Webster (NYSE: WBS) CIO's stock award accelerates under Santander deal

Rhea-AI Filing Summary

WEBSTER FINANCIAL CORP executive Vikram A. Nafde, Chief Information Officer, reported equity compensation activity in Common Stock on 2026-08-13. Certain 13,865 shares of performance-related stock vested at no cost, accelerated under a Transaction Agreement with Banco Santander, S.A. and Webster Virginia Corporation. To cover related obligations, 9,111 shares were delivered or withheld for tax withholding at $79.07 per share. A footnote also notes 219.686 shares acquired through Webster's Employee Stock Purchase Plan since the prior Form 4, reflecting ongoing ownership accumulation.

Insider Trade Summary

Net Buyer: 4,754 shares

Net Buy 4 txns

Insider NAFDE VIKRAM A.

Role Chief Information Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F2	13,865	$0.00	$0.00
Tax Withholding	Common Stock F3	6,426	$79.07	$508K
Tax Withholding	Common Stock F4	2,685	$79.07	$212K
holding	Common Stock F1	--	--	--

Holdings After Transaction: Common Stock — 70,971.693 shares (Direct)

Footnotes (4)

1. F1. Reflects 219.686 shares purchased through Webster Financial Corporation's Employee Stock Purchase Plan, as amended and restated effective April 1, 2019, since most recent Form 4 filed on March 13, 2026.
2. F2. Represents the vesting of certain performance shares that were accelerated pursuant to the Transaction Agreement, dated as of February 3, 2026, by and among Webster Financial Corporation, Banco Santander, S.A. and Webster Virginia Corporation.
3. F3. Represents the tax withholding upon the vesting of certain performance shares that were accelerated pursuant to the Transaction Agreement, dated as of February 3, 2026, by and among Webster Financial Corporation, Banco Santander, S.A. and Webster Virginia Corporation.
4. F4. Represents the tax withholding upon the vesting of certain time-based restricted shares that were accelerated pursuant to the Transaction Agreement, dated as of February 3, 2026, by and among Webster Financial Corporation, Banco Santander, S.A. and Webster Virginia Corporation.

Key Figures

Performance shares vested: 13,865 shares Shares withheld for taxes (performance shares): 6,426 shares Shares withheld for taxes (time-based restricted shares): 2,685 shares +3 more

6 metrics

Performance shares vested 13,865 shares Common Stock vesting on 2026-08-13 accelerated under Transaction Agreement

Shares withheld for taxes (performance shares) 6,426 shares Code F tax withholding upon vesting of accelerated performance shares at $79.07 per share

Shares withheld for taxes (time-based restricted shares) 2,685 shares Code F tax withholding upon vesting of accelerated time-based restricted shares at $79.07 per share

Total shares withheld for tax 9,111 shares Aggregate Code F tax-withholding dispositions reported in this Form 4

Tax withholding price $79.07 per share Price used for both Code F tax-withholding transactions on 2026-08-13

ESPP shares purchased since prior Form 4 219.686 shares Shares purchased through Employee Stock Purchase Plan since Form 4 filed March 13, 2026

Key Terms

Employee Stock Purchase Plan, performance shares, time-based restricted shares, tax withholding, +1 more

5 terms

Employee Stock Purchase Plan financial

"Reflects 219.686 shares purchased through Webster Financial Corporation's Employee Stock Purchase Plan"

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

performance shares financial

"Represents the vesting of certain performance shares that were accelerated"

Performance shares are a type of company stock given to executives or employees that only become theirs if the company meets specific goals, like hitting certain profits or growth targets. They motivate leaders to work toward the company’s success, because their additional shares depend on achieving these results.

time-based restricted shares financial

"vesting of certain time-based restricted shares that were accelerated"

Time-based restricted shares are company stock granted to employees or insiders that cannot be sold or fully owned until they unlock after a set period of time. Think of them like a savings account that gradually becomes accessible: they help keep key people tied to the company and can change the total number of tradable shares when they become available, which matters for investor returns and expectations about future selling pressure.

tax withholding financial

"Represents the tax withholding upon the vesting of certain performance shares"

Tax withholding is the practice of taking a portion of a payment—such as wages, dividends, or sale proceeds—before it reaches the recipient and sending that portion to the tax authority as an advance on the recipient’s eventual tax bill. For investors it matters because withholding reduces immediate cash received and affects after‑tax returns, estimated tax payments, and whether you may owe more or receive a refund when taxes are finally calculated, like having a small automatic savings set aside for your tax bill.

