the date on which it is made. Factors or events that could cause Webster’s actual results to differ may emerge from time to time, and it is not possible for Webster to predict all of them. Webster undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

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Non-GAAP Financial Measures

In addition to results presented in accordance with GAAP, this press release contains certain non-GAAP financial measures, including the efficiency ratio, the return on average tangible common stockholders’ equity, the tangible equity ratio, the tangible common equity ratio, tangible book value per common share, and core deposits. A reconciliation of each non-GAAP financial measure to the most comparable GAAP financial measure is included in the accompanying selected financial highlights table.

Webster believes that certain non-GAAP financial measures provide investors with information useful in understanding its financial position, results of operations, the strength of its capital position, and overall business performance. These non-GAAP financial measures are used by Webster for performance measurement purposes, as well as for internal planning and forecasting, and by securities analysts, investors, and other interested parties to assess peer company operating performance. Webster believes that this presentation, together with the accompanying reconciliations, provides investors with a more complete understanding of the factors and trends affecting its business and allows investors to view its performance in a manner similar to management.

The efficiency ratio represents the costs expended to generate a dollar of revenue and is calculated excluding certain non-operational items. The return on average tangible common stockholders’ equity (“ROATCE”) is calculated using net income less preferred stock dividends, adjusted for the tax-effected amortization of intangible assets, as a percentage of average stockholders’ equity less average preferred stock and average goodwill and other intangible assets. The tangible equity ratio represents stockholders’ equity less goodwill and other intangible assets (“tangible stockholders’ equity”) divided by total assets less goodwill and other intangible assets (“tangible assets”). The tangible common equity ratio represents stockholders’ equity less preferred stock and goodwill and other intangible assets (“tangible common stockholders’ equity”) divided by tangible assets. Tangible book value per common share represents tangible common stockholders’ equity divided by the number of common shares outstanding at the end of the reporting period. Core deposits reflect total deposits less certificates of deposit and brokered certificates of deposit. Adjusted pre-tax net income, adjusted net income available to common stockholders, adjusted diluted earnings per share (“EPS”), adjusted ROATCE, and adjusted return on average assets (“ROAA”) are calculated excluding certain non-recurring transactions or events, which have been tax-effected, as applicable.

These non-GAAP financial measures should not be considered a substitute for GAAP-basis financial measures. Because non-GAAP financial measures are not standardized, it may not be possible to compare these with other companies that present financial measures having the same or similar names. Webster strongly encourages investors to review its consolidated financial statements in their entirety and to not rely on any single financial measure.

Refer the tables beginning on page 19 for Non-GAAP to GAAP reconciliations.

WEBSTER FINANCIAL CORPORATION<br><br>Selected Financial Highlights (unaudited)
Three Months Ended
(In thousands, except ratio and per share data) December 31,<br>2025 September 30,<br>2025 June 30,<br>2025 March 31,<br>2025 December 31,<br>2024
Income and performance ratios:
Net income $ 255,820 $ 261,217 $ 258,848 $ 226,917 $ 177,766
Net income applicable to common stockholders 248,701 254,051 251,695 220,367 171,760
Earnings per common share - Diluted 1.55 1.54 1.52 1.30 1.01
Return on average assets (annualized) 1.23 % 1.27 % 1.29 % 1.15 % 0.91 %
Return on average tangible common stockholders' equity (annualized) (1) 17.10 17.64 17.96 15.93 12.73
Return on average common stockholders’ equity (annualized) 10.91 11.23 11.31 9.94 7.80
Non-interest income as a percentage of total revenue 15.19 13.77 13.22 13.14 7.94
Asset quality:
Allowance for credit losses on loans and leases $ 719,411 $ 727,897 $ 722,046 $ 713,321 $ 689,566
Non-performing assets 502,156 545,327 537,050 564,708 461,751
Allowance for credit losses on loans and leases / total loans and leases 1.27 % 1.32 % 1.35 % 1.34 % 1.31 %
Net charge-offs / average loans and leases (annualized) 0.35 0.28 0.27 0.42 0.47
Non-performing loans and leases / total loans and leases 0.88 0.99 1.00 1.06 0.88
Non-performing assets / total loans and leases plus other real estate owned and repossessed assets 0.89 0.99 1.00 1.06 0.88
Allowance for credit losses on loans and leases / non-performing loans and leases 143.69 133.82 135.08 126.39 149.47
Other ratios:
Tangible equity (1) 7.77 % 7.86 % 7.82 % 7.80 % 7.82 %
Tangible common equity (1) 7.42 7.50 7.46 7.43 7.45
Tier 1 Risk-Based Capital (2) 11.71 11.89 11.86 11.76 12.06
Total Risk-Based Capital (2) 13.69 14.68 14.05 13.96 14.24
Common equity tier 1 Risk-Based Capital (2) 11.22 11.39 11.35 11.25 11.54
Stockholders’ equity / total assets 11.29 11.37 11.40 11.47 11.56
Net interest margin (3) 3.35 3.40 3.44 3.48 3.44
Efficiency ratio (1) 46.95 45.79 45.40 45.79 44.80
Equity and share related:
Common stockholders’ equity $ 9,208,257 $ 9,178,698 $ 9,053,638 $ 8,920,175 $ 8,849,235
Book value per common share 57.12 55.69 54.19 52.91 51.63
Tangible book value per common share (1) 37.20 36.42 35.13 33.97 32.95
Common stock closing price 62.94 59.44 54.60 51.55 55.22
Dividends declared per common share 0.40 0.40 0.40 0.40 0.40
Common shares outstanding 161,216 164,817 167,083 168,594 171,391
Weighted-average common shares outstanding - Basic 160,261 164,138 165,884 169,182 169,589
Weighted-average common shares - Diluted 160,597 164,456 166,131 169,544 170,005

