Webster Financial Corp Files Form 15 to Suspend Debt Reporting Following Santander Merger

Overview of Filing

On September 30, 2026, Webster Financial Corporation (CIK: 0000801337) submitted a Form 15-12G to the U.S. Securities and Exchange Commission, providing certification and notice of termination of registration under Section 12(g) and suspension of duty to file reports under Sections 13 and 15(d) of the Securities Exchange Act of 1934.

Covered Securities

The certification covers the following debt instruments:

• 4.100% Senior Notes due 2029 (approx. 59 holders of record)
• 5.784% Fixed Rate Reset Subordinated Notes due 2035 (approx. 49 holders of record)

Webster indicated that no other classes of securities remain subject to duty to file reports under Section 13(a) or 15(d).

Relied-Upon Rule

• Rule 12h-3(b)(1)(i): Allows suspension of duty to file reports where the class of securities is held of record by less than 300 persons.

Transaction Background

As described in the Explanatory Note:

• On February 3, 2026, Webster entered into a transaction agreement with Banco Santander, S.A. and a Virginia subsidiary of Webster ("Webster Virginia").
• On August 20, 2026, Webster merged with and into Webster Virginia, after which Banco Santander acquired all outstanding common shares of Webster Virginia through a statutory share exchange.
• Banco Santander contributed the shares to Santander Holdings USA, Inc. ("SHUSA"), and Webster Virginia subsequently merged into SHUSA.
• The filing terminates Webster's reporting obligations; SHUSA assumed certain obligations under the notes and its own reporting obligations remain unaffected.