Transaction Agreement financial

"accelerated pursuant to the Transaction Agreement, dated as of February 3, 2026"

A transaction agreement is a legal contract that lays out the terms and steps for a specific business deal—such as a merger, acquisition, asset sale, financing, or securities purchase. It defines what each party must do, what is being exchanged, conditions that must be met, and how disputes are handled. For investors it matters because this document determines the rights, timing, risks, and potential payments they can expect from the deal, much like a recipe and schedule that guides a complex group project.

FAQ

What equity award did WBS executive Vikram A. Nafde report on this Form 4?

Vikram A. Nafde reported the vesting of 13,865 shares of Webster Financial common stock on 2026-08-13 at $0.00 per share. These performance-related shares vested pursuant to a Transaction Agreement involving Webster Financial, Banco Santander, S.A. and Webster Virginia Corporation.

How many WBS shares were withheld for taxes in Vikram A. Nafde’s Form 4?

A total of 9,111 shares of Webster Financial common stock were delivered or withheld for tax withholding at $79.07 per share. This consists of 6,426 shares tied to performance shares and 2,685 shares tied to time-based restricted shares.

What does the Transaction Agreement mentioned in the WBS Form 4 relate to?

The Form 4 states that certain performance and time-based restricted shares were accelerated pursuant to a Transaction Agreement dated February 3, 2026. That agreement is among Webster Financial Corporation, Banco Santander, S.A., and Webster Virginia Corporation and triggered the accelerated vesting.

Did Vikram A. Nafde acquire any WBS shares through an employee plan?

Yes. A footnote reports 219.686 shares purchased through Webster Financial Corporation's Employee Stock Purchase Plan since the most recent Form 4 filed on March 13, 2026. This reflects additional ownership accumulated via the company’s employee share purchase program.

Were the WBS Form 4 transactions by Vikram A. Nafde part of a Rule 10b5-1 plan?

The Form 4 indicates the Rule 10b5-1 checkbox is not checked, and there is no footnote stating the transactions are under a trading plan. The reported vesting and tax-withholding transactions therefore are not described as occurring under a pre-arranged Rule 10b5-1 plan.

What types of WBS stock awards vested for Vikram A. Nafde in this filing?

The filing describes vesting of both performance shares and time-based restricted shares. Performance shares and some related tax withholding were accelerated under the Transaction Agreement, while additional tax withholding relates specifically to accelerated time-based restricted shares.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/17/2026 - 08:22 AM Accepted by SEC EDGAR 08/17/2026 - 08:22 AM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

NAFDE VIKRAM A.

(Last) (First) (Middle)

C/O WEBSTER FINANCIAL CORP

200 ELM STREET

(Street)

STAMFORD CONNECTICUT 06902

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
WEBSTER FINANCIAL CORP [ WBS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Information Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/13/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock								33,108.8465(1)	D
Common Stock	08/13/2026		A		13,865(2)	A	$0	46,973.8465	D
Common Stock	08/13/2026		F		6,426(3)	D	$79.07	40,547.8465	D
Common Stock	08/13/2026		F		2,685(4)	D	$79.07	37,862.8465	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Reflects 219.686 shares purchased through Webster Financial Corporation's Employee Stock Purchase Plan, as amended and restated effective April 1, 2019, since most recent Form 4 filed on March 13, 2026.

2. Represents the vesting of certain performance shares that were accelerated pursuant to the Transaction Agreement, dated as of February 3, 2026, by and among Webster Financial Corporation, Banco Santander, S.A. and Webster Virginia Corporation.

3. Represents the tax withholding upon the vesting of certain performance shares that were accelerated pursuant to the Transaction Agreement, dated as of February 3, 2026, by and among Webster Financial Corporation, Banco Santander, S.A. and Webster Virginia Corporation.

4. Represents the tax withholding upon the vesting of certain time-based restricted shares that were accelerated pursuant to the Transaction Agreement, dated as of February 3, 2026, by and among Webster Financial Corporation, Banco Santander, S.A. and Webster Virginia Corporation.

Remarks:

	/s/ Bradley Larkin, attorney-in-fact	08/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)