(1)See “Non-GAAP to GAAP Reconciliations” section beginning on page 19.

(2)Presented as preliminary for December 31, 2025, and actual for the remaining periods.

(3)As of the first quarter of 2025, Webster changed the methodology used to annualize net interest income in its quarterly and year to date net interest margin calculation. Net interest margin for the prior periods has been recast.

WEBSTER FINANCIAL CORPORATION<br><br>Consolidated Balance Sheets (unaudited)
(In thousands) December 31,<br>2025 September 30,<br>2025 December 31,<br>2024
Assets:
Cash and due from banks $ 370,748 $ 498,801 $ 388,060
Interest-bearing deposits 2,078,777 2,563,680 1,686,374
Investment securities:
Available-for-sale 10,009,500 9,932,344 9,006,600
Held-to-maturity, net 7,969,575 8,077,505 8,444,191
Total investment securities, net 17,979,075 18,009,849 17,450,791
Loans held for sale 14,886 75,386 27,634
Loans and leases:
Commercial 22,895,350 21,912,809 20,676,965
Commercial real estate 22,334,846 21,911,298 21,391,036
Residential mortgages 9,599,577 9,509,142 8,853,669
Consumer 1,767,337 1,718,832 1,583,498
Total loans and leases 56,597,110 55,052,081 52,505,168
Allowance for credit losses on loans and leases (719,411) (727,897) (689,566)
Total loans and leases, net 55,877,699 54,324,184 51,815,602
Federal Home Loan Bank and Federal Reserve Bank stock 356,411 340,231 321,343
Deferred tax assets, net 195,740 220,972 316,856
Premises and equipment, net 432,035 427,215 406,963
Goodwill and other intangible assets, net 3,210,756 3,175,747 3,202,369
Cash surrender value of life insurance policies 1,271,457 1,266,491 1,251,622
Accrued interest receivable and other assets 2,286,079 2,290,096 2,157,459
Total assets $ 84,073,663 $ 83,192,652 $ 79,025,073
Liabilities and Stockholders’ Equity:
Deposits:
Demand $ 10,082,854 $ 10,491,975 $ 10,316,501
Interest-bearing checking 10,760,496 10,723,584 9,834,790
Health savings accounts 9,184,452 9,135,425 8,951,031
Money market 23,196,747 23,188,134 20,433,250
Savings 6,964,946 7,060,713 6,982,554
Certificates of deposit 6,078,549 6,202,906 6,041,329
Brokered certificates of deposit 2,491,769 1,372,907 2,193,625
Total deposits 68,759,813 68,175,644 64,753,080
Securities sold under agreements to repurchase and federal funds purchased 596,738 101,717 344,168
Federal Home Loan Bank advances 2,980,718 2,560,817 2,110,108
Long-term debt 739,454 1,249,612 909,185
Accrued expenses and other liabilities 1,504,704 1,642,185 1,775,318
Total liabilities 74,581,427 73,729,975 69,891,859
Preferred stock 283,979 283,979 283,979
Common stockholders’ equity 9,208,257 9,178,698 8,849,235
Total stockholders’ equity 9,492,236 9,462,677 9,133,214
Total liabilities and stockholders’ equity $ 84,073,663 $ 83,192,652 $ 79,025,073
WEBSTER FINANCIAL CORPORATION<br><br>Consolidated Statements of Income (unaudited)
--- --- --- --- --- --- --- --- ---
Three Months Ended December 31, Twelve Months Ended December 31,
(In thousands, except per share data) 2025 2024 2025 2024
Interest income:
Interest and fees on loans and leases $ 793,570 $ 783,140 $ 3,118,558 $ 3,182,466
Interest on investment securities 200,024 189,801 793,580 674,935
Loans held for sale 205 2,836 4,215 13,911
Other interest and dividends 25,333 19,310 105,155 55,974
Total interest income 1,019,132 995,087 4,021,508 3,927,286
Interest expense:
Deposits 344,078 358,895 1,365,703 1,427,204
Borrowings 42,201 27,724 157,911 161,695
Total interest expense 386,279 386,619 1,523,614 1,588,899
Net interest income 632,853 608,468 2,497,894 2,338,387
Provision for credit losses 42,000 63,500 210,000 222,000
Net interest income after provision for credit losses 590,853 544,968 2,287,894 2,116,387
Non-interest income:
Deposit service fees 38,486 38,665 157,891 161,144
Loan and lease related fees 19,010 18,770 70,692 76,384
Wealth and investment services 7,775 8,387 30,983 33,234
Cash surrender value of life insurance policies 8,520 7,387 33,219 27,712
Gain (loss) on sale of investment securities, net (56,886) 220 (136,224)
Other income 39,559 36,184 108,514 89,649
Total non-interest income 113,350 52,507 401,519 251,899
Non-interest expense:
Compensation and benefits 214,137 192,668 821,748 762,794
Occupancy 19,359 18,740 77,416 72,161
Technology and equipment 49,443 47,182 190,614 195,017
Intangible assets amortization 9,008 9,681 36,304 36,082
Marketing 6,827 6,139 20,978 18,751
Professional and outside services 21,767 15,205 75,202 58,253
Deposit insurance 3,979 16,069 51,006 68,912
Other expenses 58,717 34,693 155,996 139,309
Total non-interest expense 383,237 340,377 1,429,264 1,351,279
Income before income taxes 320,966 257,098 1,260,149 1,017,007
Income tax expense 65,146 79,332 257,347 248,300
Net income 255,820 177,766 1,002,802 768,707
Preferred stock dividends (4,163) (4,163) (16,650) (16,650)
Income allocated to participating securities (2,956) (1,843) (11,291) (7,981)
Net income applicable to common stockholders $ 248,701 $ 171,760 $ 974,861 $ 744,076
Weighted-average common shares outstanding - Basic 160,261 169,589 164,842 169,820
Weighted-average common shares - Diluted 160,597 170,005 165,206 170,192
Earnings per common share:
