the historical audited consolidated financial statements of Santander Holdings USA, Inc. (“SHUSA” or the “Company”) and the related notes, and Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed on March 2, 2026;

the historical unaudited condensed consolidated financial statements of the Company and the related notes, and Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in the Company’s Quarterly Report on Form 10-Q for the three-month period ended March 31, 2026 filed on May 4, 2026;

the historical audited consolidated financial statements of Webster Financial Corporation (“Webster”) and the related notes, included as Exhibit 99.1 to the Form 8-K to which this exhibit is attached; and

the historical unaudited condensed consolidated financial statements of Webster and the related notes, included as Exhibit 99.2 to the Form 8-K to which this exhibit is attached.

ASSETS

Cash and cash equivalents

Federal funds sold and securities purchased under resale agreements or similar arrangements

Investment securities

Loans held for investment (LHFI)

ALLL

Net LHFI

LHFS

Premises and equipment, net

Operating lease assets, net

Goodwill

Intangible assets, net

BOLI

Restricted cash ⁽¹⁾

Other assets ⁽²⁾

TOTAL ASSETS

LIABILITIES

Deposits and other customer accounts

Federal funds purchased and securities loaned or sold under repurchase agreements

Trading liabilities

Borrowings and other debt obligations

Accounts payable, accrued expenses, and other liabilities

TOTAL LIABILITIES

MEZZANINE EQUITY

Preferred stock (no par value; 2,000,000 shares outstanding)

STOCKHOLDER’S EQUITY

Preferred stock

Common stock and paid-in capital

Treasury stock

Accumulated other comprehensive loss, net of tax

(Accumulated deficit) / retained earnings

TOTAL STOCKHOLDER’S EQUITY

TOTAL LIABILITIES, MEZZANINE AND STOCKHOLDER’S EQUITY

Includes $29.6 million of restricted cash that was included in Webster’s historical Cash and due from banks and $5.1 million of restricted cash that was included in Webster’s Interest-bearing deposits.

Includes $169.7 million of right-of-use assets that was included in Webster’s historical Premises and equipment, net.

Webster
Historical

for the three
months ended

INTEREST INCOME:

Loans

Interest-earning deposits

Interest and fees on federal funds sold and securities purchased under resale agreements or similar arrangements

Investment securities

TOTAL INTEREST INCOME

INTEREST EXPENSE:

Deposits and other customer accounts

Interest expense on federal funds purchased and securities loaned or sold under repurchase agreements

Interest expense on trading liabilities

Borrowings and other debt obligations

TOTAL INTEREST EXPENSE

NET INTEREST INCOME

Credit loss expense

NET INTEREST INCOME AFTER CREDIT LOSS EXPENSE

NON-INTEREST INCOME:

Consumer and commercial fees

Capital markets and foreign exchange income

Lease income

Miscellaneous income, net

TOTAL FEES AND OTHER INCOME

Securities gains, net

TOTAL NON-INTEREST INCOME

GENERAL, ADMINISTRATIVE AND OTHER EXPENSES:

Compensation and benefits

Occupancy and equipment expenses

Technology, outside service and marketing expense

Loan expense⁽¹⁾

Lease expense

Other expenses

TOTAL GENERAL, ADMINISTRATIVE AND OTHER EXPENSES

INCOME BEFORE INCOME TAX

Income tax provision

NET INCOME

Includes $6.2 million of loan expense that was included in Webster’s historical Other expenses.

INTEREST INCOME:

Loans

Interest-earning deposits

Interest and fees on federal funds sold and securities purchased under resale agreements or similar arrangements

Investment securities

TOTAL INTEREST INCOME

INTEREST EXPENSE:

Deposits and other customer accounts

Interest expense on federal funds purchased and securities loaned or sold under repurchase agreements

Interest expense on trading liabilities

Borrowings and other debt obligations

TOTAL INTEREST EXPENSE

NET INTEREST INCOME

Credit loss expense

NET INTEREST INCOME AFTER CREDIT LOSS EXPENSE

NON-INTEREST INCOME:

Consumer and commercial fees

Capital markets and foreign exchange income

Lease income

Miscellaneous income, net

TOTAL FEES AND OTHER INCOME

Securities gains, net

TOTAL NON-INTEREST INCOME

GENERAL, ADMINISTRATIVE AND OTHER EXPENSES:

Compensation and benefits

Occupancy and equipment expenses

Technology, outside service and marketing expense

Loan expense⁽¹⁾

Lease expense

Other expenses

TOTAL GENERAL, ADMINISTRATIVE AND OTHER EXPENSES

INCOME BEFORE INCOME TAX

Income tax provision

NET INCOME

Includes $32.4 million of loan expense that was included in Webster historical Other expenses.

