WEBSTER FINANCIAL CORPWBS
WEBSTER FINANCIAL CORP Debt Disclosure
Borrowings
Securities Sold Under Agreements to Repurchase and Federal Funds Purchased
The following table summarizes securities sold under agreements to repurchase and federal funds purchased:
| December 31, | |||||||||||||||||
| 2025 | 2024 | ||||||||||||||||
| (Dollars in thousands) | Total Outstanding | Rate | Total Outstanding | Rate | |||||||||||||
Securities sold under agreements to repurchase (1) | $ | 596,738 | 3.32 | % | $ | 344,168 | 2.98 | % | |||||||||
Securities sold under agreements to repurchase and federal funds purchased (2) | $ | 596,738 | 3.32 | % | $ | 344,168 | 2.98 | % | |||||||||
(1)Securities sold under agreements to repurchase have an original maturity date of one year or less for the periods presented.
(2)There were no outstanding federal funds purchased at December 31, 2025, and 2024.
The Company’s repurchase agreement counterparties are limited to primary dealers in government securities and commercial and municipal customers through the Corporate Treasury function. The Company has the right of offset with respect to repurchase agreement assets and liabilities with the same counterparty when master netting agreements are in place. Securities sold under agreements to repurchase are presented as gross transactions at December 31, 2025, and 2024, since only liabilities are outstanding. Agency MBS securities, which had an aggregate carrying value of $625.3 million and $358.4 million at December 31, 2025, and 2024, respectively, are pledged to secure repurchase agreements. These Agency MBS securities are subject to changes in market value and, therefore, the Company may increase or decrease the level of securities pledged as collateral based upon movements in market value.
The following tables represent the offsetting of repurchase agreements that are subject to master netting agreements:
| December 31, 2025 | |||||||||||||||||||||||||||||||||||
| Gross Amounts of Recognized Liabilities | Gross Amounts Offset in the Statement of Financial Position | Net Amounts of Liabilities Presented in the Statement of Financial Position | Gross Amounts Not Offset in the Statement of Financial position | ||||||||||||||||||||||||||||||||
| (In thousands) | Financial Instruments (1) | Cash Collateral Pledged | Net Amount | ||||||||||||||||||||||||||||||||
| Repurchase agreements | $ | 494,420 | $ | — | $ | 494,420 | $ | 494,420 | $ | — | $ | — | |||||||||||||||||||||||
| December 31, 2024 | |||||||||||||||||||||||||||||||||||
| Gross Amounts of Recognized Liabilities | Gross Amounts Offset in the Statement of Financial Position | Net Amounts of Liabilities Presented in the Statement of Financial Position | Gross Amounts Not Offset in the Statement of Financial position | ||||||||||||||||||||||||||||||||
| (In thousands) | Financial Instruments (1) | Cash Collateral Pledged | Net Amount | ||||||||||||||||||||||||||||||||
| Repurchase agreements | $ | 209,961 | $ | — | $ | 209,961 | $ | 209,961 | $ | — | $ | — | |||||||||||||||||||||||
(1)Amounts disclosed are limited to the balance of securities sold under agreements to repurchase reported on the accompanying Consolidated Balance Sheets that are subject to master netting agreements and, accordingly, exclude excess collateral pledged. At December 31, 2025 and 2024, Agency MBS with a carrying amount of $520.1 million and $220.6 million, respectively, were pledged as collateral against such securities sold under agreements to repurchase, resulting in an excess collateral positions of $25.6 million and $10.6 million, respectively.
FHLB Advances
The following table summarizes information for FHLB advances:
| December 31, | |||||||||||||||||
| 2025 | 2024 | ||||||||||||||||
| (Dollars in thousands) | Total Outstanding | Weighted-Average Contractual Coupon Rate | Total Outstanding | Weighted-Average Contractual Coupon Rate | |||||||||||||
| Maturing within 1 year | $ | 2,970,000 | 3.44 | % | $ | 2,100,000 | 4.50 | % | |||||||||
| After 1 but within 2 years | 201 | — | — | — | |||||||||||||
| After 2 but within 3 years | 201 | 2.75 | 218 | — | |||||||||||||
| After 3 but within 4 years | 615 | 1.75 | 215 | 2.75 | |||||||||||||
| After 4 but within 5 years | 3,669 | 1.25 | 642 | 1.75 | |||||||||||||
| After 5 years | 6,032 | 2.16 | 9,033 | 2.02 | |||||||||||||
| Total FHLB advances | $ | 2,980,718 | 3.44 | % | $ | 2,110,108 | 4.49 | % | |||||||||
| Aggregate market value of assets pledged as collateral | $ | 16,331,016 | $ | 16,581,133 | |||||||||||||
| Remaining borrowing capacity at FHLB | 7,882,187 | 8,670,348 | |||||||||||||||
The Bank may borrow up to a discounted amount of eligible loans and securities that have been pledged as collateral to secure FHLB advances, which includes certain residential, multi-family, and commercial real estate loans, home equity lines of credit, Agency MBS, and Agency CMO. The Bank was in compliance with its FHLB collateral requirements at both December 31, 2025, and 2024.
