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WBS 8-K: Underwriting and Indenture Filed for 5.784% Subordinated Note

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Webster Financial Corporation disclosed filings related to a subordinated debt issuance and related underwriting and legal documents. The company executed an Underwriting Agreement dated September 4, 2025 with BofA Securities, Goldman Sachs, J.P. Morgan and Morgan Stanley as representatives of the underwriters. It also filed a Subordinated Debt Indenture and a First Supplemental Indenture dated September 11, 2025, and included the form of a 5.784% Fixed Rate Reset Subordinated Note. Legal opinions and consents from Davis Polk & Wardwell LLP are included, plus the cover page interactive data file. The filings document the debt instrument's structure, parties, and counsel but do not state proceeds, use of funds, or ratings.

Positive

  • Underwriting agreement executed with major banks (BofA, Goldman Sachs, J.P. Morgan, Morgan Stanley)
  • Legal and indenture documents filed for a subordinated debt instrument dated September 11, 2025
  • Coupon disclosed at 5.784%, giving a clear stated financing rate

Negative

  • No principal amount or net proceeds disclosed in the provided text, so financing scale is unknown
  • Subordinated status implies junior claim which can be less favorable to existing senior creditors
  • Fixed coupon of 5.784% represents a quantifiable interest cost to the company

Insights

Company completed documentation for a subordinated note offering with major underwriters.

The filing lists an Underwriting Agreement dated September 4, 2025 and indentures dated September 11, 2025, plus the operative form of a 5.784% Fixed Rate Reset Subordinated Note. This indicates the company has the legal and distribution framework in place to issue junior debt priced at the disclosed coupon.

The primary dependencies are the actual pricing, size, and allotment of the notes (not disclosed here). Watch for a separate notice or final prospectus that states the closing date, principal amount, and net proceeds within days to weeks.

The documents show planned subordinated debt, which is junior capital carrying a specified coupon.

Inclusion of a Subordinated Debt Indenture and a Fixed Rate Reset note form signals this instrument will rank behind senior creditors and may count toward regulatory or internal capital depending on terms. The disclosed 5.784% coupon is a concrete financing cost shown in the filing.

Key near-term items to monitor are the note principal amount and any terms affecting capital treatment; those factors determine the immediate impact on leverage and interest expense once the offering size is disclosed.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Understanding 8-K Material Events →
WEBSTER FINANCIAL CORP false 0000801337 0000801337 2025-09-04 2025-09-04 0000801337 us-gaap:CommonStockMember 2025-09-04 2025-09-04 0000801337 us-gaap:SeriesFPreferredStockMember 2025-09-04 2025-09-04 0000801337 us-gaap:SeriesGPreferredStockMember 2025-09-04 2025-09-04
 
 

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): September 4, 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)

   (I.R.S. Employer
Identification Number)

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
Symbol(s)

  

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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosures below under 8.01 of this Current Report on Form 8-K are also responsive to Item 2.03 of this Current Report on Form 8-K and are hereby incorporated by reference into this Item 2.03.

Item 8.01 Other Events.

On September 4, 2025, Webster Financial Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named in Schedule 1 thereto (the “Underwriters”). Pursuant to the terms of the Underwriting Agreement, the Company agreed to sell, and the Underwriters agreed to purchase severally, subject to and on the conditions set forth therein, $350,000,000 aggregate principal amount of the Company’s 5.784% Fixed Rate Reset Subordinated Notes due 2035 (the “Notes”) in a registered public offering pursuant to an effective shelf registration statement on Form S-3 (Registration File No. 333-276034).

On September 11, 2025, the Company issued and sold the Notes pursuant to a Subordinated Debt Indenture dated as of September 11, 2025 (the “Base Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee, as supplemented by a First Supplemental Indenture dated as of September 11, 2025 to the Base Indenture (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). The Notes will mature on September 11, 2035 (the “Maturity Date”). From and including September 11, 2025 to, but excluding, September 11, 2030, the Notes shall bear interest at a fixed rate per annum equal to 5.784%. From and including September 11, 2030 (the “reset date”) to, but excluding, the Maturity Date, the Notes shall bear interest at a fixed rate per annum equal to the U.S. Treasury Rate for a five-year maturity as of the third business day preceding the reset date, plus a spread of 212.5 basis points, provided that in the event the interest rate is less than zero, the interest rate shall be deemed to be zero. Interest on the Notes shall be payable semiannually in arrears on March 11 and September 11 of each year, commencing on March 11, 2026. The Company may redeem the Notes at such times and at the redemption prices as provided for in the Indenture.

The preceding is a summary of the terms of the Underwriting Agreement, the Base Indenture, the First Supplemental Indenture and the form of the Notes, and is qualified in its entirety by reference to the Underwriting Agreement filed as Exhibit 1.1 to this report, the Base Indenture filed as Exhibit 4.1 to this report, the First Supplemental Indenture filed as Exhibit 4.2 to this report, and the form of the Notes filed as Exhibit 4.3 to this report, which are incorporated herein by reference as though they were fully set forth herein. The opinion of counsel for the Company is filed as Exhibit 5.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit
Number

   

Description

1.1    Underwriting Agreement, dated as of September 4, 2025, by and among Webster Financial Corporation and BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein.
4.1    Subordinated Debt Indenture dated as of September 11, 2025, between Webster Financial Corporation and U.S. Bank Trust Company, National Association, as Trustee.
4.2    First Supplemental Indenture dated as of September 11, 2025, between Webster Financial Corporation and U.S. Bank Trust Company, National Association, as Trustee.
4.3    Form of 5.784% Fixed Rate Reset Subordinated Note (included in Exhibit 4.2 hereto).
5.1    Opinion of Davis Polk & Wardwell LLP.
23.1    Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1 hereto).
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

SIGNATURES

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)
By:  

/s/ Neal Holland

  Neal Holland
  Senior Executive Vice President and Chief Financial Officer

Date: September 11, 2025

Source: View Original Filing on SEC EDGAR

FAQ

What did Webster Financial (WBS) file in this 8-K?

The filing includes an Underwriting Agreement dated September 4, 2025, a Subordinated Debt Indenture and First Supplemental Indenture dated September 11, 2025, the form of a 5.784% Fixed Rate Reset Subordinated Note, and legal opinions and consents from Davis Polk & Wardwell LLP.

Does the 8-K state how much Webster will raise with the subordinated notes (WBS)?

No. The provided text lists the note form and related documents but does not state the principal amount or net proceeds.

Who are the underwriters for Webster's subordinated note (WBS)?

The underwriters' representatives named are BofA Securities, Inc.; Goldman Sachs & Co. LLC; J.P. Morgan Securities LLC; and Morgan Stanley & Co. LLC.

What is the interest rate on the subordinated note disclosed by Webster (WBS)?

The note form included in the filing shows a Fixed Rate Reset coupon of 5.784%.