Are the share dispositions in Webster Financial CEO John Ciulla’s Form 4 open-market sales?

The filing describes the dispositions as tax-withholding events under code F. This means shares were delivered to cover exercise price or tax liabilities upon vesting of awards, rather than discretionary open-market sales of common stock.

Webster CEO awarded shares, with tax withholding

Q: How many Webster Financial shares were granted to CEO John Ciulla?

John Ciulla was granted 39,516 shares of Common Stock. The grant reflects the vesting of performance shares for a three-year period ending December 31, 2025, as approved by the Compensation and Human Resources Committee on January 28, 2026.

Q: Why were some Webster Financial shares disposed of in John Ciulla’s Form 4?

The reported share dispositions reflect tax withholding upon vesting of prior awards. Shares granted in 2023, 2024, and 2025 had a portion withheld to cover taxes when performance and time-based restricted shares vested, rather than open-market sales.

Webster Financial Corp Chairman and CEO John R. Ciulla reported equity compensation and related tax withholding in company stock.

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Rhea-AI Filing Summary

Webster Financial Corp Chairman and CEO John R. Ciulla reported equity compensation and related tax withholding in company stock. On March 2, 2026, he received a grant of 39,516 shares of Common Stock, tied to the vesting of performance shares for a three-year period ending December 31, 2025, as approved by the Compensation and Human Resources Committee. On March 2 and March 3, shares totaling 4,894, 18,313 and 8,078 were withheld to cover tax obligations upon vesting of performance and time-based restricted shares granted in prior years. After these transactions, he holds over 230,000 shares directly, plus additional shares held indirectly through a 401(k) plan.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider CIULLA JOHN R

Role Chairman and CEO

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	4,894	$71.40	$349K
Grant/Award	Common Stock	39,516	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	18,313	$72.13	$1.32M
Exercise Price or Tax Liability	Common Stock	8,078	$72.13	$583K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 232,103 shares (Direct); Common Stock — 17,187.259 shares (Indirect, 401(k)Plan)

Footnotes (4)

F1. Represents the vesting of performance shares effective March 1, 2026, following the achievement of performance metrics for the three-year performance period ending December 31, 2025, as approved by the Compensation and Human Resources Committee on January 28, 2026.
F2. Represents the tax withholding upon the vesting of certain performance shares granted on March 1st, 2023.
F3. Represents the tax withholding upon the vesting of certain time-based restricted shares granted on March 1, 2023 and March 1, 2024.
F4. Represents the tax withholding upon the vesting of certain time-based restricted shares granted on March 3, 2025.

FAQ

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What did Webster Financial (WBS) CEO John Ciulla report in this Form 4?

John Ciulla reported an equity grant and related tax withholding in Webster Financial common stock. He received 39,516 shares from vested performance awards, while additional shares were withheld to satisfy tax obligations on various vested awards.

How many Webster Financial shares were granted to CEO John Ciulla?

John Ciulla was granted 39,516 shares of Common Stock. The grant reflects the vesting of performance shares for a three-year period ending December 31, 2025, as approved by the Compensation and Human Resources Committee on January 28, 2026.

Why were some Webster Financial shares disposed of in John Ciulla’s Form 4?

The reported share dispositions reflect tax withholding upon vesting of prior awards. Shares granted in 2023, 2024, and 2025 had a portion withheld to cover taxes when performance and time-based restricted shares vested, rather than open-market sales.

What do the tax withholding transactions mean for Webster Financial (WBS) CEO holdings?

Tax withholding transactions reduce the gross number of newly vested shares Ciulla retains. Despite these withholdings, he continues to hold more than 230,000 Webster Financial shares directly, plus additional shares indirectly in a 401(k) plan, according to the filing.

What indirect Webster Financial holdings does John Ciulla report?

John Ciulla reports indirect ownership of Webster Financial shares through a 401(k) plan. The filing shows 17,187.259 shares held indirectly in this plan, separate from his direct common stock holdings reported in the non-derivative transaction table.

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Accepted by SEC EDGAR 03/04/2026 - 04:16 PM EST

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^*

CIULLA JOHN R

(Last)

(First)

(Middle)

C/O WEBSTER FINANCIAL CORP

200 ELM STREET

(Street)

STAMFORD

06902

(City)

(State)

(Zip)

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
X	Officer (give title below)	Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/02/2026		A		39,516⁽¹⁾	A	$0	263,388	D
Common Stock	03/02/2026		F		18,313⁽²⁾	D	$72.13	245,075	D
Common Stock	03/02/2026		F		8,078⁽³⁾	D	$72.13	236,997	D
Common Stock	03/03/2026		F		4,894⁽⁴⁾	D	$71.4	232,103	D
Common Stock								17,187.259	I	401(k)Plan

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents the vesting of performance shares effective March 1, 2026, following the achievement of performance metrics for the three-year performance period ending December 31, 2025, as approved by the Compensation and Human Resources Committee on January 28, 2026.

2. Represents the tax withholding upon the vesting of certain performance shares granted on March 1st, 2023.

3. Represents the tax withholding upon the vesting of certain time-based restricted shares granted on March 1, 2023 and March 1, 2024.

4. Represents the tax withholding upon the vesting of certain time-based restricted shares granted on March 3, 2025.

Remarks:

	Bradley Larkin, attorney-in-fact	03/04/2026
	** 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.

Source: View Original Filing on SEC EDGAR