Director: The departures were a structural consequence of a corporate merger/reincorporation rather than individual resignations or terminations, and new directors were appointed simultaneously.

COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS. The information set forth in the Introductory Note 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, par value $0.01 per share (the “Webster Common Stock”). Pursuant to the terms and conditions of the Transaction Agreement, each share of Webster Common Stock issued and…

As a result of the consummation of the HoldCo Transactions, at the effective time of the Share Exchange, a change of control of Webster occurred, and Webster Virginia, as successor to Webster in the Reincorporation Merger, became a wholly-owned subsidiary of Banco Santander. Immediately following the Webster Virginia Contribution, Webster Virginia merged with and into SHUSA in the IHC Merger, with SHUSA continuing as the surviving corporation.

On August 19, 2026, in connection with the closing of the HoldCo Transactions and the IHC Merger, Webster notified the New York Stock Exchange (“NYSE”) that the certificate of merger for the Reincorporation Merger had been filed with the Department of State of the State of Delaware, and the two articles of merger, for the Reincorporation Merger and the IHC Merger, and articles of share exchange had been filed with the Virginia State Corporation Commission, and that the Reincorporation Merger,…

As of the effective time of the Reincorporation Merger, each holder of Webster Common Stock and Webster Preferred Stock ceased to have any rights with respect thereto, except the right to receive the applicable consideration described above and subject to the terms and conditions set forth in the Transaction Agreement.

Results of Operations and Financial Condition On July 21, 2026, Webster Financial Corporation (the Company) issued a press release reporting its results of operations for the quarter ended June 30, 2026. 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 Sec…

Other Events. On March 30, 2026, Santander Bank, National Association ("Santander Bank") submitted a Bank Merger Act application to the Office of the Comptroller of the Currency ("OCC") requesting approval to merge Webster Bank, National Association with and into Santander Bank, with Santander Bank continuing as the surviving entity in such merger (the "Bank Merger"). On June 12, 2026, the OCC approved the application for the Bank Merger. The previously announced acquisition of Webster Financ…

OTHER EVENTS. As previously disclosed, on February 3, 2026, Webster Financial Corporation, a Delaware corporation (“Webster”), entered into a Transaction Agreement (the “Transaction Agreement”) with Banco Santander, S.A. a Spanish sociedad anónima (“Banco Santander”), and a wholly-owned subsidiary of Webster incorporated in the State of Virginia (the “Webster Subsidiary”). The Transaction Agreement provides that, upon the terms and subject to the conditions set forth therein, all outstanding…

Results of Operations and Financial Condition On April 28, 2026, Webster Financial Corporation (the Company) issued a press release reporting its results of operations for the quarter ended March 31, 2026. 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 S…

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On February 3, 2026, Webster Financial Corporation, a Delaware corporation (“Webster”), entered into a Transaction Agreement (the “Transaction Agreement”) with Banco Santander, S.A., a Spanish sociedad anónima (“Banco Santander”), and a wholly owned subsidiary of Webster incorporated in the State of Virginia (the “Webster Subsidiary”). Transaction Structure The Transaction Agreement provides that, upon the terms and subject to the conditions set for…

OTHER EVENTS. On February 3, 2026, Webster Financial Corporation (“Webster”) issued a press release announcing the execution of a definitive transaction agreement pursuant to which, on the terms and subject to the conditions set forth therein, Banco Santander, S.A. will acquire Webster in a cash-and-stock transaction. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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…

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…

Chief Accounting Officer — Kristen Antonopoulos: The filing discloses the appointment of an external candidate as Chief Accounting Officer, replacing an interim internal officer who remains in a different role.

CFO — Neal Holland: The filing discloses a compensation adjustment and equity grant for a sitting CFO, which is a routine administrative matter rather than a change in management status.

Results of Operations and Financial Condition On October 17, 2025, Webster Financial Corporation (the Company) issued a press release reporting its results of operations for the quarter ended September 30, 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…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosures below under 8.01 of this Current Report on Form 8-K are also responsive to

Chief Accounting Officer — Albert J. Wang: The Chief Accounting Officer is resigning to pursue another opportunity, with an interim successor named to manage the transition.

Results of Operations and Financial Condition On July 17, 2025, Webster Financial Corporation (the Company) issued a press release reporting its results of operations for the quarter ended June 30, 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 Sec…

Director — Frederick J. Crawford: The filing discloses the appointment of a new independent director to the board, which is a routine governance event and not a departure of a senior executive.

Other Events On April 30, 2025, the Board of Directors of Webster Financial Corporation (the Company) increased the Company’s authority to repurchase shares of its common stock by $700,000,000 under its existing share repurchase program. The repurchase program permits shares to be repurchased in open market or private transactions, through block trades, and pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities and Exchange Commission. Repurchases wi…

Results of Operations and Financial Condition On April 24, 2025, Webster Financial Corporation (the Company) issued a press release reporting its results of operations for the quarter ended March 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 S…

Results of Operations and Financial Condition On January 17, 2025, Webster Financial Corporation (the Company) issued a press release reporting its results of operations for the quarter ended December 31, 2024. 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…

Results of Operations and Financial Condition On October 17, 2024, Webster Financial Corporation (the Company) issued a press release reporting its results of operations for the quarter ended September 30, 2024. 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…

Results of Operations and Financial Condition On July 23, 2024, Webster Financial Corporation (the Company) issued a press release reporting its results of operations for the quarter ended June 30, 2024. 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 Sec…