SEC Form 425 filed by Banco Santander S.A. Sponsored ADR (Spain)

Filed by Banco Santander, S.A.

Pursuant to Rule 425 under the Securities Act of 1933

Subject Company: Webster Financial Corporation

Commission File No.: 001-31486

Frontline comms for customers in USA - branches/telephone

The talking points and FAQ below can be referenced to answer questions that may be asked by customers after the announcement of Santander’s acquisition of Webster Financial Corporation (“Webster”).

Per the Corporate Communications policy, do not engage with the press. Should a member of the media reach out to you, contact Corporate Communications at [email protected].

Overview

Key Points

Relationship-based, local service will continue, now supported by the scale, stability, and investment capacity of one of the world’s largest banking groups.

Santander is committed to maintaining high levels of service throughout the integration, with experienced teams and proven processes focused on continuity for customers and communities.

Santander will continue investing in digital platforms, innovation, and customer experience to deliver faster, simpler, and more seamless banking.

The transaction strengthens Santander’s profitability and capital position in the U.S., supporting sustainable growth and continued investment for customers over time.

Big-picture questions

Q: What did Santander do – what does the acquisition relate to?

A: On Tuesday, February 3, Santander announced an agreement to acquire Webster. The transaction is subject to customary closing conditions, including regulatory approvals and the receipt of Webster and Santander shareholder approvals, and is expected to close in the second half of 2026. Until that process is complete, the two banks continue to operate separately.

Q: Why is Santander buying another bank?

A: The acquisition of Webster supports Santander’s long-term strategy to grow responsibly and better serve customers by expanding our capabilities, locations, and products while maintaining the same focus on safety, service, and customer experience.

Q: When will the acquisition be completed?

A: The transaction is subject to customary closing conditions, including regulatory approvals and the receipt of Webster and Santander shareholder approvals, and is expected to close in the second half of 2026. That process takes time. Until then, nothing changes for customers

Q: What does regulatory approval mean, and why does it take time?

A: Bank acquisitions must be reviewed and approved by local regulators to ensure they are safe, sound, and in customers’ best interests. Santander US is part of a global banking group, but it operates under U.S. law and supervision. U.S. regulators are responsible for reviewing and approving this transaction. In addition, given that Santander is subject to supervision by the ECB, authorization from the ECB is also required. Regulatory reviews take time, and during this process, the banks continue to operate separately. Nothing changes for customers unless and until the transaction is approved and completed.

Q: Will the bank name change?

A: There are no immediate changes to bank names. If branding changes happen in the future, customers would be notified clearly and well in advance.

Q: I have an account with Webster. Can I now visit Santander branches/contact call center for service?
A: The banks will remain separate until the applicable closing conditions are fulfilled, including obtaining regulatory approvals and shareholder approval from both Webster and Santander, the transaction closes, and the banks are integrated. As this all takes time, you will not be able to bank at a Santander branch with respect to your Webster accoun for now. Future changes would be communicated in advance.

Q: In the period before regulatory approval of the acquisition of Webster, will there be any changes to my Webster product (i.e. current account, savings account, mortgage, etc.) as a result of the acquisition?

A: There are no changes to customers’ products or services, as the acquisition remains subject to customary closing conditions, including regulatory approvals and the receipt of Webster and Santander shareholder approvals.

Q: Will complaint handling or dispute resolution change during the acquisition?

A: No. Complaint handling and dispute resolution processes remain the same. Customers should continue using existing channels unless notified otherwise.

Q: Does this acquisition affect Santander’s financial strength?

A: No. Santander remains well capitalized and financially strong. This transaction is consistent with our disciplined approach to growth and risk management.

Q: Does Santander’s global ownership affect how my U.S. accounts are protected?

A: No. Santander US operates as a U.S. bank, subject to U.S. regulation, and customer deposits are protected under U.S. law, including FDIC insurance.

Q: How will I be notified if anything changes?