Basic $ 1.55 $ 1.01 $ 5.91 $ 4.38
Diluted 1.55 1.01 5.90 4.37
WEBSTER FINANCIAL CORPORATION<br><br>Five Quarter Consolidated Statements of Income (unaudited)
--- --- --- --- --- --- --- --- --- --- ---
Three Months Ended
(In thousands, except per share data) December 31,<br>2025 September 30,<br>2025 June 30,<br>2025 March 31,<br>2025 December 31,<br>2024
Interest income:
Interest and fees on loans and leases $ 793,570 $ 794,668 $ 775,203 $ 755,117 $ 783,140
Interest on investment securities 200,024 201,321 197,766 194,469 189,801
Loans held for sale 205 3,988 7 15 2,836
Other interest and dividends 25,333 28,325 27,611 23,886 19,310
Total interest income 1,019,132 1,028,302 1,000,587 973,487 995,087
Interest expense:
Deposits 344,078 355,504 339,738 326,383 358,895
Borrowings 42,201 41,131 39,667 34,912 27,724
Total interest expense 386,279 396,635 379,405 361,295 386,619
Net interest income 632,853 631,667 621,182 612,192 608,468
Provision for credit losses 42,000 44,000 46,500 77,500 63,500
Net interest income after provision for credit losses 590,853 587,667 574,682 534,692 544,968
Non-interest income:
Deposit service fees 38,486 39,576 40,934 38,895 38,665
Loan and lease related fees 19,010 16,404 17,657 17,621 18,770
Wealth and investment services 7,775 7,640 7,779 7,789 8,387
Cash surrender value of life insurance policies 8,520 7,535 9,172 7,992 7,387
Gain (loss) on sale of investment securities, net 220 (56,886)
Other income 39,559 29,751 19,115 20,089 36,184
Total non-interest income 113,350 100,906 94,657 92,606 52,507
Non-interest expense:
Compensation and benefits 214,137 209,036 199,930 198,645 192,668
Occupancy 19,359 19,003 19,337 19,717 18,740
Technology and equipment 49,443 47,520 45,932 47,719 47,182
Intangible assets amortization 9,008 8,966 9,093 9,237 9,681
Marketing 6,827 4,953 5,171 4,027 6,139
Professional and outside services 21,767 17,815 18,394 17,226 15,205
Deposit insurance 3,979 15,621 15,061 16,345 16,069
Other expenses 58,717 33,755 32,796 30,728 34,693
Total non-interest expense 383,237 356,669 345,714 343,644 340,377
Income before income taxes 320,966 331,904 323,625 283,654 257,098
Income tax expense 65,146 70,687 64,777 56,737 79,332
Net income 255,820 261,217 258,848 226,917 177,766
Preferred stock dividends (4,163) (4,162) (4,162) (4,163) (4,163)
Income allocated to participating securities (2,956) (3,004) (2,991) (2,387) (1,843)
Net income applicable to common stockholders $ 248,701 $ 254,051 $ 251,695 $ 220,367 $ 171,760
Weighted-average common shares outstanding - Basic 160,261 164,138 165,884 169,182 169,589
Weighted-average common shares - Diluted 160,597 164,456 166,131 169,544 170,005
Earnings per common share:
Basic $ 1.55 $ 1.55 $ 1.52 $ 1.30 $ 1.01
Diluted 1.55 1.54 1.52 1.30 1.01
WEBSTER FINANCIAL CORPORATION<br><br>Consolidated Average Balances, Interest, Average Yields/Rates, and Net Interest Margin on a Fully Tax-equivalent Basis (unaudited)
--- --- --- --- --- --- --- --- --- --- --- --- ---
Three Months Ended December 31,
2025 2024
(Dollars in thousands) Average<br>Balance Interest Income/Expense Average Yield/Rate Average<br>Balance Interest Income/Expense Average Yield/Rate
Assets:
Interest-earning assets:
Loans and leases $ 55,923,138 $ 806,142 5.66 % $ 52,255,431 $ 794,271 5.97 %
Investment securities 18,316,926 202,355 4.42 17,982,632 192,334 4.28
Federal Home Loan and Federal Reserve Bank stock 346,398 4,359 4.99 301,218 4,732 6.25
Interest-bearing deposits 2,086,698 20,974 3.93 1,201,613 14,578 4.75
Loans held for sale 35,745 205 2.30 122,449 2,836 9.27
Total interest-earning assets 76,708,905 $ 1,034,035 5.31 % 71,863,343 $ 1,008,751 5.53 %
Non-interest-earning assets 6,692,079 6,493,521
Total assets $ 83,400,984 $ 78,356,864
Liabilities and Stockholders’ Equity:
Interest-bearing liabilities:
Demand $ 10,371,570 $ % $ 10,568,678 $ %
Interest-bearing checking 10,636,665 46,888 1.75 9,791,961 46,235 1.88
Health savings accounts 9,141,434 3,931 0.17 8,919,071 3,485 0.16
Money market 23,344,511 194,376 3.30 20,691,482 195,767 3.76
Savings 7,071,695 28,186 1.58 6,981,131 29,008 1.65
Certificates of deposit 6,148,569 52,791 3.41 6,000,296 61,094 4.05
Brokered certificates of deposit 1,753,694 17,906 4.05 1,862,771 23,306 4.98
Total deposits 68,468,138 344,078 1.99 64,815,390 358,895 2.20
Securities sold under agreements to repurchase 175,013 773 1.73 191,265 853 1.74
Federal Home Loan Bank advances 2,661,187 28,149 4.14 1,535,140 19,063 4.86
Long-term debt 1,071,576 13,279 4.96 886,648 7,808 3.52
Total borrowings 3,907,776 42,201 4.26 2,613,053 27,724 4.18
Total deposits and interest-bearing liabilities 72,375,914 $ 386,279 2.12 % 67,428,443 $ 386,619 2.28 %
Non-interest-bearing liabilities 1,512,037 1,742,339
Total liabilities 73,887,951 69,170,782
Preferred stock 283,979 283,979
Common stockholders’ equity 9,229,054 8,902,103
Total stockholders’ equity 9,513,033 9,186,082
Total liabilities and stockholders’ equity $ 83,400,984 $ 78,356,864
Tax-equivalent net interest income 647,756 622,132
Less: Tax-equivalent adjustments (14,903) (13,664)
Net interest income $ 632,853 $ 608,468
Net interest margin (1) 3.35 % 3.44 %

