Form 8-K

8-K — WEBSTER FINANCIAL CORP

Accession: 0000801337-26-000013

Filed: 2026-04-28

Period: 2026-04-28

CIK: 0000801337

SIC: 6021 (NATIONAL COMMERCIAL BANKS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — wbs-20260428.htm (Primary)

EX-99.1 (exhibit991earningsrelease1.htm)

GRAPHIC (brn25-eheader_2550x384xexta.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: wbs-20260428.htm · Sequence: 1

wbs-20260428

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

FORM 8-K

_________________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 28, 2026

_________________________

WEBSTER FINANCIAL CORPORATION

_________________________________________

(Exact name of registrant as specified in its charter)

Delaware 001-31486 06-1187536

(State or other jurisdiction

of incorporation) (Commission

File Number) (IRS Employer

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. ☐

Item 2.02 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 Securities Act of 1933, except as shall be expressly set forth by specific reference in such a filing.

Due to the proposed transaction with Banco Santander, S.A., the Company will not conduct an earnings conference call or webcast.

Item 9.01 Financial Statements and Exhibits

(d)Exhibits.

Exhibit

Number Description

99.1

Press release dated April 28, 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: April 28, 2026 /s/ Kristen Antonopoulos

Kristen Antonopoulos

Chief Accounting Officer

EX-99.1

Filename: exhibit991earningsrelease1.htm · Sequence: 2

Document

Exhibit 99.1

WEBSTER REPORTS

FIRST QUARTER 2026 EPS OF $1.50; ADJUSTED EPS OF $1.57

STAMFORD, Conn., April 28, 2026 - Webster Financial Corporation (“Webster”) (NYSE: WBS), the holding company for Webster Bank, N.A., today announced net income applicable to common stockholders of $239.3 million, or $1.50 per diluted share, for the quarter ended March 31, 2026, compared to $220.4 million, or $1.30 per diluted share, for the quarter ended March 31, 2025.

First quarter 2026 results include Transaction expenses, strategic restructuring costs, and a benefit related to the FDIC special assessment. Excluding these items, adjusted earnings per diluted share would have been $1.571 for the quarter ended March 31, 2026.

On February 3, 2026, Webster entered into a transaction agreement with Banco Santander, S.A. (“Banco Santander”), under which Banco Santander will acquire Webster in a cash and stock transaction (the “Transaction”).

“Webster’s financial results reflect our colleagues’ commitment to execution amidst a dynamic economic environment,” said John R. Ciulla, Chairman and Chief Executive Officer. “Our proposed transaction with Banco Santander will enhance our ability to support our clients and the communities we serve, while unlocking new opportunities for growth. We are making significant progress planning for the integration of two highly complementary banking organizations.”

Highlights for the first quarter of 2026:

•Revenue2 of $735.9 million

•Period end loans and leases balance of $57.2 billion, up $0.7 billion, or 1.2 percent from prior quarter

•Period end deposits balance of $69.0 billion, up $0.3 billion, or 0.4 percent, from prior quarter.

•Provision for credit losses of $54.0 million

•Return on average assets of 1.16 percent

•Return on average tangible common equity of 16.18 percent1

•Net interest margin of 3.36 percent, up 1 basis point from prior quarter

•Common equity tier 1 ratio of 11.42 percent3

•Efficiency ratio of 46.83 percent1

•Tangible common equity ratio of 7.39 percent1

“Webster’s distinctive franchise continues to produce strong profitability, capital generation, and growth,” said Neal Holland, Senior Executive Vice President and Chief Financial Officer. “Loans, deposits, and tangible book value per share exhibited solid growth both linked-quarter and year-over-year.”

1 See “Non-GAAP to GAAP Reconciliations” section beginning on page 20.

2 Total revenue reflects the sum of Net interest income and Non-interest income.

3 Presented as preliminary for March 31, 2026.

Under the terms of the transaction agreement, Webster’s common stockholders will receive $48.75 in cash and 2.0548 Banco Santander ordinary shares, which will be delivered in the form of American Depository Receipts, for each Webster share. The completion of the Transaction is subject to customary conditions, including the receipt of Webster stockholder approval and required regulatory approvals, and is anticipated to close in the second half of 2026. In light of the proposed Transaction with Banco Santander, Webster will no longer provide a forward-looking financial outlook.

Consolidated financial performance:

Quarterly net interest income compared to the first quarter of 2025:

•Net interest income was $634.4 million, compared to $612.2 million.

•Net interest margin was 3.36 percent, compared to 3.48 percent. The yield on interest-earning assets decreased by 26 basis points, and the cost of deposits and interest-bearing liabilities decreased by 18 basis points.

•Average interest-earning assets totaled $78.3 billion, an increase of $5.5 billion, or 7.5 percent.

•Average loans and leases totaled $57.1 billion, an increase of $4.5 billion, or 8.6 percent.

•Average deposits totaled $69.5 billion, an increase of $4.5 billion, or 7.0 percent.

Quarterly provision for credit losses:

•The provision for credit losses was $54.0 million, compared to $42.0 million in the prior quarter, and $77.5 million a year ago.

•Net charge-offs were $41.2 million, compared to $49.5 million in the prior quarter, and $55.0 million a year ago. The ratio of net charge-offs to average loans and leases was 0.29 percent, compared to 0.35 percent in the prior quarter, and 0.42 percent a year ago.

•The allowance for credit losses on loans and leases represented 1.28 percent of total loans and leases, compared to 1.27 percent at December 31, 2025, and 1.34 percent at March 31, 2025.

•The allowance for credit losses on loans and leases represented 140 percent of non-performing loans and leases, compared to 144 percent at December 31, 2025, and 126 percent at March 31, 2025.

Quarterly non-interest income compared to the first quarter of 2025:

•Total non-interest income was $101.5 million, compared to $92.6 million, an increase of $8.9 million. The increase is primarily driven by increased client hedging activities, the change in the credit valuation adjustment, increased revenues from Ametros, higher deposit service fees, and the acquisition of SecureSave, partially offset by lower loan prepayment and syndication fees.

