The man who ran Webster Bank now runs Santander Bank, and Webster Bank itself no longer exists as a legal entity

John Ciulla ran Webster Bank on Wednesday. On Thursday he runs Santander Bank, and the bank he ran no longer exists.

Santander Holdings USA told the Securities and Exchange Commission on Thursday morning that Banco Santander had completed its acquisition of Webster Financial Corporation, six and a half months after the two sides signed the transaction agreement on 3 February. The filing was accepted at 06:09 Eastern. Each Webster common share was exchanged into the right to receive 2.0548 Banco Santander American Depositary Shares and $48.75 in cash, without interest.

The sequence, which took one day

The document sets out five steps and they all happened in order on the closing date or the day before. Webster Financial merged into a Virginia company. Banco Santander acquired that company's shares through a statutory share exchange. It then contributed them to Santander Holdings USA, which merged the Virginia company into itself. Finally, under an agreement signed on 30 March, Webster Bank, National Association merged into Santander Bank, National Association, with Santander Bank surviving.

That last line is the one with the customers in it. Webster Bank is not a subsidiary of Santander. It has been absorbed into Santander Bank and has ceased to exist as a separate national bank.

What Santander now owes

Santander Holdings USA assumed three sets of Webster obligations by supplemental indenture, all dated 20 August. The 4.100 percent senior notes due 2029 keep their March and September coupon dates. The 5.784 percent subordinated notes due 2035 keep theirs, and keep the reset that takes effect on 11 September 2030, at which point the coupon becomes the five-year Treasury rate plus 212.5 basis points, with an explicit floor at zero. A set of floating rate junior subordinated debentures dating from 2003 moved across as well.

Webster's two preferred series became two new ones. The 5.25 percent Series F is now SHUSA Series H, 6,000 shares carried by 6,000,000 depositary shares. The 6.50 percent Series G is now Series I, 135,000 shares carried by 5,400,000 depositary shares.

The size claim, and the footnote on it

The company's release puts the combined balance sheet at approximately $327bn of assets, $185bn of loans and $172bn of deposits. The asterisk matters. Those are pro forma figures on balances as of 31 December 2025, and the release says the Santander side of the sum is not one legal entity but the combined United States operations, meaning Santander US together with Santander's New York branch. Santander says the combination serves nearly eight million customers in the United States and that it is aiming at a return on tangible equity of around 18 percent in the United States by 2028. Both of those are the company's own statements about its own objectives.

Christiana Riley remains chief executive of Santander US and country head. Luis Massiani, previously Webster Bank's president and chief operating officer, becomes chief operating officer of both Santander US and Santander Bank. Webster's former headquarters in Stamford, Connecticut becomes a corporate hub alongside the Boston headquarters.

The numbers a reader would want to compare are not in this filing. Item 9.01 says the acquired business's financial statements and the pro forma financial information will be filed later, by amendment, within 71 days.