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WEBSTER FINANCIAL CORP (WBS) filed a Form 15 to terminate registration of its common stock under Section 12(g) and suspend its duty to file reports under Sections 13 and 15(d) of the Exchange Act. This follows a series of merger and restructuring steps involving Banco Santander, S.A. and Santander Holdings USA, Inc. (SHUSA).
Webster first merged into a wholly owned Virginia subsidiary, with each Webster common share converting into an equivalent share of Webster Virginia common stock. Banco Santander then acquired all Webster Virginia shares via a statutory share exchange and contributed them to SHUSA. Webster Virginia subsequently merged into SHUSA, with each Webster Virginia share converted into one share of SHUSA common stock. As a result, there are no holders of record of Webster common stock, supporting deregistration.
WEBSTER FINANCIAL CORP (WBS) is terminating the SEC registration and related reporting obligations for its 5.25% Non-Cumulative Perpetual Preferred Stock, Series F, and 6.50% Non-Cumulative Perpetual Preferred Stock, Series G, and their associated depositary shares, by filing a Form 15.
This follows a series of transactions under a February 3, 2026 agreement with Banco Santander, S.A., in which Webster merged into a Virginia subsidiary, was then indirectly acquired and ultimately merged into Santander Holdings USA, Inc. At each step, the Webster preferred series and their depositary shares were converted into equivalent preferred series of the surviving entities, and now into SHUSA Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series H and Series I. As a result, there are no remaining holders of record of the Webster preferred securities covered by this notice.
WEBSTER FINANCIAL CORP (WBS) director William E. Whiston reported disposing of common stock to the issuer in connection with Webster’s reincorporation merger with Webster Virginia Corporation and the related transaction with Banco Santander, S.A. On August 20, 2026, each Webster share was exchanged for the right to receive from Banco Santander 2.0548 American Depositary Shares and $48.75 in cash per share, with cash paid for fractional shares. As a result of this transaction, Whiston no longer beneficially owns any Webster common stock.
WEBSTER FINANCIAL CORP (WBS) reports that officer Marissa Weidner, Chief Corporate Responsibility Officer, disposed of her holdings of Webster common stock in connection with a corporate transaction. On August 20, 2026, 21,645 shares of Webster common stock were reported as a disposition to the issuer.
Under a Transaction Agreement among Banco Santander, S.A., Webster Financial Corporation and Webster Virginia Corporation, each Webster common share outstanding immediately prior to the effective time of a reincorporation merger was exchanged for the right to receive from Banco Santander 2.0548 Banco Santander American Depositary Shares plus $48.75 in cash, without interest, on the closing date. The closing price of Webster common stock on the last trading day before closing was $77.57. All fractional shares in the exchange were paid in cash, all of Weidner’s Webster equity awards were converted into equivalent Banco Santander equity awards, and she no longer beneficially owns any Webster common stock.
WEBSTER FINANCIAL CORP (WBS) reports that officer Charles L. Wilkins, Head of HSA Bank, disposed of 52,773 shares of Webster common stock in a disposition to the issuer tied to a reincorporation merger with Webster Virginia Corporation and a related transaction with Banco Santander, S.A. On August 20, 2026, each Webster share was exchanged for the right to receive 2.0548 Banco Santander American Depositary Shares and $48.75 in cash per share, and all fractional shares were paid in cash. Following this transaction, Wilkins no longer beneficially owns any Webster common stock.
WEBSTER FINANCIAL CORP (WBS) director Lauren States reported a disposition to the issuer of 15,941 shares of Common Stock on August 20, 2026. The shares were exchanged under a Transaction Agreement involving Banco Santander, S.A., Webster Financial Corporation and Webster Virginia Corporation in connection with a reincorporation merger. Each Webster share was exchanged for the right to receive from Banco Santander 2.0548 American Depositary Shares and $48.75 in cash, and fractional shares were paid in cash. Following this transaction, the reporting person no longer beneficially owns any Webster common stock.
WEBSTER FINANCIAL CORP (WBS) reports that Chief Risk Officer Jason E. Schugel disposed of 19,834.1920 shares of common stock in a disposition to the issuer on August 20, 2026. This occurred under a Transaction Agreement with Banco Santander, S.A., where each Webster share was exchanged for 2.0548 Banco Santander American Depositary Shares plus $48.75 in cash per share. Following this closing, Schugel no longer beneficially owns any Webster common stock, and his Webster equity awards were converted into equivalent Banco Santander equity awards.
WEBSTER FINANCIAL CORP (WBS) reports that Chief Credit Officer Jason A. Soto disposed of all his Webster common stock in connection with Webster’s reincorporation merger and acquisition by Banco Santander, S.A. On August 20, 2026, each Webster share was exchanged for the right to receive 2.0548 Banco Santander American Depositary Shares plus $48.75 in cash per share, and all fractional shares were paid in cash. Mr. Soto’s equity awards were converted into equivalent Banco Santander equity awards, and he no longer beneficially owns any Webster common stock, directly or indirectly.
WEBSTER FINANCIAL CORP (WBS) director Mark Pettie reported a disposition of 35,993 shares of Webster common stock on August 20, 2026. The shares were disposed of to Webster in connection with a reincorporation merger, under which each Webster share was exchanged for the right to receive from Banco Santander 2.0548 Banco Santander American Depositary Shares plus $48.75 in cash per share. Following this merger-related exchange, Pettie reports owning no Webster common shares.
WEBSTER FINANCIAL CORP (WBS) director Richard L. O'Toole reported a disposition to the issuer of 28,789 shares of common stock on August 20, 2026. The shares were exchanged under a February 3, 2026 transaction agreement tied to a reincorporation merger with Webster Virginia Corporation and Banco Santander, S.A. As a result, O'Toole no longer beneficially owns any Webster common stock.
Under the agreement, each Webster share outstanding immediately before the merger’s effective time was exchanged for the right to receive from Banco Santander 2.0548 Banco Santander American Depositary Shares plus $48.75 in cash, without interest, on the August 20, 2026 closing date. The closing price of Webster common stock on the last trading day before closing was $77.57, and any fractional shares were paid in cash.