Long-term Debt
The following table summarizes long-term debt:
| December 31, | ||||||||||||||
| (In thousands) | 2025 | 2024 | ||||||||||||
2029 senior notes (1) | $ | 317,398 | $ | 322,751 | ||||||||||
| 2029 subordinated notes | — | 274,000 | ||||||||||||
| 2030 subordinated notes | — | 225,000 | ||||||||||||
| 2035 subordinated notes | 350,000 | — | ||||||||||||
| 2033 junior subordinated notes | 77,320 | 77,320 | ||||||||||||
| Total senior and subordinated debt | 744,718 | 899,071 | ||||||||||||
| Discount on 2029 senior notes | (323) | (423) | ||||||||||||
| Debt issuance cost on 2029 senior notes | (869) | (1,137) | ||||||||||||
| Premium on 2029 subordinated notes | — | 4,435 | ||||||||||||
| Premium on 2030 subordinated notes | — | 7,239 | ||||||||||||
| Discount on 2035 subordinated notes | (2,545) | — | ||||||||||||
| Debt issuance cost on 2035 subordinated notes | (1,527) | — | ||||||||||||
Long-term debt (2) | $ | 739,454 | $ | 909,185 | ||||||||||
(1)The Company de-designated its fair value hedging relationship on these senior notes in 2020. A basis adjustment of $17.4 million and $22.8 million at December 31, 2025, and 2024, respectively, is included in the carrying value and is being amortized over the remaining life of the senior notes.
(2)The classification of debt as long-term is based on the initial terms of greater than one year as of the date of issuance.
2029 Senior Notes. On March 25, 2019, the Company issued $300.0 million in aggregate principal amount of 4.100% fixed-rate senior notes due on March 25, 2029 (the “2029 senior notes”). The 2029 senior notes are not convertible or exchangeable, and interest is payable semi-annually in arrears on March 25 and September 25 of each year. Prior to December 25, 2028, the 2029 senior notes may be redeemed by the Company at any time, in whole or in part, at a price equal to the greater of (i) the total principal amount to be redeemed and (ii) the sum of the present value of the remaining scheduled payments of principal and interest thereon, exclusive of interest accrued to the redemption date, discounted to the redemption date on a semi-annual basis at the Treasury rate plus 25 basis points, plus in any case any accrued and unpaid interest thereon, but excluding the redemption date. On or after December 25, 2028, the 2029 senior notes may be redeemed by the Company at any time, in whole or in part, at a redemption price equal to the total principal amount to be redeemed plus any accrued and unpaid interest thereon to, but excluding, the redemption date.
2029 Subordinated Notes. The Company assumed $274.0 million in aggregate principal amount of 4.000% fixed-to-floating rate subordinated notes due on December 30, 2029 (the “2029 subordinated notes”), in connection with the Sterling merger in 2022. The 2029 subordinated notes were issued by Sterling on December 16, 2019, and were not convertible or exchangeable. Prior to December 30, 2024, the interest rate was fixed at 4.000% and payable semi-annually in arrears on June 30 and December 30 of each year. Beginning on December 30, 2024, through the earlier of maturity or redemption, the 2029 subordinated notes bore interest at a floating rate per annum equal to three-month term SOFR plus 253 basis points, payable quarterly in arrears on March 30, June 30, September 30, and December 30 of each year, commencing on March 30, 2025. The interest rate on the 2029 subordinated notes yielded 6.840% on December 31, 2024. The 2029 subordinated notes were eligible to be redeemed by the Company, in whole or in part, on any interest payment date after December 30, 2024, at a price equal to the total principal amount plus any accrued and unpaid interest thereon to, but excluding the redemption date, or upon the occurrence of certain specified events.