Quarterly non-interest expense compared to the first quarter of 2025:

•Total non-interest expense was $379.1 million, compared to $343.6 million, an increase of $35.5 million. Total non-interest expense includes $9.1 million in Transaction expenses, $3.6 million in strategic restructuring costs, and a $0.7 million benefit related to the FDIC special assessment. Excluding those items, total non-interest expense increased $23.5 million. The increase is primarily driven by higher compensation and benefits costs.

Quarterly income taxes compared to the first quarter of 2025:

•Income tax expense was $56.5 million, compared to $56.7 million, and the effective tax rate was 18.7 percent, compared to 20.0 percent. Despite an increase in pre-tax income for the quarter ended March 31, 2026, income tax expense decreased $0.2 million, primarily due to the recognition of higher net discrete tax benefits related to stock-based compensation, as compared to a year ago. The decrease in the effective tax rate was also primarily due to the recognition of those higher net discrete tax benefits.

Investment securities:

•Total investment securities, net, were $18.4 billion, compared to $18.0 billion at December 31, 2025, and $17.7 billion at March 31, 2025. The carrying value includes $560.1 million of net unrealized losses on available-for-sale securities, compared to $457.5 million at December 31, 2025, and $580.4 million at March 31, 2025. The carrying value does not include $876.9 million of net unrealized losses on the held-to-maturity portfolio, compared to $801.1 million at December 31, 2025, and $893.3 million at March 31, 2025.

Loans and leases:

•Total loans and leases were $57.2 billion, compared to $56.6 billion at December 31, 2025, and $53.1 billion at March 31, 2025. Compared to December 31, 2025, commercial loans and leases increased by $393.0 million, commercial real estate loans increased by $234.2 million, residential mortgages increased by $0.4 million, and consumer loans increased by $23.7 million. Compared to March 31, 2025, commercial loans and leases increased by $2.4 billion, commercial real estate loans increased by $1.2 billion, residential mortgages increased by $477.0 million, and consumer loans increased by $121.8 million.

•Loan originations for the portfolio were $3.7 billion, compared to $4.5 billion in the prior quarter, and $2.7 billion a year ago.

Asset quality:

•Total non-performing loans and leases were $522.5 million, compared to $500.7 million at December 31, 2025, and $564.4 million at March 31, 2025. The ratio of total non-performing loans and leases to total loans and leases was 0.91 percent, compared to 0.88 percent at December 31, 2025, and 1.06 percent at March 31, 2025.

•Past due loans and leases were $148.8 million, compared to $66.5 million at December 31, 2025, and $87.2 million at March 31, 2025. The increase from the prior quarter is primarily driven by commercial real estate, commercial non-mortgage, and residential mortgages. The increase from a year ago is primarily driven by commercial real estate and residential mortgages.

Deposits and borrowings:

•Total deposits were $69.0 billion, compared to $68.8 billion at December 31, 2025, and $65.6 billion at March 31, 2025. The ratio of core deposits to total deposits1 was 90.4 percent, compared to 87.5 percent at December 31, 2025, and 88.5 percent at March 31, 2025. The loan to deposit ratio was 82.9 percent, compared to 82.3 percent at December 31, 2025, and 80.9 percent at March 31, 2025.

•Total borrowings were $5.6 billion, compared to $4.3 billion at December 31, 2025, and $3.9 billion at March 31, 2025.

Capital:

•The return on average common stockholders’ equity and the return on average tangible common stockholders’ equity1 were 10.35 percent and 16.18 percent, respectively, compared to 10.91 percent and 17.10 percent, respectively, in the prior quarter, and 9.94 percent and 15.93 percent, respectively, a year ago.

•The tangible equity1 and tangible common equity1 ratios were 7.74 percent and 7.39 percent, respectively, compared to 7.77 percent and 7.42 percent, respectively, at December 31, 2025, and 7.80 percent and 7.43 percent, respectively, at March 31, 2025.

•The common equity tier 1 ratio2 was 11.42 percent, compared to 11.20 percent at December 31, 2025, and 11.25 percent at March 31, 2025.

•Book value per common share and tangible book value per common share1 were $57.33 and $37.59, respectively, compared to $57.12 and $37.20, respectively, at December 31, 2025, and $52.91 and $33.97, respectively, at March 31, 2025.

1 See “Non-GAAP to GAAP Reconciliations” section beginning on page 20.

2 Presented as preliminary for March 31, 2026, and actual for the remaining periods.

Reportable segments:

Commercial Banking

Webster’s Commercial Banking segment delivers financial solutions nationally 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 Real Estate, Middle Market, Sponsor and Specialty Finance, Verticals and Regional Banking, Asset Based Lending and Commercial Services, and Treasury Management. Commercial Banking’s Private Banking team also pairs holistic wealth solutions, including tailored lending, with commercial banking services. At March 31, 2026, Commercial Banking had $44.4 billion in loans and leases and $17.8 billion in deposits, as well as a combined $2.8 billion in assets under administration (“AUA”) and assets under management (“AUM”).

Commercial Banking Operating Results:

Percent

Three months ended March 31, Favorable/

(In thousands) 2026 2025 (Unfavorable)

Net interest income $ 326,977 $ 319,123 2.5 %

Non-interest income 32,169 28,958 11.1

Operating revenue 359,146 348,081 3.2

Non-interest expense 118,321 106,582 (11.0)

Pre-tax, pre-provision net revenue $ 240,825 $ 241,499 (0.3) %

Percent

March 31, Increase/

(In thousands) 2026 2025 (Decrease)

Loans and leases $ 44,387,462 $ 40,790,670 8.8 %

Deposits 17,839,627 16,572,502 7.6

AUA / AUM (off-balance sheet) 2,775,639 2,957,462 (6.1)

Pre-tax, pre-provision net revenue decreased $0.7 million, to $240.8 million, in the quarter as compared to a year ago. Net interest income increased $7.9 million, to $327.0 million, primarily driven by higher average loan and deposit balances, partially offset by a lower net spread on loans and leases. Non-interest income increased $3.2 million, to $32.2 million, primarily driven by increased client hedging activity and direct investment gains, partially offset by lower loan syndication and prepayment fees. Non-interest expense increased $11.7 million, to $118.3 million, primarily driven by higher compensation and benefits costs, increased investments in technology and operational process improvements, and higher loan workout expenses.

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 account 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 March 31, 2026, Healthcare Financial Services had $17.2 billion in total footings, comprising $10.7 billion in deposits and $6.5 billion in AUA through linked investment accounts.

