Webster Financial (NYSE: WBS) risk chief exits stake in Banco Santander deal

Rhea-AI Filing Summary

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.

Insider Trade Summary

Net Seller: 19,834.192 shares

Net Sell 1 txn

Insider Schugel Jason E.

Role Chief Risk Officer

Type	Security	Shares	Price	Value
Disposition	Common Stock F1, F2, F3	19,834.192	$0.00	$0.00

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

Footnotes (3)

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. At the Closing Time, all equity awards held by the reporting person were converted to equivalent Banco Santander equity awards in accordance with the terms set forth in the Transaction Agreement.
3. F3. 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: 19,834.1920 shares Cash consideration per share: $48.75 per share ADS exchange ratio: 2.0548 American Depositary Shares per share +2 more

5 metrics

Shares disposed 19,834.1920 shares Common stock disposed of to issuer on August 20, 2026

Cash consideration per share $48.75 per share Cash component from Banco Santander for each Webster share

ADS exchange ratio 2.0548 American Depositary Shares per share Banco Santander ADS received for each Webster common share

Pre-closing WBS share price $77.57 per share Closing price on NYSE on last trading day before August 20, 2026

Post-transaction WBS holdings 0 shares Schugel’s beneficial ownership of Webster common stock after the transaction

Key Terms

Transaction Agreement, reincorporation merger, American Depositary Shares

3 terms

Transaction Agreement regulatory

"Disposed of pursuant to the transaction agreement dated 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.

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.

FAQ

What transaction did WBS report for Jason E. Schugel on this Form 4?

Jason E. Schugel reported a disposition to the issuer of 19,834.1920 shares of Webster Financial Corp common stock on August 20, 2026, in connection with a Transaction Agreement involving Banco Santander and Webster Virginia Corporation.

What consideration did WBS shareholders receive per share in the Banco Santander deal?

Each Webster Financial Corp share was exchanged for the right to receive from Banco Santander 2.0548 American Depositary Shares and $48.75 in cash, without interest, as of the August 20, 2026 closing date.

How many WBS shares does Jason E. Schugel hold after this transaction?

After the transaction, Jason E. Schugel no longer beneficially owns, directly or indirectly, any shares of Webster Financial Corp common stock; his post-transaction holdings are reported as 0 shares.

What happened to Jason E. Schugel’s equity awards in WBS?

At the closing time of the transaction, all Webster equity awards held by Jason E. Schugel were converted into equivalent Banco Santander equity awards in accordance with the terms of the Transaction Agreement.

What was the WBS share price near the closing of the Banco Santander transaction?

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

Were fractional WBS shares treated in any special way in this transaction?

Yes. The disclosure states that all fractional shares were paid in cash in connection with the Banco Santander transaction involving Webster Financial Corp common stock.

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 - 04:31 PM Accepted by SEC EDGAR 08/21/2026 - 04:31 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^*

Schugel Jason E.

(Last) (First) (Middle)

C/O WEBSTER FINANCIAL CORPORATION

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 Risk Officer

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)(2)		19,834.192	D	$0	0(3)	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. At the Closing Time, all equity awards held by the reporting person were converted to equivalent Banco Santander equity awards in accordance with the terms set forth in the Transaction Agreement.

3. 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)