MEZZANINE AND STOCKHOLDER'S EQUITY |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| MEZZANINE AND STOCKHOLDER'S EQUITY | MEZZANINE AND STOCKHOLDER'S EQUITY At September 30, 2026, the Company had 530,391,043 shares of common stock outstanding to its parent, Santander. Except as discussed in Note 1 to these Condensed Consolidated Financial Statements related to the contribution of Webster, the Company did not have any contributions of cash from Santander for the years to date ended September 30, 2026 or 2025. Refer to Note 1 to these Condensed Consolidated Financial Statements for discussion of the contribution of Webster. During the year to date ended September 30, 2026, the Company paid total dividends, including dividends on common and preferred stock, to Santander in the amount of $385 million. NOTE 11. MEZZANINE AND STOCKHOLDER'S EQUITY (continued) Preferred Stock Activities The following reflects the activities in Preferred stock for the nine-months ended September 30, 2026:
In connection with the completion of the Webster transaction, the Company acquired Webster’s outstanding Series F and Series G preferred stock having aggregate liquidation preferences of $150 million and $135 million, respectively. At the closing of the transaction, the Webster Series F and Series G preferred stock were replaced by Series H and Series I preferred stock, respectively, as discussed further below, issued to holders of the Webster Series F and G preferred shares. The Series H and Series I preferred stock represented replacement securities for the corresponding Webster Series F and Series G preferred stock and maintained substantially the same economic terms, including dividend rates and liquidation preferences. Following these transactions, no shares of Webster Series F or Series G preferred stock are outstanding. On August 20, 2026, the Company issued 6,000,000 depositary shares, representing 6,000 shares of Series H preferred stock. Dividends on the Series H preferred stock are payable when, as and if authorized by the Company's Board of Directors or a duly authorized committee thereof. Dividends will accrue on a non-cumulative basis a rate of 5.25% per annum, payable quarterly in arrears. The shares of Series H preferred stock are redeemable in whole or in part for cash, at the Company's option, at a redemption price of $25,000 per share (equivalent to $25 per depository share), subject to the prior approval of the Federal Reserve. On November 6, 2026, the Company announced that it will redeem all of the Series H preferred stock. The redemption will occur on December 15, 2026. The Depositary Shares will be redeemed at a redemption price of $25 per Depositary Share. The redemption price does not include the regular quarterly dividend that was previously declared and that will be paid separately on December 15, 2026 to holders of record as of the close of business on November 30, 2026. On August 20, 2026, the Company issued 5,400,000 depositary shares, representing 135,000 shares of Series I preferred stock. Dividends on the Series I preferred stock are payable when, as and if authorized by the Company's Board of Directors or a duly authorized committee thereof. Dividends will accrue on a non-cumulative basis at a rate of 6.5% per annum, payable quarterly in arrears. The shares of Series I preferred stock are redeemable in whole or in part for cash, at the Company's option, at a redemption price of $1,000 per share (equivalent to $25 per depository share), subject to the prior approval of the Federal Reserve. On October 15, 2026 the Company completed the previously announced redemption of all outstanding Series I preferred stock for $135 million, plus accrued and unpaid dividends through the redemption date. The Series I preferred stock had a carrying value of $128 million at the time of redemption. Following this redemption, no shares of Series I preferred stock remain outstanding, and the Series I preferred stock was delisted. Mezzanine Equity On August 27, 2026, the Company issued 500,000 shares of Series J preferred stock. Dividends on the Series J preferred stock are payable when, as and if authorized by the Company's Board of Directors or a duly authorized committee thereof. From and including August 27, 2026 to but excluding December 21, 2031, dividends will accrue on a non-cumulative basis at a rate of 7.27% per annum, payable quarterly in arrears. From and including December 21, 2031, dividends on the Series J preferred stock will accrue on a non-cumulative basis at the five-year U.S. Treasury rate as of the most recent re-set dividend determination date plus 2.98% for each dividend re-set period, payable quarterly in arrears. The Company may redeem the Series J preferred stock on, among others, any dividend payment date on or after December 31, 2031. As of September 30, 2026, Santander was the sole holder of the Series J preferred stock.
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