Healthcare Financial Services Operating Results:

Percent

Three months ended March 31, Favorable/

(In thousands) 2026 2025 (Unfavorable)

Net interest income $ 100,033 $ 96,361 3.8 %

Non-interest income 34,222 29,390 16.4

Operating revenue 134,255 125,751 6.8

Non-interest expense 61,752 55,720 (10.8)

Pre-tax, pre-provision net revenue $ 72,503 $ 70,031 3.5 %

March 31, Percent

(In thousands) 2026 2025 Increase

Number of accounts 3,616 3,482 3.8 %

Deposits $ 10,733,013 $ 10,245,003 4.8

Linked investment accounts (off-balance sheet) 6,460,633 5,108,311 26.5

Total footings $ 17,193,646 $ 15,353,314 12.0

Pre-tax, pre-provision net revenue increased $2.5 million, to $72.5 million, in the quarter as compared to a year ago. Net interest income increased $3.7 million, to $100.0 million, primarily driven by higher deposit balances, partially offset by lower deposit spreads. Non-interest income increased $4.8 million, to $34.2 million, primarily driven by increased revenues from Ametros, higher interchange fees, and the acquisition of SecureSave. Non-interest expense increased $6.0 million, to $61.8 million, also primarily driven by the acquisition of SecureSave, as well as higher compensation and benefits costs, marketing costs, and other expenses.

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 app and BrioDirect. At March 31, 2026, Consumer Banking had $12.9 billion in loans and $27.4 billion in deposits, as well as $7.4 billion in AUA.

Consumer Banking Operating Results:

Percent

Three months ended March 31, Favorable/

(In thousands) 2026 2025 (Unfavorable)

Net interest income $ 208,323 $ 202,064 3.1 %

Non-interest income 23,189 26,204 (11.5)

Operating revenue 231,512 228,268 1.4

Non-interest expense 126,267 122,656 (2.9)

Pre-tax, pre-provision net revenue $ 105,245 $ 105,612 (0.3) %

Percent

March 31, Increase/

(In thousands) 2026 2025 (Decrease)

Loans $ 12,854,090 $ 12,266,777 4.8 %

Deposits 27,444,754 27,797,351 (1.3)

AUA (off-balance sheet) 7,360,092 7,433,931 (1.0)

Pre-tax, pre-provision net revenue decreased $0.4 million, to $105.2 million, in the quarter as compared to a year ago. Net interest income increased $6.2 million, to $208.3 million, primarily driven by higher average loan balances and a higher interest rate spread on loans, partially offset by lower average deposit balances and a lower interest rate spread on deposits. Non-interest income decreased $3.0 million, to $23.2 million, primarily driven by lower investment services income and non-recurring gains from investment portfolio sales a year ago. Non-interest expense increased $3.6 million, to $126.3 million, primarily driven by higher compensation and benefits costs and operational support costs, partially offset by decreased investments in technology and lower occupancy and equipment costs.

***

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 approximately $86 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.

Media Contact

Alice Ferreira, 203-578-2610

acferreira@websterbank.com

Investor Contact

Emlen Harmon, 212-309-7646

eharmon@websterbank.com

Forward-Looking Statements

This press release contains statements that constitute “forward-looking statements” within the meaning of, and subject to the protections of, the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “achieve,” “anticipate,” “assume,” “believe,” “could,” “deliver,” “drive,” “enhance,” “estimate,” “expect,” “focus,” “future,” “goal,” “grow,” “guidance,” “intend,” “may,” “might,” “plan,” “position,” “potential,” “predict,” “project,” “opportunity,” “outlook,” “should,” “strategy,” “target,” “trajectory,” “trend,” “will,” “would,” and other similar words and expressions or the negative of such terms or other comparable terminology. Examples of forward-looking statements include, but are not limited to: statements about Webster’s business strategy, goals, and objectives; outlook for future growth; and future common stock dividends, common stock repurchases, and other uses of capital. 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: risks related to the proposed Transaction with Banco Santander including, among others, (1) the risk that the cost savings, synergies, and other benefits from the acquisition 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 Banco Santander operate; (2) the failure of the closing conditions in the Transaction Agreement by and among Webster, Banco Santander, and a wholly owned subsidiary of Webster providing for the Transaction to be satisfied, or any unexpected delay in closing the Transaction or the occurrence of any event, change, or other circumstances that could delay the Transaction or could give rise to the termination of the Transaction Agreement; (3) the outcome of any legal or regulatory proceedings or governmental inquiries or investigations that may be currently pending or later instituted against us, Banco Santander, or the combined company; (4) the possibility that the Transaction does not close when expected, or at all, because required regulatory, stockholder, or other approvals and other conditions to closing are not received or satisfied on a timely basis, or at all (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the proposed Transaction); (5) disruption to the parties’ businesses as a result of the announcement and pendency of the Transaction; (6) the costs associated with the anticipated length of time of the pendency of the Transaction, including the restrictions contained in the definitive Transaction Agreement on the ability of the Company to operate its business outside the ordinary course during the pendency of the Transaction; (7) risks related to management and oversight of the expanded business and operations of the combined company following the closing of the proposed Transaction; (8) the risk that the integration of our operations with Banco Santander’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; (9) the possibility that the Transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (10) reputational risk and potential adverse reactions of Webster’s or Banco Santander’s customers, employees, vendors, contractors, or other business partners, including those resulting from the announcement or completion of the Transaction; (11) the dilution caused by Banco Santander’s issuance of additional Banco Santander ordinary shares and corresponding American Depository Receipts in connection with the Transaction; (12) the possibility that any announcements relating to the Transaction could have adverse effects on the market price of Webster’s common stock, Banco Santander ordinary shares, and corresponding American Depository Receipts; (13) a material adverse change in Webster’s condition or Banco Santander’s condition; (14) the extent to which our or Banco Santander’s businesses perform consistent with management’s expectations; (15) Webster’s and Banco Santander’s ability to take advantage of growth opportunities and implement targeted initiatives in the timeframe and on the terms currently expected; (16) the possibility that the combined company is subject to additional regulatory requirements as a result of the proposed Transaction of expansion of the combined company’s business operations following the proposed Transaction; 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 and commodity markets, including as a result of tensions, violent confrontations, and other geopolitical developments; the impact of unrealized losses in Webster’s financial instruments, including in Webster’s available-for-sale securities portfolio and held-to-maturity 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 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, 2025, as amended, 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.

