[8-K] WEBSTER FINANCIAL CORP Reports Material Event

Rhea-AI Filing Summary

Webster Financial Corporation reported compensation adjustments for Senior Executive Vice President and CFO Neal Holland. The Board’s Compensation and Human Resources Committee approved a one-time grant of $500,000 in restricted stock, which vests on the third anniversary of the grant date under the Webster 2021 Stock Incentive Plan.

Effective September 22, 2025, Mr. Holland’s base salary was set at $730,000. His target annual cash incentive award was set at 125% of base salary, and his target annual long-term incentive awards were set at 200% of base salary. The adjustments recognize his rapid integration, significant contributions, and importance in implementing Webster’s strategic plan.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________ 

FORM 8-K

_________________________ 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 23, 2025

 _________________________ 

WEBSTER FINANCIAL CORPORATION

 _________________________________________

(Exact name of registrant as specified in its charter)

Delaware

001-31486

06-1187536

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

200 Elm Street, Stamford, Connecticut 06902

(Address and zip code of principal executive offices)

203-578-2202

(Registrant’s telephone number, including area code)

______________________________________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbols			Name of each exchange on which registered
Common Stock, par value $0.01 per share			WBS			New York Stock Exchange
Depositary Shares, each representing 1/1000th interest in a share of 5.25% Series F Non-Cumulative Perpetual Preferred Stock			WBS-PrF			New York Stock Exchange
Depositary Shares, each representing 1/40th interest in a share of 6.50% Series G Non-Cumulative Perpetual Preferred Stock			WBS-PrG			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Compensatory Agreements of Certain Officers

On October 23, 2025, the Compensation and Human Resources Committee of the Board of Directors of Webster Financial Corporation (“Webster” or the “Company”) approved certain compensation adjustments for Senior Executive Vice President and Chief Financial Officer Neal Holland to recognize his rapid integration and significant contributions to Webster, and his importance in implementing Webster's strategic plan. The approved compensation included a one time grant of $500,000 of Webster restricted stock with a time-based vesting on the third anniversary of the grant date pursuant to the Webster 2021 Stock Incentive Plan. Additionally, the Compensation and Human Resources Committee set Mr. Holland's base salary at $730,000, his target annual cash incentive award at 125% of his annual base salary and his target annual long-term incentive awards at 200% of his annual base salary, effective September 22, 2025.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits

Exhibit Number						Description
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

									WEBSTER FINANCIAL CORPORATION
									(Registrant)
Date: October 24, 2025									/s/ Kristy Berner
									Kristy Berner
									Executive Vice President and General Counsel

FAQ

What compensation changes did WBS announce for its CFO?

Webster approved a one-time $500,000 restricted stock grant, a base salary of $730,000, a target cash incentive at 125% of salary, and long-term incentives at 200% of salary.

When are the new compensation terms effective for WBS's CFO?

The base salary and incentive targets are effective September 22, 2025.

How does the restricted stock for WBS’s CFO vest?

The $500,000 restricted stock vests on the third anniversary of the grant date under the 2021 Stock Incentive Plan.

What is Neal Holland’s new base salary at WBS?

His base salary is $730,000.

What are the incentive targets for WBS’s CFO?

Target annual cash incentive: 125% of base salary; target annual long-term incentives: 200% of base salary.

Why did WBS adjust the CFO’s compensation?

To recognize his rapid integration, significant contributions, and role in implementing Webster’s strategic plan.