Webster shares outstanding

Exchange ratio

ADSs to be issued in the Transaction

Cash consideration per Webster share (in $)

Cash consideration ($ in thousands)

Relative per share value of ADSs based on closing price as of May 26, 2026 (in dollars) ⁽¹⁾

Estimated share consideration at May 26, 2026 ($ in thousands)

Estimated total consideration ($ in thousands)

Estimated total consideration and goodwill would increase $415.9 million and decrease $(415.9) million with a +10% / -10% change in the relative per share value of Santander ADSs, respectively.

Fair value of consideration to be transferred ⁽¹⁾

Fair value of assets:

Cash, and cash equivalents

Investment securities

Loans held for investment, net

Other intangible assets

All other assets (includes $75,202 of deferred taxes on purchase accounting fair value adjustments)

Total assets to be acquired

Fair value of liabilities:

Deposits and other customer accounts

Federal funds purchased and securities loaned or sold under repurchase agreements

Borrowings and other debt obligations

Accounts payable, accrued expenses, and other liabilities

Total liabilities to be acquired

Fair value of net assets to be acquired

Plus: Preferred stock to be acquired

Goodwill recognized

Estimated as of May 26, 2026

Identified intangible assets:

Core deposit intangibles - core deposits

Core deposit intangibles - health saving accounts

Core deposit intangibles - workers comp administration funds

Customer relationships

Fair value adjustment to held-to-maturity debt securities to reflect a current market rate of interest as of March 31, 2026 for similar types of securities, resulting in a net discount of $801.1 million which will be accreted into interest income over the estimated remaining life of the held-to-maturity debt securities portfolio.

Fair value adjustment to loans and leases to reflect a current market rate of interest for loans as of March 31, 2026 with similar terms, resulting in a non-credit discount of $895.1 million, which will be accreted into interest income over the estimated remaining life of the loan portfolio.

Fair value adjustment to eliminate Webster’s allowance for credit losses of $733.4 million at March 31, 2026 and to record the Company’s preliminary estimate of credit losses for the loans to be acquired of $862.0 million. The Company adopted ASU 2025-08, Purchased Loans, and will record its initial estimate of the allowance for credit losses using the gross-up method, resulting in an additional allowance for loan losses of $128.6 million and an increase in the cost basis of the loans.

Fair value adjustment to reverse Webster’s existing goodwill of $2.9 billion, and to record preliminary estimated goodwill associated with the Transaction of $5.8 billion.

Fair value adjustment to eliminate Webster’s core deposit and other intangibles of $299.5 million at March 31, 2026 and record a core deposit intangible of $1.8 billion and other intangibles of $80.7 million.

Adjustment to deferred tax assets calculated at the statutory rate in effect of 26.0% to reflect the impact of the fair value adjustments to the assets and liabilities to be acquired.

Fair value adjustment to time deposits calculated as the present value of contractual payments discounted at a market rate as of March 31, 2026.

Fair value adjustment to Federal Home Loan Bank (“FHLB”) advances and long-term debt calculated as the present value of contractual payments discounted at a market rate as of March 31, 2026.

Adjustment to record the capital contribution of Webster from Santander to the Company for $12.1 billion and to eliminate the additional paid-in capital of Webster.

Adjustment to eliminate components of Webster’s equity (common stock at par value, retained earnings, treasury stock and accumulated other comprehensive income).

Preferred stock reflects the conversion of Webster’s Series F and Series G Preferred Stock into a newly-issued series of the Company’s preferred stock with substantially the same terms. The fair value of the newly-issued preferred stock of the Company is preliminarily estimated to be equivalent to the carrying value of Webster’s preferred stock.

Fiscal Year

($ in thousands)

2026

2027

2028

2029

2030

Represents the accretion of the fair value adjustment on loans into interest income over an estimated life of 6 years and an effective interest rate of 5.88%.

Represents the accretion of the fair value adjustment on held-to-maturity debt securities into interest income over a weighted average term of 5.0 years using the effective interest method at a weighted average interest rate return of 5.18%.

Represents the amortization of the fair value adjustment on time deposits over an estimated term of 5 years using the effective interest method.

Represents the amortization of the fair value adjustment on (i) FHLB advances over an estimated term of 15 years using the straight-line method and (ii) long-term debt over an estimated term of 6.8 years using the straight-line method.

Represents the amortization of the fair value adjustment on the core deposit intangibles and customer relationship intangibles utilizing the straight-line method. Refer to Note 3 above for estimated amortization periods.

Represents the increased amortization expense for unvested Webster equity awards replaced with Santander ADSs upon acquisition.

Represents the impact of pro forma adjustments to the income tax provision calculated at the statutory rate in effect.