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, core deposits, adjusted return on average assets, adjusted return on average tangible common stockholders’ equity, adjusted return on average common stockholders’ equity, adjusted pre-tax net income, adjusted net income applicable to common stockholders, and adjusted diluted earnings per share (“EPS”). 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 and certain non-recurring transactions or events. The return on average tangible common stockholders’ equity 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. The adjusted return on average assets, adjusted return on average tangible common stockholders’ equity, adjusted return on average common stockholders’ equity, adjusted pre-tax net income, adjusted net income applicable to common stockholders, and adjusted diluted EPS 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 20 for Non-GAAP to GAAP reconciliations.

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”). By making this communication available, no advice or recommendation is being given to buy, sell or otherwise deal in any securities or investments whatsoever.

ADDITIONAL INFORMATION ABOUT THE TRANSACTION AND WHERE TO FIND IT

Banco Santander filed a registration statement on Form F-4 (File No. 333-294235) with the Securities and Exchange Commission (“SEC”) on March 12, 2026, and an amendment on April 20, 2026, to register the ordinary shares of Banco Santander underlying the Banco Santander American Depository Shares that will be issued to Webster stockholders in connection with the proposed Transaction. The registration statement includes a proxy statement of Webster that also constitutes a prospectus of Banco Santander. The registration statement was declared effective on

April 22, 2026. Banco Santander filed a prospectus on April 23, 2026, and Webster filed a definitive proxy statement on April 23, 2026. Webster commenced mailing of the definitive proxy statement/prospectus to Webster’s stockholders on or about April 24, 2026.

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM F-4 AND THE PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM F-4, AS WELL AS ANY OTHER RELEVANT DOCUMENTS THAT HAVE BEEN OR WILL BE FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION OR INCORPORATED BY REFERENCE INTO THE REGISTRATION STATEMENT ON FORM F-4 AND THE PROXY STATEMENT/PROSPECTUS AND ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION REGARDING WEBSTER, BANCO SANTANDER, THE TRANSACTION AND RELATED MATTERS.

Investors and security holders may obtain free copies of these documents and other documents filed with the SEC by Webster or Banco Santander through the website maintained by the SEC at https://www.sec.gov or by contacting the investor relations department of Webster or Banco Santander at:

Webster Financial Corporation Banco Santander, S.A.

200 Elm Street Ciudad Grupo Santander

Stamford, Connecticut 06902

Attention: Investor Relations

eharmon@websterbank.com 28660 Boadilla del Monte Spain

Attention: Investor Relations

investor@gruposantander.com

(212) 309-7646 +34 912899239

PARTICIPANTS IN THE SOLICITATION

Webster, Banco Santander and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Webster in connection with the Transaction under the rules of the SEC. Information regarding the directors and executive officers of Webster and Banco Santander is set forth in (i) Webster’s Amendment to No. 1 to its Annual Report on Form 10-K for the year ending December 31, 2025, including under the headings entitled “Director Independence”, “Non-Employee Director Compensation and Stock Ownership Guidelines”, “Compensation and Human Resources Committee Interlocks and Insider Participation”, “Executive Compensation”, “2025 Pay Versus Performance” and “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters”, which was filed with the SEC on April 24, 2026 and is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0000801337/000080133726000011/wbs-20251231.htm, and (ii) Banco Santander’s Annual Report on Form 20-F for the year ending December 31, 2025, including under the headings entitled “Directors and Senior Management”, “Compensation”, “Share Ownership” and “Majority Shareholders and Related Party Transactions”, which was filed with the SEC on February 27, 2026 and is available at https://www.sec.gov/Archives/edgar/data/san-20251231.htm/000089147826000030/0000891478-26-000030-index.html. To the extent holdings of each of Webster’s or Banco Santander’s securities by its directors or executive officers have changed since the amounts set forth in Webster’s definitive proxy statement for its 2025 Annual Meeting of Stockholders and in Banco Santander’s Annual Report on Form 20-F for the year ending December 31, 2025, such changes have been or will be reflected on Webster’s Statements of Change in Ownership on Form 4 filed with the SEC. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, are contained in the definitive proxy statement/prospectus of Webster and Banco Santander and other relevant materials filed with the SEC, as well as any amendments or supplements to those documents that have been or will be filed with the SEC. You may obtain free copies of these documents through the website maintained by the SEC at https://www.sec.gov.

WEBSTER FINANCIAL CORPORATION

Selected Financial Highlights

Three Months Ended

(In thousands, except per share and ratio data) March 31,

2026 December 31,

2025 September 30,

2025 June 30,

2025 March 31,

2025

Income and performance ratios:

Net income $ 246,231 $ 255,820 $ 261,217 $ 258,848 $ 226,917

Net income applicable to common stockholders 239,274 248,701 254,051 251,695 220,367

Earnings per common share - diluted 1.50 1.55 1.54 1.52 1.30

Return on average assets (annualized) 1.16 % 1.23 % 1.27 % 1.29 % 1.15 %

Return on average tangible common stockholders' equity (annualized) (1)

16.18 17.10 17.64 17.96 15.93

Return on average common stockholders’ equity (annualized) 10.35 10.91 11.23 11.31 9.94

Non-interest income as a percentage of total revenue (2)

13.79 15.19 13.77 13.22 13.14

Asset quality:

Allowance for credit losses on loans and leases $ 733,434 $ 719,411 $ 727,897 $ 722,046 $ 713,321

Non-performing assets 524,418 502,156 545,327 537,050 564,708

Allowance for credit losses on loans and leases / total loans and leases 1.28 % 1.27 % 1.32 % 1.35 % 1.34 %

Net charge-offs / average loans and leases (annualized) 0.29 0.35 0.28 0.27 0.42

Non-performing loans and leases / total loans and leases 0.91 0.88 0.99 1.00 1.06

Non-performing assets / total loans and leases plus other real estate owned and repossessed assets 0.92 0.89 0.99 1.00 1.06

Allowance for credit losses on loans and leases / non-performing loans and leases 140.36 143.69 133.82 135.08 126.39