(1)As of the first quarter of 2025, Webster changed the methodology used to annualize net interest income in its quarterly and year to date net interest margin calculation. Net interest margin for the prior periods has been recast. There were no changes to the related yields/rates or net interest income that had been previously disclosed.

WEBSTER FINANCIAL CORPORATION<br><br>Consolidated Average Balances, Interest, Average Yields/Rates, and Net Interest Margin on a Fully Tax-equivalent Basis (unaudited)
Twelve Months Ended December 31,
2025 2024
(Dollars in thousands) Average<br>Balance Interest Income/Expense Average Yield/Rate Average<br>Balance Interest Income/Expense Average Yield/Rate
Assets:
Interest-earning assets:
Loans and leases $ 54,045,716 $ 3,166,033 5.86 % $ 51,597,443 $ 3,224,653 6.25 %
Investment securities 18,257,943 802,747 4.40 17,356,753 690,265 3.98
Federal Home Loan and Federal Reserve Bank stock 340,547 17,285 5.08 330,418 18,633 5.64
Interest-bearing deposits 2,031,837 87,870 4.32 723,688 37,341 5.16
Loans held for sale 79,128 4,215 5.33 143,812 13,911 9.67
Total interest-earning assets 74,755,171 $ 4,078,150 5.46 % 70,152,114 $ 3,984,803 5.68 %
Non-interest-earning assets 6,553,102 6,461,020
Total assets $ 81,308,273 $ 76,613,134
Liabilities and Stockholders’ Equity:
Interest-bearing liabilities:
Demand $ 10,227,051 $ % $ 10,387,807 $ %
Interest-bearing checking 10,158,941 177,482 1.75 9,555,367 180,326 1.89
Health savings accounts 9,177,995 15,012 0.16 8,650,485 13,139 0.15
Money market 22,161,593 769,422 3.47 19,354,659 784,527 4.05
Savings 7,217,900 118,766 1.65 6,879,935 106,096 1.54
Certificates of deposit 6,094,856 213,459 3.50 5,896,230 253,743 4.30
Brokered certificates of deposit 1,653,423 71,562 4.33 1,701,382 89,373 5.25
Total deposits 66,691,759 1,365,703 2.05 62,425,865 1,427,204 2.29
Securities sold under agreements to repurchase 167,269 3,298 1.97 142,025 1,098 0.77
Federal funds purchased 54,303 3,015 5.55
Federal Home Loan Bank advances 2,508,404 111,183 4.43 2,296,048 125,329 5.46
Long-term debt 951,555 43,430 4.56 903,603 32,253 3.57
Total borrowings 3,627,228 157,911 4.35 3,395,979 161,695 4.76
Total deposits and interest-bearing liabilities 70,318,987 $ 1,523,614 2.17 % 65,821,844 $ 1,588,899 2.41 %
Non-interest-bearing liabilities 1,615,374 1,871,615
Total liabilities 71,934,361 67,693,459
Preferred stock 283,979 283,979
Common stockholders’ equity 9,089,933 8,635,696
Total stockholders’ equity 9,373,912 8,919,675
Total liabilities and stockholders’ equity $ 81,308,273 $ 76,613,134
Tax-equivalent net interest income 2,554,536 2,395,904
Less: Tax-equivalent adjustments (56,642) (57,517)
Net interest income $ 2,497,894 $ 2,338,387
Net interest margin (1) 3.42 % 3.42 %

(1)As of the first quarter of 2025, Webster changed the methodology used to annualize net interest income in its quarterly and year to date net interest margin calculation. Net interest margin for the prior periods has been recast. There were no changes to the related yields/rates or net interest income that had been previously disclosed.