The Company exercised its option to redeem the 2029 subordinated notes and, on December 30, 2025, repaid the outstanding $274.0 million principal balance due, plus any accrued and unpaid interest thereon, recognizing a $3.6 million gain upon debt extinguishment.
2030 Subordinated Notes. The Company assumed $225.0 million in aggregate principal amount of 3.875% fixed-to-floating rate subordinated notes due on November 1, 2030 (the “2030 subordinated notes”), in connection with the Sterling merger in 2022. The 2030 subordinated notes were issued by Sterling on October 30, 2020, and were not convertible or exchangeable. Prior to November 1, 2025, the interest rate was fixed at 3.875% and payable semi-annually in arrears on May 1 and November 1 of each year. Beginning on November 1, 2025, through the earlier of maturity or redemption, the 2030 subordinated notes bore interest at a floating rate per annum equal to three-month term SOFR plus 369 basis points, payable quarterly in arrears on February 1, May 1, August 1, and November 1 of each year, commencing on February 1, 2026. The 2030 subordinated notes were eligible to be redeemed by the Company, in whole or in part, on November 1, 2025, or any interest payment date thereafter, at a price equal to the total principal amount plus any accrued and unpaid interest thereon to, but excluding the redemption date, or upon the occurrence of certain specified events.
The Company exercised its option to redeem the 2030 subordinated notes and, on November 3, 2025, the next business day following the November 1, 2025 call date, repaid the outstanding $225.0 million principal balance due, plus any accrued and unpaid interest thereon, recognizing a $6.2 million gain upon debt extinguishment.
2035 Subordinated Notes. On September 11, 2025, the Company issued $350.0 million in aggregate principal amount of 5.784% fixed-rate reset subordinated notes due on September 11, 2035 (the “2035 subordinated notes”). The 2035 subordinated notes are not convertible or exchangeable, and interest is payable semi-annually in arrears on March 11 and September 11 of each year. Prior to September 11, 2030, the interest rate is fixed at 5.784%. On and after September 30, 2030, through the earlier of maturity or redemption, the 2035 subordinated notes will bear interest at a rate per annum equal to the U.S. Treasury Rate for a -year maturity plus 212.5 basis points. The 2035 subordinated notes may be redeemed by the Company (i) in whole, but not in part, on September 11, 2030, (ii) in whole or in part, at any time or from time to time, on or after June 11, 2035, and (iii) upon the occurrence of certain events, in each case at a redemption price equal to 100% of the principal amount to be redeemed plus accrued and unpaid interest to, but excluding, the date of redemption.
2033 Junior Subordinated Notes. On September 17, 2003, the Company issued $77.3 million in aggregate principal amount of floating-rate junior subordinated notes due September 17, 2033 (the “2033 junior subordinated notes”). The 2033 junior subordinated notes are held in Webster Statutory Trust I, a statutory business trust which was created for the purpose of issuing trust preferred securities. Additional information regarding the Webster Statutory Trust I can be found in Note 14: Variable Interest Entities. The 2033 junior subordinated notes are not convertible or exchangeable, and interest is payable quarterly in arrears on March 17, June 17, September 17, and December 17 of each year. The interest rate on the 2033 junior subordinated notes varies quarterly based on 3-month SOFR plus a credit spread adjustment plus a market spread of 2.95%, which yielded 6.92% and 7.56% at December 31, 2025, and 2024, respectively. Prior to February 3, 2026, the Company was able to redeem its 2033 junior subordinated notes quarterly, in whole or in part, at a price equal to the total principal amount to be redeemed plus any accrued and unpaid interest thereon to the redemption date. However, in accordance with the Transaction Agreement with Banco Santander, effective as of February 3, 2026, the Company is restricted from redeeming any of its outstanding debt through the completion of the Transaction.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 27, 2026 | Showing above |
| 2024 | Mar 3, 2025 | |
| 2023 | Feb 27, 2024 | |
| 2022 | Mar 10, 2023 | |
| 2021 | Feb 25, 2022 | |
| 2020 | Feb 26, 2021 | |
| 2019 | Feb 28, 2020 | |
| 2018 | Mar 1, 2019 | |
| 2017 | Mar 1, 2018 | |
| 2016 | Mar 1, 2017 | |
| 2015 | Feb 29, 2016 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.