Other ratios:

Tangible equity (1)

7.74 % 7.77 % 7.86 % 7.82 % 7.80 %

Tangible common equity (1)

7.39 7.42 7.50 7.46 7.43

Tier 1 Risk-Based Capital (3)

11.91 11.69 11.89 11.86 11.76

Total Risk-Based Capital (3)

13.89 13.67 14.68 14.05 13.96

Common equity tier 1 Risk-Based Capital (3)

11.42 11.20 11.39 11.35 11.25

Stockholders’ equity / total assets

11.19 11.29 11.37 11.40 11.47

Net interest margin 3.36 3.35 3.40 3.44 3.48

Efficiency ratio (1)

46.83 46.95 45.79 45.40 45.79

Equity and share related:

Common stockholders’ equity $ 9,289,670 $ 9,208,257 $ 9,178,698 $ 9,053,638 $ 8,920,175

Book value per common share 57.33 57.12 55.69 54.19 52.91

Tangible book value per common share (1)

37.59 37.20 36.42 35.13 33.97

Common stock closing price 69.42 62.94 59.44 54.60 51.55

Dividends and equivalents declared per common share 0.40 0.40 0.40 0.40 0.40

Common shares outstanding 162,049 161,216 164,817 167,083 168,594

Weighted-average common shares outstanding - basic 159,534 160,261 164,138 165,884 169,182

Weighted-average common shares - diluted 159,850 160,597 164,456 166,131 169,544

(1)See “Non-GAAP to GAAP Reconciliations” section beginning on page 20.

(2)Total revenue reflects the sum of Net interest income and Non-interest income.

(3)Presented as preliminary for March 31, 2026, and actual for the remaining periods.

WEBSTER FINANCIAL CORPORATION

Consolidated Balance Sheets

(In thousands) March 31,

2026 December 31,

2025 March 31,

2025

Assets:

Cash and due from banks $ 353,234 $ 370,748 $ 421,124

Interest-bearing deposits 2,506,930 2,078,777 2,091,152

Investment securities:

Available-for-sale 10,581,263 10,009,500 9,360,097

Held-to-maturity, net 7,838,979 7,969,575 8,297,927

Total investment securities, net 18,420,242 17,979,075 17,658,024

Loans held for sale 14,478 14,886 63,849

Loans and leases:

Commercial 23,288,371 22,895,350 20,880,826

Commercial real estate 22,569,080 22,334,846 21,383,144

Residential mortgages 9,600,026 9,599,577 9,123,000

Consumer 1,791,065 1,767,337 1,669,253

Total loans and leases 57,248,542 56,597,110 53,056,223

Allowance for credit losses on loans and leases (733,434) (719,411) (713,321)

Total loans and leases, net 56,515,108 55,877,699 52,342,902

Federal Home Loan Bank and Federal Reserve Bank stock 431,395 356,411 350,702

Deferred tax assets, net 186,604 195,740 249,395

Premises and equipment, net 428,182 432,035 422,425

Goodwill and other intangible assets, net 3,197,981 3,210,756 3,193,132

Cash surrender value of life insurance policies 1,292,770 1,271,457 1,255,074

Accrued interest receivable and other assets 2,237,664 2,286,079 2,231,971

Total assets $ 85,584,588 $ 84,073,663 $ 80,279,750

Liabilities and Stockholders’ Equity:

Deposits:

Demand $ 9,847,077 $ 10,082,854 $ 10,139,131

Interest-bearing checking 11,932,682 10,760,496 9,741,569

Health savings accounts 9,446,895 9,184,452 9,180,889

Money market 24,332,087 23,196,747 21,517,733

Savings 6,841,135 6,964,946 7,473,515

Certificates of deposit 5,848,150 6,078,549 6,036,144

Brokered certificates of deposit 791,690 2,491,769 1,486,248

Total deposits 69,039,716 68,759,813 65,575,229

Securities sold under agreements to repurchase 69,756 596,738 83,395

Federal Home Loan Bank advances 4,810,619 2,980,718 2,910,011

Long-term debt 738,312 739,454 907,410

Accrued expenses and other liabilities 1,352,536 1,504,704 1,599,551

Total liabilities 76,010,939 74,581,427 71,075,596

Preferred stock 283,979 283,979 283,979

Common stockholders’ equity 9,289,670 9,208,257 8,920,175

Total stockholders’ equity 9,573,649 9,492,236 9,204,154

Total liabilities and stockholders’ equity $ 85,584,588 $ 84,073,663 $ 80,279,750

WEBSTER FINANCIAL CORPORATION

Consolidated Statements of Income

Three Months Ended March 31,

(In thousands, except per share data) 2026 2025

Interest Income:

Interest and fees on loans and leases $ 776,610 $ 755,117

Interest on investment securities 193,100 194,469

Loans held for sale 18 15

Other interest and dividends 24,551 23,886

Total interest income 994,279 973,487

Interest Expense:

Deposits 316,624 326,383

Borrowings 43,252 34,912

Total interest expense 359,876 361,295

Net interest income 634,403 612,192

Provision for credit losses 54,000 77,500

Net interest income after provision for credit losses 580,403 534,692

Non-interest Income:

Deposit service fees 41,515 38,895

Loan and lease related fees 15,414 17,621

Wealth and investment services 7,209 7,789

Cash surrender value of life insurance policies 8,644 7,992

Gain on sale of investment securities, net — 220

Other income 28,681 20,089

Total non-interest income 101,463 92,606

Non-interest Expense:

Compensation and benefits 222,906 198,645

Occupancy 19,486 19,717

Technology and equipment 49,631 47,719

Intangible assets amortization 9,186 9,237

Marketing 4,699 4,027

Professional and outside services 22,542 17,226

Deposit insurance 16,300 16,345

Other expense 34,359 30,728

Total non-interest expense 379,109 343,644

Income before income taxes 302,757 283,654

Income tax expense 56,526 56,737

Net income 246,231 226,917

Preferred stock dividends (4,163) (4,163)

Income allocated to participating securities (2,794) (2,387)

Net income applicable to common stockholders $ 239,274 $ 220,367

Weighted-average common shares outstanding - basic 159,534 169,182

Weighted-average common shares - diluted 159,850 169,544

Earnings per Common Share:

Basic $ 1.50 $ 1.30

Diluted 1.50 1.30

WEBSTER FINANCIAL CORPORATION

Five Quarter Consolidated Statements of Income

Three Months Ended

(In thousands, except per share data) March 31,

2026 December 31,

2025 September 30,

2025 June 30,

2025 March 31,

2025

Interest Income:

Interest and fees on loans and leases $ 776,610 $ 793,570 $ 794,668 $ 775,203 $ 755,117

Interest on investment securities 193,100 200,024 201,321 197,766 194,469

Loans held for sale 18 205 3,988 7 15

Other interest and dividends 24,551 25,333 28,325 27,611 23,886

Total interest income 994,279 1,019,132 1,028,302 1,000,587 973,487

Interest Expense:

Deposits 316,624 344,078 355,504 339,738 326,383

Borrowings 43,252 42,201 41,131 39,667 34,912

Total interest expense 359,876 386,279 396,635 379,405 361,295

Net interest income 634,403 632,853 631,667 621,182 612,192

Provision for credit losses 54,000 42,000 44,000 46,500 77,500

Net interest income after provision for credit losses 580,403 590,853 587,667 574,682 534,692

Non-interest Income:

Deposit service fees 41,515 38,486 39,576 40,934 38,895

Loan and lease related fees 15,414 19,010 16,404 17,657 17,621

Wealth and investment services 7,209 7,775 7,640 7,779 7,789

Cash surrender value of life insurance policies 8,644 8,520 7,535 9,172 7,992

Gain on sale of investment securities, net — — — — 220

Other income 28,681 39,559 29,751 19,115 20,089

Total non-interest income 101,463 113,350 100,906 94,657 92,606

Non-interest Expense:

Compensation and benefits 222,906 214,137 209,036 199,930 198,645

Occupancy 19,486 19,359 19,003 19,337 19,717

Technology and equipment 49,631 49,443 47,520 45,932 47,719

Intangible assets amortization 9,186 9,008 8,966 9,093 9,237

Marketing 4,699 6,827 4,953 5,171 4,027

Professional and outside services 22,542 21,767 17,815 18,394 17,226

Deposit insurance 16,300 3,979 15,621 15,061 16,345

Other expense 34,359 58,717 33,755 32,796 30,728

Total non-interest expense 379,109 383,237 356,669 345,714 343,644

Income before income taxes 302,757 320,966 331,904 323,625 283,654

Income tax expense 56,526 65,146 70,687 64,777 56,737

Net income 246,231 255,820 261,217 258,848 226,917

Preferred stock dividends (4,163) (4,163) (4,162) (4,162) (4,163)

Income allocated to participating securities (2,794) (2,956) (3,004) (2,991) (2,387)

Net income applicable to common stockholders $ 239,274 $ 248,701 $ 254,051 $ 251,695 $ 220,367

Weighted-average common shares outstanding - basic 159,534 160,261 164,138 165,884 169,182

Weighted-average common shares - diluted 159,850 160,597 164,456 166,131 169,544

Earnings per Common Share:

Basic $ 1.50 $ 1.55 $ 1.55 $ 1.52 $ 1.30

Diluted 1.50 1.55 1.54 1.52 1.30

WEBSTER FINANCIAL CORPORATION

Consolidated Average Balances, Interest, Average Yields/Rates, and Net Interest Margin on a Fully Tax-equivalent Basis

Three Months Ended March 31,

2026 2025

(Dollars in thousands) Average

Balance Interest Income/Expense Average Yield/Rate Average

Balance Interest Income/Expense Average Yield/Rate

Assets:

Interest-earning assets:

Loans and leases $ 57,106,092 $ 789,336 5.53 % $ 52,568,406 $ 766,388 5.84 %

Investment securities 18,626,911 195,731 4.20 18,113,958 196,809 4.35

Federal Home Loan and Federal Reserve Bank stock 381,312 4,498 4.78 323,982 3,954 4.95

Interest-bearing deposits 2,206,596 20,053 3.64 1,819,496 19,932 4.38

Loans held for sale 14,100 18 0.50 28,732 15 0.21

Total interest-earning assets 78,335,011 $ 1,009,636 5.16 % 72,854,574 $ 987,098 5.42 %

Non-interest-earning assets 6,761,702 6,410,395

Total assets $ 85,096,713 $ 79,264,969

Liabilities and Stockholders’ Equity:

Interest-bearing liabilities:

Demand $ 10,120,435 $ — — % $ 10,280,570 $ — — %

Interest-bearing checking 11,288,211 45,269 1.63 9,709,820 40,899 1.71

Health savings accounts 9,562,306 3,946 0.17 9,307,517 3,560 0.16

Money market 23,968,546 181,059 3.06 21,114,901 183,107 3.52

Savings 6,847,778 23,719 1.40 7,104,607 28,143 1.61

Certificates of deposit 5,892,336 44,968 3.10 6,047,194 54,942 3.68

Brokered certificates of deposit 1,836,424 17,663 3.90 1,402,350 15,732 4.55

Total deposits 69,516,036 316,624 1.85 64,966,959 326,383 2.04

Securities sold under agreements to repurchase 179,787 1,062 2.36 244,560 1,676 2.74

Federal Home Loan Bank advances 3,535,915 33,860 3.83 2,112,301 23,589 4.47

Long-term debt 722,150 8,330 4.61 886,235 9,647 4.35

Total borrowings 4,437,852 43,252 3.90 3,243,096 34,912 4.31

Total deposits and interest-bearing liabilities 73,953,888 $ 359,876 1.97 % 68,210,055 $ 361,295 2.15 %

Non-interest-bearing liabilities 1,504,587 1,809,884

Total liabilities 75,458,475 70,019,939

Preferred stock 283,979 283,979

Common stockholders’ equity 9,354,259 8,961,051

Total stockholders’ equity 9,638,238 9,245,030

Total liabilities and stockholders’ equity $ 85,096,713 $ 79,264,969

Tax-equivalent net interest income 649,760 625,803

Less: Tax-equivalent adjustments (15,357) (13,611)

Net interest income $ 634,403 $ 612,192

Net interest margin 3.36 % 3.48 %

WEBSTER FINANCIAL CORPORATION Five Quarter Loans and Leases

(In thousands) March 31,

2026 December 31,

2025 September 30,

2025 June 30,

2025 March 31,

2025

Loans and leases (actual):