WEBSTER FINANCIAL CORPORATION Five Quarter Loans and Leases (unaudited)
(In thousands) December 31,<br>2025 September 30,<br>2025 June 30,<br>2025 March 31,<br>2025 December 31,<br>2024
Loans and leases (actual):
Commercial non-mortgage $ 21,664,119 $ 20,654,331 $ 19,943,097 $ 19,495,784 $ 19,272,958
Asset-based lending 1,231,231 1,258,478 1,350,006 1,385,042 1,404,007
Commercial real estate 22,334,846 21,911,298 21,358,775 21,383,144 21,391,036
Residential mortgages 9,599,577 9,509,142 9,332,413 9,123,000 8,853,669
Consumer 1,767,337 1,718,832 1,687,668 1,669,253 1,583,498
Total loans and leases 56,597,110 55,052,081 53,671,959 53,056,223 52,505,168
Allowance for credit losses on loans and leases (719,411) (727,897) (722,046) (713,321) (689,566)
Total loans and leases, net $ 55,877,699 $ 54,324,184 $ 52,949,913 $ 52,342,902 $ 51,815,602
Loans and leases (average):
Commercial non-mortgage $ 21,244,671 $ 20,451,639 $ 19,703,434 $ 19,167,596 $ 18,919,934
Asset-based lending 1,259,776 1,289,208 1,360,288 1,409,177 1,449,743
Commercial real estate 22,082,606 21,508,546 21,302,161 21,338,147 21,572,682
Residential mortgages 9,584,853 9,416,499 9,228,988 8,985,033 8,740,658
Consumer 1,751,232 1,707,068 1,683,026 1,668,453 1,572,414
Total loans and leases $ 55,923,138 $ 54,372,960 $ 53,277,897 $ 52,568,406 $ 52,255,431
WEBSTER FINANCIAL CORPORATION<br><br>Five Quarter Non-performing Assets and Past Due Loans and Leases (unaudited)
--- --- --- --- --- --- --- --- --- --- ---
(In thousands) December 31,<br>2025 September 30,<br>2025 June 30,<br>2025 March 31,<br>2025 December 31,<br>2024
Non-performing loans and leases:
Commercial non-mortgage $ 174,073 $ 223,398 $ 231,458 $ 279,831 $ 268,354
Asset-based lending 66,911 58,797 44,405 42,207 20,815
Commercial real estate 224,623 227,118 224,554 207,402 138,642
Residential mortgages 17,889 16,843 15,748 15,715 12,500
Consumer 17,188 17,772 18,357 19,243 21,015
Total non-performing loans and leases $ 500,684 $ 543,928 $ 534,522 $ 564,398 $ 461,326
Other real estate owned and repossessed assets:
Commercial non-mortgage $ 1,082 $ 1,399 $ 2,528 $ 310 $ 425
Consumer 390
Total other real estate owned and repossessed assets $ 1,472 $ 1,399 $ 2,528 $ 310 $ 425
Total non-performing assets $ 502,156 $ 545,327 $ 537,050 $ 564,708 $ 461,751 Past due 30-89 days:
--- --- --- --- --- --- --- --- --- --- ---
Commercial non-mortgage $ 16,428 $ 10,934 $ 16,338 $ 27,304 $ 16,619
Asset-based lending 21,997
Commercial real estate 24,962 27,812 16,241 33,030 51,556
Residential mortgages 15,194 17,000 12,664 16,406 14,113
Consumer 9,902 8,730 9,516 9,906 9,122
Total past due 30-89 days $ 66,486 $ 64,476 $ 54,759 $ 86,646 $ 113,407
Past due 90 days or more and accruing 1,152 507
Total past due loans and leases $ 66,486 $ 65,628 $ 54,759 $ 87,153 $ 113,407
Five Quarter Changes in the Allowance for Credit Losses on Loans and Leases (unaudited)
--- --- --- --- --- --- --- --- --- --- ---
