REG - Banco Santander S.A. - Temporary suspension of the share buyback program

Banco Santander SAAnnouncement

23/04/2026 07:30

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RNS Number : 6410B  Banco Santander S.A.  23 April 2026

Banco Santander, S.A. ("Banco Santander" or the "Bank"), in compliance with
the Securities Market legislation, hereby announces the following:

 

OTHER RELEVANT INFORMATION

 

Further to the inside information notice dated 4 February 2026 (official
registry number 3077) regarding the commencement of the share buyback
programme (the "Buyback Programme"), Banco Santander hereby announces that, in
accordance with the US regulations applicable to the acquisition of Webster
Financial Corporation ("Webster" and the "Acquisition"), and given that the
consideration for the Acquisition includes shares in the Bank, the Buyback
Programme will be temporarily suspended. Such suspension will take place
between 24 April 2026 1  (#_ftn1) , as a result of the calling of the meeting
where Webster's stockholders will vote on the Acquisition (the "Stockholders'
Meeting"), and 26 May 2026, the day on which the Stockholders' Meeting will
take place, both inclusive.

Consequently, the Buyback Programme is expected to be resumed on 27 May 2026,
and the indicative duration of the Buyback Programme is now expected to run to
20 August 2026, inclusive.

 

 

Boadilla del Monte (Madrid), 23 April 2026

 

 

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"). No investment activity should be undertaken on the basis of
the information contained in this communication. By making this communication
available, no advice or recommendation is being given to buy, sell or
otherwise deal in any securities or investments whatsoever.

Forward-looking Statements

This communication contains statements that constitute "forward-looking
statements" within the meaning of, and subject to the protections of, Section
27A of the Securities Act, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, and the safe harbor provisions of the U.S.
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. Forward-looking statements include, but are
not limited to, statements about business strategy, goals and objectives,
projected financial and operating results, including outlook for future
growth, and future share dividends, share repurchases and other uses of
capital. These statements are not historical facts, but instead represent our
beliefs regarding future events, many of which, by their nature, are
inherently uncertain and outside of our control. As forward-looking statements
involve significant risks and uncertainties, readers are cautioned not to
place undue reliance on such statements.

 

Webster Financial Corporation's ("Webster") and Banco Santander S.A.'s ("Banco
Santander") actual results, financial condition and achievements may differ
materially from those indicated in these forward-looking statements. Important
factors that could cause Webster's and Banco Santander's actual results,
financial condition and achievements to differ materially from those indicated
in such forward-looking statements include, in addition to those set forth in
Webster's and Banco Santander's filings with the U.S. Securities and Exchange
Commission (the "SEC"): (1) the risk that the cost savings, synergies and
other benefits from the acquisition of Webster by Banco Santander (the
"Transaction") 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 Webster, 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 Webster 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
Webster's 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 ordinary shares and corresponding American depositary shares, each
representing the right to receive one of its ordinary shares ("ADSs"), 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 and Banco Santander's ordinary shares and ADSs; (13) a
material adverse change in the condition of Webster or Banco Santander; (14)
the extent to which Webster's or 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 inability to
sustain revenue and earnings growth; (17) the execution and efficacy of recent
strategic investments; (18) the impact of global conditions (e.g., an economic
downturn; higher volatility in the capital markets; inflation; deflation;
changes in demographics, consumer spending, investment or saving habits; and
the effects of the wars in Ukraine and in the Middle East or other hostilities
or the outbreak of public health emergencies on the global economy) and
monetary and fiscal policy, particularly on interest rates; (19) changes in
customer behavior; (20) unfavorable developments concerning credit quality;
(21) declines in the businesses or industries of Webster's or Banco
Santander's customers; (22) the possibility that the combined company is
subject to additional regulatory requirements as a result of the proposed
Transaction or expansion of the combined company's business operations
following the proposed Transaction; (23) general competitive, political and
market conditions and other factors that may affect future returns of Webster
and Banco Santander, including changes in asset quality and credit risk; (24)
security risks, including cybersecurity and data privacy risks, and capital
markets; (25) inflation; (26) the impact, extent and timing of technological
changes; (27) capital management activities; (28) competitive product and
pricing pressures; (29) the outcomes of legal and regulatory proceedings and
related financial services industry matters; and (30) compliance with
regulatory requirements. Any forward-looking statement made in this
communication is based solely on information currently available to us and
speaks only as of the date on which it is made.

 

Webster and Banco Santander undertake no obligation to publicly update any
forward-looking statement, whether written or oral, that may be made from time
to time, whether as a result of new information, future developments or
otherwise, except to the extent required by law.  These and other important
factors, including those discussed under "Risk Factors" in Webster's Annual
Report on Form 10-K for the year ended December 31, 2025 (available at:
http://www.sec.gov/Archives/edgar/data/wbs-20251231.htm/000080133726000008/0000801337-26-000008-index.html),
and Banco Santander's Annual Report on Form 20-F for the year ended December
31, 2025 (available at:
http://www.sec.gov/Archives/edgar/data/san-20251231.htm/000089147826000030/0000891478-26-000030-index.html),
as well as Webster's and Banco Santander's subsequent filings with the SEC,
may cause actual results, performance or achievements to differ materially
from those expressed or implied by these forward-looking statements. The
forward-looking statements herein are made only as of the date they were first
issued, and unless otherwise required by applicable securities laws, Webster
and Banco Santander disclaim any intention or obligation to update or revise
any forward-looking statements, whether as a result of new information, future
events, or otherwise.

 

ADDITIONAL INFORMATION ABOUT THE TRANSACTION AND WHERE TO FIND IT

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 http://www.sec.gov or by contacting the
investor relations department of Webster and Banco Santander at:

 

 Webster Financial Corporation     Banco Santander, S.A
 200 Elm Street                    Ciudad Grupo Santander
 Stamford, Connecticut 06902       28660 Boadilla del Monte Spain

Attention: Investor Relations
 Attention:  Investor Relations

                                 investor@gruposantander.com
 eharmon@websterbank.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
definitive proxy statement for its 2025 Annual Meeting of Stockholders,
including under the headings entitled "Director Nominees", "Director
Independence", "Non-Employee Director Compensation and Stock Ownership
Guidelines", "Compensation and Human Resources Committee Interlocks and
Insider Participation", "Executive Compensation", "2024 Pay Versus
Performance" and "Security Ownership of Certain Beneficial Owners and
Management", which was filed with the SEC on April 11, 2025 and is available
at
https://www.sec.gov/ix?doc=/Archives/edgar/data/0000801337/000080133725000015/wbs-20250411.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
http://www.sec.gov/Archives/edgar/data/san-20251231.htm/000089147826000030/0000891478-26-000030-index.html.
To the extent holdings of Webster'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, such changes have
been or will be reflected on Webster's Statements of Change of 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 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 (https://www.sec.gov) .

 

 1  (#_ftnref1) The day that the proxy statement/prospectus in respect of the
Acquisition will be first mailed to Webster's stockholders for purposes of the
Stockholders' Meeting, in accordance with the US regulations applicable.

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