Santander Receives Federal Reserve Approval for the Acquisition of Webster Financial Corporation (Form 8-K)

Santander Receives Federal Reserve Approval for the Acquisition of Webster Financial Corporation

Madrid (Spain) and Stamford, CT (USA), August 4, 2026 - PRESS RELEASE

Banco Santander, S.A. ("Santander") and Webster Financial Corporation ("Webster") today announced that they have received the required approval from the Board of Governors of the Federal Reserve System for Santander's previously announced acquisition of Webster, the holding company for Webster Bank, N.A., a diversified U.S. retail and commercial bank. This follows the approval by the Office of the Comptroller of the Currency on June 12, 2026, and the authorization granted by the European Central Bank on July 21, 2026. The transaction is now expected to close on August 20, 2026.

Ana Botín, Executive Chair of Santander, said: "Santander US and Webster are a perfect match. Together, supported by Santander's global platforms, technology and expertise, we will create a stronger bank with the scale to better serve our customers and communities. This combination will strengthen our position in one of the world's most attractive banking markets and put us firmly on track to build one of the highest-performing banks among our U.S. peers."

Christiana Riley, CEO and President of Santander Holdings USA, Inc. ("Santander US"), said: "We are pleased to be one step closer to this important, strategic acquisition that will expand our scale and round out our U.S. business model. Bringing together these two highly complementary businesses, Santander will be well positioned to better serve our customers and clients, while helping local communities prosper. We are excited for this next chapter for Santander."

John Ciulla, Chairman and CEO of Webster, said: "This is an exciting moment that will allow us to soon bring together our two great organizations to benefit our customers and communities. Santander's expanded scale, enhanced capabilities and financial strength will help us to deepen local relationships and build upon the trusted partnership that Webster customers have come to expect from us."

The transaction is expected to strengthen Santander's U.S. franchise and accelerate the delivery of its financial objectives. Once integrated, Santander expects its U.S. business to achieve a return on tangible equity (RoTE) of around 18% by 2028, while the transaction is expected to generate approximately 7-8% earnings per share accretion and an estimated 15% return on invested capital, all by 2028.

Upon closing, most of Webster's businesses will become part of Santander Bank, N.A., Santander's banking franchise in the United States. Until the transaction closes, Santander and Webster will continue to operate independently. Customers do not need to take any action at this time, and accounts, products, and services will continue to operate as they do today. Any future changes will be communicated in advance of implementation.

Banco Santander (SAN SM) is a leading commercial bank, founded in 1857 and headquartered in Spain and one of the largest banks in the world by market capitalization. The group's activities are consolidated into five global businesses: Retail & Commercial Banking, Openbank, Corporate & Investment Banking (CIB), Wealth Management & Insurance and Payments. This operating model allows the bank to better leverage its unique combination of global scale and local leadership. Santander aims to be the best open financial services platform providing services to individuals, SMEs, corporates, financial institutions and governments. The bank's purpose is to help people and businesses prosper in a simple, personal and fair way. As of June 30, 2026, Banco Santander had €1.5 trillion in total funds, more than 182 million customers, 6,500 branches and 185,000 employees.

Webster Financial Corporation ("Webster") (NYSE:WBS) is the holding company for Webster Bank, N.A. ("Webster Bank"). Founded in 1935 and headquartered in Stamford, CT, Webster is a values-driven organization with more than $80 billion in total 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

Media contacts

Banco Santander: [email protected]

Santander US: [email protected]

Webster: [email protected]

Important information

Non-IFRS and alternative performance measures

Banco Santander, S.A. ("Santander") cautions that this report may contain financial information prepared according to International Financial Reporting Standards (IFRS) and taken from our consolidated financial statements, as well as alternative performance measures (APMs) as defined in the Guidelines on Alternative Performance Measures issued by the European Securities and Markets Authority (ESMA) on 5 October 2015, and other non-IFRS measures. The financial measures referred to in this report that are considered APMs or non-IFRS measures were calculated with information from Grupo Santander; however, they are neither defined or detailed in the applicable financial reporting framework nor audited or reviewed by our auditors. We use the APMs and non-IFRS measures when planning, monitoring and evaluating our performance. We consider them to be useful metrics for our management and investors to compare operating performance between accounting periods.

Nonetheless, the APMs and non-IFRS measures are supplemental information; their purpose is not to substitute the IFRS measures. Furthermore, other companies, including some in our industry, may calculate or use APMs and non-IFRS measures differently, thus making them less useful for comparison purposes. APMs using environmental, social and governance labels have not been calculated in accordance with the Taxonomy Regulation or with the indicators for principal adverse impact in the Sustainable Finance Disclosure Regulation (SFDR; EU Reg. 2019/2088).

For more details on APMs and non-IFRS measures, please see the 2025 Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission (the SEC) on 27 February 2026 (https://www.santander.com/content/dam/santander-com/es/documentos/informacion-sobre-resultados-semestrales-y- anuales-suministrada-a-la-sec/2026/sec-2025-annual-20-f-2025-disponible-solo-en-ingles-es.pdf) as well as the section "Alternative performance measures" of Santander's 2025 Annual Report, which was published on 25 February 2026 (https://www.santander.com/content/dam/santander-com/en/documentos/informe-financiero-anual/ 2025/ifa-2025-consolidated-annual-financial-report-en.pdf), except with respect to the information and the audited financial statements included therein and superseded by the information and the audited financial statements included in our Report on Form 6-K furnished to the SEC on April 1, 2026 relating to certain recast financial information as a result of certain changes to the presentation of the Group's financial information (https://www.santander.com/content/dam/santander-com/en/ documentos/informacion-sobre-resultados-semestrales-y-anuales-suministrada-a-la-sec/2026/sec-recast-of-certain-financial-information-and-related-disclosure-for-the-three-

years-ended-31-december-2025-en.pdf) as well as the section "Alternative performance measures" of our second quarter financial report, which was published on 22 July 2026 (https://www.santander.com/en/shareholders-and-investors/financial-and-economic-information/quarterly-results).