Webster Financial (NYSE: WBS) director gives up last shares in Santander merger

Rhea-AI Filing Summary

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.

Insider Trade Summary

Net Seller: 28,789 shares

Net Sell 1 txn

Insider O'Toole Richard L.

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Stock F1, F2	28,789	$0.00	$0.00

Holdings After Transaction: Common Stock — 0 shares (Direct)

Footnotes (2)

1. F1. Disposed of pursuant to the transaction agreement dated February 3, 2026 (the "Transaction Agreement"), by and among Banco Santander, S.A. ("Banco Santander"), Webster Financial Corporation ("Webster") and Webster Virginia Corporation ("Webster Virginia"). Pursuant to the terms of the Transaction Agreement, each share of Webster common stock issued and outstanding immediately prior to the effective time of the reincorporation merger between Webster and Webster Virginia was exchanged for the right to receive from Banco Santander 2.0548 Banco Santander American Depositary Shares and $48.75 in cash, without interest on August 20, 2026 (the "Closing Date"). The closing price of Webster common stock on the New York Stock Exchange on the last trading day prior to the Closing Date was $77.57. All fractional shares were paid in cash.
2. F2. As a result of the transaction, the reporting person no longer beneficially owns, directly or indirectly, any shares of Webster's common stock.

Key Figures

Shares disposed: 28,789 shares of Common Stock Post-transaction holdings: 0 shares of Common Stock ADS consideration per share: 2.0548 Banco Santander American Depositary Shares per Webster share +3 more

6 metrics

Shares disposed 28,789 shares of Common Stock Disposition to issuer reported on August 20, 2026

Post-transaction holdings 0 shares of Common Stock Shares beneficially owned by reporting person after disposition

ADS consideration per share 2.0548 Banco Santander American Depositary Shares per Webster share Exchange ratio under February 3, 2026 Transaction Agreement

Cash consideration per share $48.75 in cash per Webster share Paid without interest on August 20, 2026 closing date

Closing price of Webster common stock $77.57 per share Last trading day prior to August 20, 2026 closing date

Transaction Agreement date February 3, 2026 Agreement among Banco Santander, Webster Financial Corporation and Webster Virginia Corporation

Key Terms

Disposition to issuer, reincorporation merger, American Depositary Shares, beneficially owns

4 terms

Disposition to issuer financial

"transaction code description "Disposition to issuer""

reincorporation merger regulatory

"effective time of the reincorporation merger between Webster and Webster Virginia"

A reincorporation merger is a corporate action where a company creates or uses a new legal entity in a different jurisdiction and merges the old company into it, effectively changing its legal “home.” For investors it matters because the new legal address can alter taxes, shareholder rights, regulatory requirements and listing rules—think of it like a household moving to a new state where different laws and costs apply; the move can change paperwork, investor protections and potential long‑term value.

American Depositary Shares financial

"receive from Banco Santander 2.0548 Banco Santander American Depositary Shares"

American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.

beneficially owns financial

"the reporting person no longer beneficially owns, directly or indirectly, any shares"

Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.

FAQ

What insider transaction did WBS director Richard L. O'Toole report?

Richard L. O'Toole reported a disposition to the issuer of 28,789 shares of Webster Financial Corp common stock on August 20, 2026, in connection with a reincorporation merger and related transaction agreement involving Banco Santander and Webster Virginia Corporation.

Does Richard L. O'Toole still own WBS common stock after this Form 4?

No. The filing states that, as a result of the transaction, the reporting person no longer beneficially owns, directly or indirectly, any shares of Webster Financial Corporation’s common stock.

What consideration did WBS shareholders receive in the Banco Santander transaction?

Each share of Webster common stock outstanding immediately before the merger’s effective time was exchanged for the right to receive from Banco Santander 2.0548 American Depositary Shares plus $48.75 in cash, without interest, on the August 20, 2026 closing date.

What was the market price of WBS shares around the closing of the transaction?

The closing price of Webster Financial Corp common stock on the New York Stock Exchange on the last trading day prior to the August 20, 2026 closing date was $77.57 per share.

How many WBS shares did Richard L. O'Toole hold after the reported disposition?

Following the reported disposition of 28,789 shares, the Form 4 shows 0 shares of Webster Financial Corp common stock owned by the reporting person.

Were fractional WBS shares issued in the Banco Santander exchange?

No fractional shares were issued. The filing states that all fractional shares were paid in cash in connection with the exchange consideration from Banco Santander.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/21/2026 - 04:22 PM Accepted by SEC EDGAR 08/21/2026 - 04:21 PM 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

X

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^*

O'Toole Richard L.

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2026

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	08/20/2026		D(1)		28,789	D	$0	0(2)	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. Disposed of pursuant to the transaction agreement dated February 3, 2026 (the "Transaction Agreement"), by and among Banco Santander, S.A. ("Banco Santander"), Webster Financial Corporation ("Webster") and Webster Virginia Corporation ("Webster Virginia"). Pursuant to the terms of the Transaction Agreement, each share of Webster common stock issued and outstanding immediately prior to the effective time of the reincorporation merger between Webster and Webster Virginia was exchanged for the right to receive from Banco Santander 2.0548 Banco Santander American Depositary Shares and $48.75 in cash, without interest on August 20, 2026 (the "Closing Date"). The closing price of Webster common stock on the New York Stock Exchange on the last trading day prior to the Closing Date was $77.57. All fractional shares were paid in cash.

2. As a result of the transaction, the reporting person no longer beneficially owns, directly or indirectly, any shares of Webster's common stock.

Remarks:

	/s/ Bradley Larkin, attorney-in-fact	08/21/2026
	** 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)