Commercial non-mortgage $ 22,169,383 $ 21,664,119 $ 20,654,331 $ 19,943,097 $ 19,495,784

Asset-based lending 1,118,988 1,231,231 1,258,478 1,350,006 1,385,042

Commercial real estate 22,569,080 22,334,846 21,911,298 21,358,775 21,383,144

Residential mortgages 9,600,026 9,599,577 9,509,142 9,332,413 9,123,000

Consumer 1,791,065 1,767,337 1,718,832 1,687,668 1,669,253

Total loans and leases 57,248,542 56,597,110 55,052,081 53,671,959 53,056,223

Allowance for credit losses on loans and leases (733,434) (719,411) (727,897) (722,046) (713,321)

Total loans and leases, net $ 56,515,108 $ 55,877,699 $ 54,324,184 $ 52,949,913 $ 52,342,902

Loans and leases (average):

Commercial non-mortgage $ 21,947,141 $ 21,244,671 $ 20,451,639 $ 19,703,434 $ 19,167,596

Asset-based lending 1,171,324 1,259,776 1,289,208 1,360,288 1,409,177

Commercial real estate 22,571,488 22,082,606 21,508,546 21,302,161 21,338,147

Residential mortgages 9,634,148 9,584,853 9,416,499 9,228,988 8,985,033

Consumer 1,781,991 1,751,232 1,707,068 1,683,026 1,668,453

Total loans and leases $ 57,106,092 $ 55,923,138 $ 54,372,960 $ 53,277,897 $ 52,568,406

WEBSTER FINANCIAL CORPORATION

Five Quarter Non-performing Assets and Past Due Loans and Leases

(In thousands) March 31,

2026 December 31,

2025 September 30,

2025 June 30,

2025 March 31,

2025

Non-performing loans and leases:

Commercial non-mortgage $ 193,936 $ 174,073 $ 223,398 $ 231,458 $ 279,831

Asset-based lending 60,471 66,911 58,797 44,405 42,207

Commercial real estate 231,353 224,623 227,118 224,554 207,402

Residential mortgages 20,127 17,889 16,843 15,748 15,715

Consumer 16,662 17,188 17,772 18,357 19,243

Total non-performing loans and leases $ 522,549 $ 500,684 $ 543,928 $ 534,522 $ 564,398

Other real estate owned and repossessed assets:

Commercial non-mortgage $ 1,284 $ 1,082 $ 1,399 $ 2,528 $ 310

Residential mortgages 195 — — — —

Consumer 390 390 — — —

Total other real estate owned and repossessed assets $ 1,869 $ 1,472 $ 1,399 $ 2,528 $ 310

Total non-performing assets $ 524,418 $ 502,156 $ 545,327 $ 537,050 $ 564,708

Past due 30-89 days:

Commercial non-mortgage $ 26,812 $ 16,428 $ 10,934 $ 16,338 $ 27,304

Commercial real estate 89,105 24,962 27,812 16,241 33,030

Residential mortgages 21,790 15,194 17,000 12,664 16,406

Consumer 11,122 9,902 8,730 9,516 9,906

Total past due 30-89 days $ 148,829 $ 66,486 $ 64,476 $ 54,759 $ 86,646

Past due 90 days or more and accruing 9 — 1,152 — 507

Total past due loans and leases $ 148,838 $ 66,486 $ 65,628 $ 54,759 $ 87,153

Five Quarter Change in the Allowance for Credit Losses on Loans and Leases

Three Months Ended

(In thousands) March 31,

2026 December 31,

2025 September 30,

2025 June 30,

2025 March 31,

2025

ACL on loans and leases, beginning balance $ 719,411 $ 727,897 $ 722,046 $ 713,321 $ 689,566

Provision 55,239 41,005 44,205 45,126 78,712

Charge-offs:

Commercial portfolio 40,225 48,492 37,914 39,792 55,566

Consumer portfolio 3,997 2,994 2,034 1,446 1,052

Total charge-offs 44,222 51,486 39,948 41,238 56,618

Recoveries:

Commercial portfolio 1,017 556 765 3,250 942

Consumer portfolio 1,989 1,439 829 1,587 719

Total recoveries 3,006 1,995 1,594 4,837 1,661

Total net charge-offs 41,216 49,491 38,354 36,401 54,957

ACL on loans and leases, ending balance $ 733,434 $ 719,411 $ 727,897 $ 722,046 $ 713,321

ACL on unfunded loan commitments $ 22,879 $ 24,117 $ 23,117 $ 22,824 $ 21,443

WEBSTER FINANCIAL CORPORATION

Non-GAAP to GAAP Reconciliations

Three Months Ended

(In thousands, except ratio data) March 31,

2026 December 31,

2025 September 30,

2025 June 30,

2025 March 31,

2025

Efficiency ratio:

Non-interest expense $ 379,109 $ 383,237 $ 356,669 $ 345,714 $ 343,644

Less: Foreclosed property activity 43 (577) 1,535 541 517

Intangible assets amortization 9,186 9,008 8,966 9,093 9,237

Operating lease depreciation — — 3 9 16

Charitable contribution to the Webster Foundation — 20,000 — — —

Asset disposal and contract termination costs — 6,966 — — —

Acquisition-related expenses (1)

9,145 1,129 — — —

Strategic restructuring costs (2)

3,636 — — — —

FDIC special assessment (684) (10,318) — — —

Adjusted non-interest expense $ 357,783 $ 357,029 $ 346,165 $ 336,071 $ 333,874

Net interest income $ 634,403 $ 632,853 $ 631,667 $ 621,182 $ 612,192

Add: Tax-equivalent adjustment 15,357 14,903 14,258 13,870 13,611

Non-interest income 101,463 113,350 100,906 94,657 92,606

Other income (3)

12,828 9,142 9,234 10,528 11,032

Less: Operating lease depreciation — — 3 9 16

Gain on sale of investment securities, net — — — — 220

Gain on redemption of long-term debt — 9,767 — — —

Adjusted income $ 764,051 $ 760,481 $ 756,062 $ 740,228 $ 729,205

Efficiency ratio 46.83% 46.95% 45.79% 45.40% 45.79%

Return on average tangible common stockholders’ equity:

Net income $ 246,231 $ 255,820 $ 261,217 $ 258,848 $ 226,917

Less: Preferred stock dividends 4,163 4,163 4,162 4,162 4,163

Add: Intangible assets amortization, tax-effected 6,676 6,565 6,534 6,627 6,732

Adjusted net income $ 248,744 $ 258,222 $ 263,589 $ 261,313 $ 229,486

Adjusted net income, annualized basis $ 994,976 $ 1,032,888 $ 1,054,356 $ 1,045,252 $ 917,944

Average stockholders’ equity $ 9,638,238 $ 9,513,033 $ 9,440,148 $ 9,294,023 $ 9,245,030

Less: Average preferred stock 283,979 283,979 283,979 283,979 283,979

Average goodwill and other intangible assets, net 3,203,998 3,190,386 3,180,111 3,188,946 3,198,123

Average tangible common stockholders’ equity $ 6,150,261 $ 6,038,668 $ 5,976,058 $ 5,821,098 $ 5,762,928

Return on average tangible common stockholders’ equity 16.18% 17.10% 17.64% 17.96% 15.93%

(1)Acquisition-related expenses reflect Transaction expenses for the three months ended March 31, 2026, and SecureSave acquisition expenses for the three months ended December 31, 2025.

(2)Strategic restructuring costs reflect severance charges.

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

WEBSTER FINANCIAL CORPORATION

Non-GAAP to GAAP Reconciliations

(In thousands, except ratio and per share data) March 31,

2026 December 31,

2025 September 30,

2025 June 30,

2025 March 31,

2025

Tangible equity ratio:

Stockholders’ equity $ 9,573,649 $ 9,492,236 $ 9,462,677 $ 9,337,617 $ 9,204,154

Less: Goodwill and other intangible assets, net 3,197,981 3,210,756 3,175,747 3,184,039 3,193,132

Tangible stockholders’ equity $ 6,375,668 $ 6,281,480 $ 6,286,930 $ 6,153,578 $ 6,011,022

Total assets $ 85,584,588 $ 84,073,663 $ 83,192,652 $ 81,914,270 $ 80,279,750

Less: Goodwill and other intangible assets, net 3,197,981 3,210,756 3,175,747 3,184,039 3,193,132

Tangible assets $ 82,386,607 $ 80,862,907 $ 80,016,905 $ 78,730,231 $ 77,086,618

Tangible equity ratio 7.74% 7.77% 7.86% 7.82% 7.80%

Tangible common equity ratio:

Tangible stockholders’ equity $ 6,375,668 $ 6,281,480 $ 6,286,930 $ 6,153,578 $ 6,011,022

Less: Preferred stock 283,979 283,979 283,979 283,979 283,979

Tangible common stockholders’ equity $ 6,091,689 $ 5,997,501 $ 6,002,951 $ 5,869,599 $ 5,727,043

Tangible assets $ 82,386,607 $ 80,862,907 $ 80,016,905 $ 78,730,231 $ 77,086,618

Tangible common equity ratio 7.39% 7.42% 7.50% 7.46% 7.43%

Tangible book value per common share:

Tangible common stockholders’ equity $ 6,091,689 $ 5,997,501 $ 6,002,951 $ 5,869,599 $ 5,727,043

Common shares outstanding 162,049 161,216 164,817 167,083 168,594

Tangible book value per common share $ 37.59 $ 37.20 $ 36.42 $ 35.13 $ 33.97

Core deposits:

Total deposits $ 69,039,716 $ 68,759,813 $ 68,175,644 $ 66,314,425 $ 65,575,229

Less: Certificates of deposit 5,848,150 6,078,549 6,202,906 6,069,447 6,036,144

Brokered certificates of deposit 791,690 2,491,769 1,372,907 1,850,438 1,486,248

Core deposits $ 62,399,876 $ 60,189,495 $ 60,599,831 $ 58,394,540 $ 58,052,837

WEBSTER FINANCIAL CORPORATION

Non-GAAP to GAAP Reconciliations

(In thousands) Three Months Ended

March 31, 2026

Adjusted return on average assets:

Net income $ 246,231

Add: Transaction expenses, tax-effected 8,768

Strategic restructuring costs, tax-effected (1)

2,643

FDIC special assessment, tax-effected (497)

Adjusted net income $ 257,145

Adjusted net income, annualized basis $ 1,028,580

Average assets $ 85,096,713

Adjusted return on average assets 1.21 %

Adjusted return on average tangible common stockholders’ equity:

Net income $ 246,231

Less: Preferred stock dividends 4,163

Add: Intangible assets amortization, tax-effected 6,676

Transaction expenses, tax-effected 8,768

Strategic restructuring costs, tax-effected (1)

2,643

FDIC special assessment, tax-effected (497)

Adjusted net income $ 259,658

Adjusted net income, annualized basis $ 1,038,632

Average stockholders’ equity $ 9,638,238

Less: Average preferred stock 283,979

Average goodwill and other intangible assets, net 3,203,998

Average tangible common stockholders’ equity $ 6,150,261

Adjusted return on average tangible common stockholders’ equity 16.89 %

Adjusted return on average common stockholders’ equity:

Average stockholders’ equity $ 9,638,238

Less: Average preferred stock 283,979

Average common stockholders’ equity $ 9,354,259

Net income 246,231

Less: Preferred stock dividends 4,163

Add: Transaction expenses, tax-effected 8,768

Strategic restructuring costs, tax-effected (1)

2,643

FDIC special assessment, tax-effected (497)

Adjusted income $ 252,982

Adjusted income, annualized basis $ 1,011,928

Adjusted return on average common stockholders’ equity 10.82 %

GAAP to adjusted reconciliation: Three Months Ended March 31, 2026

(In thousands, except per share data) Pre-Tax Income Income Applicable to Common Stockholders Diluted EPS

Reported (GAAP) $ 302,757 $ 239,274 $ 1.50

Transaction expenses 9,145 8,768 0.05

Strategic restructuring costs (1)

3,636 2,643 0.02

FDIC special assessment (684) (497) —

Adjusted (non-GAAP) $ 314,854 $ 250,188 $ 1.57

(1)Strategic restructuring costs reflect severance charges.

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