A: If anything changes that affects you, we will notify you directly using the contact information on your account – such as mail, email or secure message – well in advance.

Q: Where can I find updates and learn more?

A: Customers can speak with their branch team or contact customer service any time. We’ll also provide updates directly to customers as the process moves forward.

Accounts, money, and safety

Q: Is my money safe?

A: Yes, your money is safe. All customer deposits remain protected, including FDIC insurance up to $250,000, just as they are today.

Q: Is my personal or financial information secure?

A: Yes. Your personal and financial information remains protected under the same privacy and security standards as today. There are no changes to how your data is safeguarded, and we take extra care to protect customer information during any transition.

Q: Will my information be shared between Santander and Webster?

A: The banks operate separately, until the transaction is approved and completed. Any future changes related to systems or data would follow strict regulatory and security requirements and would be communicated to customers clearly and in advance.

Q: What if there is an issue with my account related to the acquisition?

A: If you experience any issue, you should contact your usual branch or customer service team. We are committed to resolving issues promptly and ensuring customers are not negatively impacted during the transition.

Q: Do I need to move my money or open a new account?

A: No. Customers do not need to take any action. Your accounts will remain the same.

Q: Will FDIC insurance still apply after the acquisition?

A: Yes. FDIC insurance coverage continues to $250,000 at each FDIC-insured bank. Customers will be notified if any action is ever required.

Q: Will account numbers or routing numbers change?

A: Not at this time. If any changes are planned in the future, customers will receive advance notice and clear instructions.

Day-to-day banking

Q: Will my debit card, checks, or credit card still work?

A: Yes. Your cards, checks, and access to your accounts continue to work as they do today.

Q: Will online banking or the mobile app change?

A: No immediate changes are planned. Customers should continue using online and mobile banking as usual.

Q: Will branch hours or locations change?

A: There are no immediate changes to branch hours or locations, and we have clear processes to manage any future changes carefully. If any changes are planned in the future, customers would be notified in advance.

Q: Are you going to be closing Webster branches as a result of the acquisition?

A: The transaction is subject to customary closing conditions, including regulatory approvals and the receipt of Webster and Santander shareholder approvals, and no decisions have been made about branches. If any changes occur in the future, customers will be informed clearly and ahead of time.

Q: Will fees or interest rates change?

A: There are no immediate changes to fees or rates. Customers will be notified ahead of time if anything changes.

Q: Who should I contact if I have a problem with my loan or account?

A: You should continue contacting the same branch or customer service team you use today. That will not change unless you are notified directly.

Loans, mortgages, and credit

Q: Will my loan or mortgage terms change?

A: No. Loan terms remain the same.

Q: Should I keep making payments the same way?

A: Yes. Customers should continue making payments as they do today.

Q: Will the servicing of my loan change?

A: There are no immediate changes. If servicing changes in the future, customers will be informed in advance.

Q: I’m a business customer. Will my services or credit arrangements change?

A: There are no immediate changes. Business customers should continue using existing products, services, and contacts unless notified directly.

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 macroeconomic factors, such as changes in general economic conditions 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, 2024 (available at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0000801337/000080133725000004/wbs-20241231.htm), and Banco Santander’s Annual Report on Form 20-F for the year ended December 31, 2024 (available at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0000891478/000089147825000054/san-20241231.htm), 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 WHEN THEY BECOME AVAILABLE, AS WELL AS ANY OTHER RELEVANT DOCUMENTS 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, 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:

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, 2024, 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 28, 2025 and is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0000891478/000089147825000054/san-20241231.htm.  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, 2024, such changes have been or will be reflected on Webster’s Statements of Change of Ownership on Form 4 filed with the SEC and on Banco Santander’s Annual Report on Form 20-F for the year ending December 31, 2025. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the definitive proxy statement/prospectus of Webster and Banco Santander and other relevant materials to be filed with the SEC when they become available. You may obtain free copies of these documents through the website maintained by the SEC at https://www.sec.gov.