Three Months Ended
(In thousands) December 31,<br>2025 September 30,<br>2025 June 30,<br>2025 March 31,<br>2025 December 31,<br>2024
ACL on loans and leases, beginning balance $ 727,897 $ 722,046 $ 713,321 $ 689,566 $ 687,798
Provision 41,005 44,205 45,126 78,712 62,639
Charge-offs:
Commercial portfolio 48,492 37,914 39,792 55,566 63,281
Consumer portfolio 2,994 2,034 1,446 1,052 1,265
Total charge-offs 51,486 39,948 41,238 56,618 64,546
Recoveries:
Commercial portfolio 556 765 3,250 942 2,779
Consumer portfolio 1,439 829 1,587 719 896
Total recoveries 1,995 1,594 4,837 1,661 3,675
Total net charge-offs 49,491 38,354 36,401 54,957 60,871
ACL on loans and leases, ending balance $ 719,411 $ 727,897 $ 722,046 $ 713,321 $ 689,566
ACL on unfunded loan commitments $ 24,117 $ 23,117 $ 22,824 $ 21,443 $ 22,593
WEBSTER FINANCIAL CORPORATION<br><br>Non-GAAP to GAAP Reconciliations
--- --- --- --- --- --- --- --- --- --- ---
Three Months Ended
(In thousands, except ratio and per share data) December 31,<br>2025 September 30,<br>2025 June 30,<br>2025 March 31,<br>2025 December 31,<br>2024
Efficiency ratio:
Non-interest expense $ 383,237 $ 356,669 $ 345,714 $ 343,644 $ 340,377
Less: Foreclosed property activity (577) 1,535 541 517 (32)
Intangible assets amortization 9,008 8,966 9,093 9,237 9,681
Operating lease depreciation 3 9 16 121
Charitable contribution to the Webster Foundation 20,000
Asset disposal and contract termination costs 6,966
Acquisition expenses 1,129
FDIC special assessment (10,318)
Adjusted non-interest expense $ 357,029 $ 346,165 $ 336,071 $ 333,874 $ 330,607
Net interest income $ 632,853 $ 631,667 $ 621,182 $ 612,192 $ 608,468
Add: Tax-equivalent adjustment 14,903 14,258 13,870 13,611 13,664
Non-interest income 113,350 100,906 94,657 92,606 52,507
Other income (1) 9,142 9,234 10,528 11,032 6,564
Less: Operating lease depreciation 3 9 16 121
Gain (loss) on sale of investment securities, net 220 (56,886)
Gains on debt redemption 9,767
Adjusted income $ 760,481 $ 756,062 $ 740,228 $ 729,205 $ 737,968
Efficiency ratio 46.95% 45.79% 45.40% 45.79% 44.80%
Return on average tangible common stockholders’ equity:
Net income $ 255,820 $ 261,217 $ 258,848 $ 226,917 $ 177,766
Less: Preferred stock dividends 4,163 4,162 4,162 4,163 4,163
Add: Intangible assets amortization, tax-effected 6,565 6,534 6,627 6,732 7,648
Adjusted net income $ 258,222 $ 263,589 $ 261,313 $ 229,486 $ 181,251
Adjusted net income, annualized basis $ 1,032,888 $ 1,054,356 $ 1,045,252 $ 917,944 $ 725,004
Average stockholders’ equity $ 9,513,033 $ 9,440,148 $ 9,294,023 $ 9,245,030 $ 9,186,082
Less: Average preferred stock 283,979 283,979 283,979 283,979 283,979
Average goodwill and other intangible assets, net 3,190,386 3,180,111 3,188,946 3,198,123 3,207,554
Average tangible common stockholders’ equity $ 6,038,668 $ 5,976,058 $ 5,821,098 $ 5,762,928 $ 5,694,549
Return on average tangible common stockholders’ equity 17.10% 17.64% 17.96% 15.93% 12.73%

