Santander Completes Webster Acquisition and Issues 329,846,438 New Shares

Banco Santander has completed its acquisition of Webster Financial Corporation and executed a substantial non-cash capital increase on the same day.

The bank issued 329,846,438 new shares at an effective issue price of €10.7896 each. That gives the capital increase a total effective value of €3,558,911,127.4448, including both nominal value and share premium.

For shareholders, the immediate point is straightforward: the Webster transaction has moved from agreement to completion, while Santander's share count has increased. The new shares represent approximately 2.2455% of the bank's pre-transaction share capital and 2.1962% of its enlarged share capital.

The key figures

Detail	Figure
Webster acquisition completion date	20 August 2026
New shares issued	329,846,438
Effective issue price per share	€10.7896
Total capital increase	€3,558,911,127.4448
Total nominal value of increase	€164,923,219
Total share premium	€3,393,987,908.4448
New shares as percentage of previous capital	2.2455%
New shares as percentage of enlarged capital	2.1962%
Enlarged share capital	€7,509,582,970
Total shares following the increase	15,019,165,940
Nominal value per share	€0.50

These figures come from Santander's original company announcement.

Santander has completed the Webster acquisition

The most important operational development is that Santander completed its acquisition of Webster Financial Corporation on 20 August 2026, on the terms previously announced.

Completion matters because it removes the uncertainty that exists between announcing a transaction and actually closing it. However, this particular announcement is focused on legal completion and the associated share issuance. It does not provide fresh details about the acquisition's financial benefits, expected cost savings, integration timetable or impact on future earnings.

Those items are therefore not disclosed in this RNS.

Investors following Banco Santander shares will now need to watch how Webster is incorporated into the wider group and whether the acquisition delivers the strategic and financial results expected when the deal was announced.

How the capital increase works

Santander describes this as a capital increase through non-cash contributions. In plain English, the new shares were not issued through a conventional cash fundraising from investors. Instead, they were issued and paid up using non-cash consideration under the approved transaction structure.

The effective issue price was set at €10.7896 per new share. Each share has a nominal value of €0.50, with the remainder allocated to the share premium account.

That split produced:

• €164,923,219 of additional nominal share capital
• €3,393,987,908.4448 of additional share premium
• A combined effective capital increase of €3,558,911,127.4448

All 329,846,438 new shares have been fully subscribed and paid up, with delivery scheduled for the completion date.

The capital increase was previously approved at Santander's ordinary general shareholders' meeting on 27 March 2026. The latest announcement confirms the definitive number of shares and issue price rather than introducing a new fundraising proposal.

What does it mean for existing shareholders?

Issuing new shares increases the total number of shares across which ownership and future earnings are divided. Santander's share count now stands at 15,019,165,940.

The new shares represent 2.1962% of the enlarged share capital. Existing investors therefore experience dilution, meaning their percentage ownership of the bank is slightly lower unless they also receive part of the new issuance.

That dilution is not automatically negative. The relevant question is whether the assets and earnings added through the transaction create enough value to compensate for the larger share count.

This announcement does not provide enough information to answer that question. It contains no updated profit forecast, earnings-per-share estimate, return target or expected integration costs.

The percentage increase in the share count is also relatively clearly defined at 2.2455% compared with Santander's capital before the increase. That gives investors a firm starting point when assessing future per-share results.

Admission to trading is the next technical step

Santander said the public deed executing the capital increase would be filed with the Commercial Registry of Santander.

The bank will also request admission of the new shares to trading on the Spanish stock exchanges and the foreign exchanges where Santander shares are listed.

All Santander shares will belong to the same class and carry the same rights. This means the newly issued shares will not form a separate class with different voting or economic rights.

The announcement does not disclose the precise date on which the shares will begin trading on each relevant exchange.

The positives and risks for Santander investors

The clearest positive is certainty. Santander has completed the Webster acquisition and finalised the related capital increase rather than leaving either step conditional or unresolved.

The shares are fully subscribed and paid up, while the resulting capital structure has been clearly set out. The use of non-cash contributions also means this was not presented as a conventional cash call on shareholders.

There are still important questions. A completed acquisition must now be integrated, and the RNS does not provide new information on costs, synergies, execution risks or expected returns. Investors also have to account for the increased share count when looking at future earnings per share and dividends per share.

Santander investors have recently seen another significant banking transaction through Santander UK's completion of the £2.65 billion TSB acquisition. The Webster announcement is separate, but it again puts acquisition execution and capital allocation firmly in focus.

What investors should watch next

The next useful update should show what Webster contributes to Santander's reported financial performance. Revenue, profit, costs and any integration-related charges will be more informative than the legal completion notice alone.

Investors should also watch for confirmation that the 329,846,438 new shares have been admitted to trading across the relevant exchanges.

For now, the message is that the deal is done and the share issuance has been quantified. Santander has added 329,846,438 shares through a capital increase worth exactly €3,558,911,127.4448. The longer-term investment case will depend on whether the completed acquisition creates sufficient value to outweigh the resulting dilution and execution risk.