Webster director exits 3,111 shares in merger swap

WEBSTER FINANCIAL CORP (WBS) director Frederick John Crawford reported a disposition to the issuer of 3,111 shares of common stock on August 20, 2026 in connection with a reincorporation merger involving Banco Santander, S.A.

Rhea-AI Filing Summary

WEBSTER FINANCIAL CORP (WBS) director Frederick John Crawford reported a disposition to the issuer of 3,111 shares of common stock on August 20, 2026 in connection with a reincorporation merger involving Banco Santander, S.A. Each share of Webster common stock was exchanged for the right to receive from Banco Santander 2.0548 American Depositary Shares and $48.75 in cash, with any fractional shares paid in cash. Following this transaction, the reporting person no longer beneficially owns any Webster common stock.

Insider Trade Summary

Disposition: 3,111 shares

Disposition 1 txn

Insider Crawford Frederick John

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Stock F1, F2	3,111	$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: 3,111 shares of Common Stock Cash consideration per share: $48.75 per share ADS consideration per share: 2.0548 Banco Santander American Depositary Shares per share +2 more

5 metrics

Shares disposed 3,111 shares of Common Stock Disposition to issuer on August 20, 2026 by director Frederick John Crawford

Cash consideration per share $48.75 per share Cash component from Banco Santander for each Webster common share in the merger

ADS consideration per share 2.0548 Banco Santander American Depositary Shares per share Equity component from Banco Santander for each Webster common share in the merger

WBS closing price pre-closing $77.57 per share Closing price on NYSE on the last trading day prior to August 20, 2026

Post-transaction holdings 0 shares of Webster common stock Reporting person’s beneficial ownership after the merger-related disposition

Key Terms

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

4 terms

reincorporation merger regulatory

"the reincorporation merger between Webster and Webster Virginia was exchanged"

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.

disposition to issuer financial

"transaction_code_description": "Disposition to issuer""

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did WBS report for Frederick John Crawford on this Form 4?

Frederick John Crawford reported a disposition to the issuer of 3,111 shares of Webster Financial Corp common stock on August 20, 2026, in connection with a reincorporation merger involving Banco Santander.

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

For each share of Webster Financial Corp common stock, shareholders received the right to obtain from Banco Santander 2.0548 American Depositary Shares and $48.75 in cash, with no interest, and fractional shares were paid in cash.

Does Frederick John Crawford still own WBS common stock after this transaction?

No. As disclosed, as a result of the transaction, the reporting person no longer beneficially owns, directly or indirectly, any shares of Webster Financial Corp common stock following the disposition on August 20, 2026.

What was the market price of WBS stock around the Banco Santander closing date?

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.

Why is the per-share transaction price shown as $0.00 on the WBS Form 4?

The Form 4 lists a per-share price of $0.00 because the shares were disposed of to the issuer under a merger agreement. Economic value was received instead through Banco Santander consideration of ADSs plus $48.75 cash per share, as described in the footnote.

What agreement governed the WBS share exchange with Banco Santander?

The share exchange was effected pursuant to a Transaction Agreement dated February 3, 2026 among Banco Santander, S.A., Webster Financial Corporation, and Webster Virginia Corporation, which set the terms of the reincorporation merger and consideration per Webster share.

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

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Available on EDGAR 08/21/2026 - 08:55 AM EDT Accepted by SEC EDGAR 08/21/2026 - 08:55 AM EDT 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^*

Crawford Frederick John

(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)

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)		3,111	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)