(1)Other income reflects a tax-equivalent adjustment on income generated from low-income housing tax credit investments.

WEBSTER FINANCIAL CORPORATION<br><br>Non-GAAP to GAAP Reconciliations
(In thousands, except ratio and per share data) December 31,<br>2025 September 30,<br>2025 June 30,<br>2025 March 31,<br>2025 December 31,<br>2024
Tangible equity ratio:
Stockholders’ equity $ 9,492,236 $ 9,462,677 $ 9,337,617 $ 9,204,154 $ 9,133,214
Less: Goodwill and other intangible assets, net 3,210,756 3,175,747 3,184,039 3,193,132 3,202,369
Tangible stockholders’ equity $ 6,281,480 $ 6,286,930 $ 6,153,578 $ 6,011,022 $ 5,930,845
Total assets $ 84,073,663 $ 83,192,652 $ 81,914,270 $ 80,279,750 $ 79,025,073
Less: Goodwill and other intangible assets, net 3,210,756 3,175,747 3,184,039 3,193,132 3,202,369
Tangible assets $ 80,862,907 $ 80,016,905 $ 78,730,231 $ 77,086,618 $ 75,822,704
Tangible equity ratio 7.77% 7.86% 7.82% 7.80% 7.82%
Tangible common equity ratio:
Tangible stockholders’ equity $ 6,281,480 $ 6,286,930 $ 6,153,578 $ 6,011,022 $ 5,930,845
Less: Preferred stock 283,979 283,979 283,979 283,979 283,979
Tangible common stockholders’ equity $ 5,997,501 $ 6,002,951 $ 5,869,599 $ 5,727,043 $ 5,646,866
Tangible assets $ 80,862,907 $ 80,016,905 $ 78,730,231 $ 77,086,618 $ 75,822,704
Tangible common equity ratio 7.42% 7.50% 7.46% 7.43% 7.45%
Tangible book value per common share:
Tangible common stockholders’ equity $ 5,997,501 $ 6,002,951 $ 5,869,599 $ 5,727,043 $ 5,646,866
Common shares outstanding 161,216 164,817 167,083 168,594 171,391
Tangible book value per common share $ 37.20 $ 36.42 $ 35.13 $ 33.97 $ 32.95
Core deposits:
Total deposits $ 68,759,813 $ 68,175,644 $ 66,314,425 $ 65,575,229 $ 64,753,080
Less: Certificates of deposit 6,078,549 6,202,906 6,069,447 6,036,144 6,041,329
Brokered certificates of deposit 2,491,769 1,372,907 1,850,438 1,486,248 2,193,625
Core deposits $ 60,189,495 $ 60,599,831 $ 58,394,540 $ 58,052,837 $ 56,518,126
Three Months Ended<br>December 31, 2025 Twelve Months Ended<br>December 31, 2025
--- --- --- --- --- --- ---
Adjusted ROAA:
Net income $ 255,820 $ 1,002,802
Add: Gains on debt redemption, tax-effected (7,176) (7,176)
Charitable contribution to the Webster Foundation, tax-effected 14,576 14,576
Asset disposal and contact termination costs, tax-effected 5,082 5,082
Acquisition expenses, tax-effected 1,055 1,055
FDIC special assessment, tax-effected (7,519) (7,519)
Adjusted net income $ 261,838 $ 1,008,820
Adjusted net income, annualized basis $ 1,047,352 $ 1,008,820
Average assets $ 83,400,984 $ 81,308,273
Adjusted return on average assets 1.26 % 1.24 %
Adjusted ROATCE:
Net income $ 255,820 $ 1,002,802
Less: Preferred stock dividends 4,163 16,650
Add: Intangible assets amortization, tax-effected 6,565 26,457
Gains on debt redemption, tax-effected (7,176) (7,176)
Charitable contribution to the Webster Foundation, tax-effected 14,576 14,576
Asset disposal and contact termination costs, tax-effected 5,082 5,082
Acquisition expenses, tax-effected 1,055 1,055
FDIC special assessment, tax-effected (7,519) (7,519)
Adjusted net income $ 264,240 $ 1,018,627
