Santander Group announced that it will temporarily suspend its €5.03 billion share‑buyback program while the U.S. regulator reviews the company’s $12.3 billion acquisition of Webster Financial Corporation. The suspension, effective from April 24 to May 26, is a regulatory requirement because the deal involves share‑based consideration and a shareholder vote.
The buyback program, launched on February 4, 2026, was originally scheduled to run through the second half of 2025. With the suspension, the program will resume on May 27 and the end date has been extended to August 20, 2026, ensuring that shareholders still receive the planned capital return.
The Webster transaction is a cash‑and‑stock deal that will give Santander a top‑10 U.S. retail and commercial bank by assets and a top‑five deposit franchise in the Northeast. Analysts project the deal to generate 7%‑8% earnings accretion, a 15% return on invested capital and about $800 million in cost synergies, while accelerating the U.S. return on tangible equity to 18% by 2028.
Santander’s recent financials underscore its capacity to fund the acquisition and maintain buyback commitments. In Q4 2025 the bank posted earnings per share of $0.28, beating the $0.25 consensus, and reported a €3.4 billion profit in Q1 2025, up 19% year‑over‑year. The company’s record 2025 profit of €14.1 billion and a return on tangible equity that rose from 8.1% to 16.3% reflect disciplined cost management and a growing customer base of 180 million.
The suspension has already influenced market sentiment, with the stock trading lower in pre‑market sessions on April 23. Earlier, the announcement of the acquisition on February 3 triggered a 7.8% drop as investors weighed the size of the deal against Santander’s strong earnings. The regulatory pause is a standard U.S. securities law requirement that limits buybacks during mergers involving shareholder votes and share‑based consideration.
Executive comments highlight the strategic fit and commitment to shareholder returns. Ana Botín said, “This is an exciting step forward for Santander Group, as it creates a stronger bank for our customers and the communities we serve. Webster is one of the most efficient and profitable banks among its peers and bringing together two highly complementary franchises will expand the products, technology and capabilities we can deliver, with clear revenue opportunities from a stronger, more capable combined franchise.” John R. Ciulla added, “This is an exciting combination that brings together complementary strengths and a shared commitment to excellence. As a larger organization, we will unlock greater scale, broader capabilities and new opportunities for growth — while remaining deeply focused on the people who define our success.” Héctor Blas, CFO, noted, “Customer base growing by 8 million new customers to 180 million. Our quarterly profit hit a new record, and with EUR 14.1 billion in 2025, we have reported our best ever annual results, driven by solid underlying growth across all our businesses. We achieved this by focusing on One Transformation, making excellent progress towards a common operating model and simplifying our products. This has enabled us to improve our efficiency to almost 41% and to increase our ROTE from 8.1% to 16.3%.”
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