Adjusted net income, annualized basis $ 1,056,960 $ 1,018,627
Average stockholders’ equity $ 9,513,033 $ 9,373,912
Less: Average preferred stock 283,979 283,979
Average goodwill and other intangible assets, net 3,190,386 3,189,345
Average tangible common stockholders’ equity $ 6,038,668 $ 5,900,588
Adjusted return on average tangible common stockholders’ equity 17.50 % 17.26 %
Adjusted ROACE:
Average stockholders’ equity $ 9,513,033 $ 9,373,912
Less: Average preferred stock 283,979 283,979
Average common stockholders’ equity $ 9,229,054 $ 9,089,933
Net income 255,820 1,002,802
Less: Preferred stock dividends 4,163 16,650
Add: Gains on debt redemption, tax-effected (7,176) (7,176)
Charitable contribution to the Webster Foundation, tax-effected 14,576 14,576
Asset disposal and contact termination costs, tax-effected 5,082 5,082
Acquisition expenses, tax-effected 1,055 1,055
FDIC special assessment, tax-effected (7,519) (7,519)
Adjusted income $ 257,675 $ 992,170
Adjusted income, annualized basis $ 1,030,700 $ 992,170
Adjusted return on average common stockholders’ equity 11.17 % 10.92 %
GAAP to adjusted reconciliation: Three Months Ended December 31, 2025
--- --- --- --- --- --- ---
(In millions, except per share data) Pre-Tax Income Income Applicable to Common Stockholders Diluted EPS
Reported (GAAP) $ 321.0 $ 248.7 $ 1.55
Gains on debt redemption (9.8) (7.2) (0.04)
Charitable contribution to the Webster Foundation 20.0 14.6 0.09
Asset disposal and contact termination costs 7.0 5.1 0.03
Acquisition expenses 1.1 1.1 0.01
FDIC special assessment (10.3) (7.5) (0.05)
Adjusted (non-GAAP) $ 329.0 $ 254.7 $ 1.59
Twelve Months Ended December 31, 2025
Pre-Tax Income Income Applicable to Common Stockholders Diluted EPS
Reported (GAAP) $ 1,260.1 $ 974.9 $ 5.90
Gains on debt redemption (9.8) (7.2) (0.04)
Charitable contribution to the Webster Foundation 20.0 14.6 0.09
Asset disposal and contract termination costs 7.0 5.1 0.03
Acquisition expenses 1.1 1.1 0.01
FDIC special assessment (10.3) (7.5) (0.05)
Adjusted (non-GAAP) $ 1,268.2 $ 980.9 $ 5.94 GAAP to adjusted reconciliation: Three Months Ended December 31, 2024
--- --- --- --- --- --- ---
(In millions, except per share data) Pre-Tax Income Income Applicable to Common Stockholders Diluted EPS
Reported (GAAP) $ 257.1 $ 171.8 $ 1.01
Loss on sale of investment securities 56.9 41.8 0.25
Deferred tax asset valuation adjustment N/A 29.4 0.17
Adjusted (non-GAAP) $ 314.0 $ 243.0 $ 1.43
Twelve Months Ended December 31, 2024
Pre-Tax Income Income Applicable to Common Stockholders Diluted EPS
Reported (GAAP) $ 1,017.0 $ 744.1 $ 4.37
Loss on sale of investment securities, net 136.2 102.1 0.60
Exit of non-core operations 16.0 11.6 0.07
Strategic restructuring costs and other 22.2 16.2 0.10
FDIC special assessment 10.3 7.8 0.04
Ametros acquisition expenses 3.1 2.4 0.01
Net (gain) on sale of mortgage servicing rights (11.7) (8.8) (0.05)
Discrete tax adjustment N/A 10.9 0.07
Deferred tax asset valuation adjustment N/A 29.4 0.17
Adjusted (non-GAAP) $ 1,193.1 $ 915.7 $ 5.38

Note: Totals may not sum due to rounding.

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