Webster Financial (NYSE: WBS) chief gives up all shares in Santander merger
Rhea-AI Filing Summary
WEBSTER FINANCIAL CORP (WBS) reports that officer James MI Griffin, Head of Consumer Banking, disposed of all his Webster common stock in connection with a merger transaction involving Banco Santander, S.A. and Webster Virginia Corporation. On August 20, 2026, 34,433 directly held shares and 5,488.995 indirectly held shares in a 401(k) plan were reported as a Disposition to issuer (code D) at a stated price of $0.00 per share.
Under a February 3, 2026 transaction agreement, each Webster share was exchanged for the right to receive from Banco Santander 2.0548 American Depositary Shares plus $48.75 in cash, without interest, with cash paid for fractional shares. Webster’s stock closed at $77.57 on the last trading day before closing. All equity awards held by Griffin were converted into equivalent Banco Santander equity awards, and he no longer beneficially owns any Webster common stock.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 39,921.995 shares
Net Sell
2 txns
Insider
GRIFFIN JAMES MI
Role
Head of Consumer Banking
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock F1, F2, F3 | 34,433 | $0.00 | $0.00 |
| Disposition | Common Stock F1, F3 | 5,488.995 | $0.00 | $0.00 |
Holdings After Transaction:
Common Stock — 0 shares (Direct);
Common Stock — 0 shares (Indirect, 401(k)plan)
Footnotes (3)
- 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.
- 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.
- 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
Direct shares disposed: 34,433 shares of Common Stock
Indirect shares disposed: 5,488.995 shares of Common Stock
Shares owned after transaction: 0 shares of Common Stock
+5 more
8 metrics
Direct shares disposed
34,433 shares of Common Stock
Disposition to issuer on August 20, 2026 by James MI Griffin
Indirect shares disposed
5,488.995 shares of Common Stock
Disposition to issuer on August 20, 2026 from 401(k) plan holdings
Shares owned after transaction
0 shares of Common Stock
Reporting person no longer beneficially owns Webster common stock
Cash consideration per share
$48.75 per share
Merger consideration from Banco Santander for each Webster share
ADS consideration per share
2.0548 Banco Santander American Depositary Shares
Equity portion of consideration for each Webster share
Pre-closing WBS stock price
$77.57 per share
Closing price on NYSE on last trading day before August 20, 2026
Transaction agreement date
February 3, 2026
Date of transaction agreement among Banco Santander, Webster and Webster Virginia
Closing date
August 20, 2026
Date on which merger consideration became effective
Key Terms
Disposition to issuer, American Depositary Shares, reincorporation merger, equity awards
4 terms
Disposition to issuer financial
"transaction_code_description": "Disposition to issuer""
reincorporation merger financial
"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.
equity awards financial
"all equity awards held by the reporting person were converted"
Equity awards are payments to employees or directors made in the form of company stock or rights to buy stock later, serving as a way to share ownership rather than cash. For investors, they matter because they align staff incentives with company performance, can increase the number of shares outstanding over time (which can reduce each share’s claim on profits), and create compensation costs that affect reported earnings.
FAQ
What insider transaction did WBS report for James MI Griffin?
WEBSTER FINANCIAL CORP reported that James MI Griffin disposed of all his Webster common stock on August 20, 2026, including 34,433 directly held shares and 5,488.995 shares held indirectly via a 401(k) plan, in a transaction coded as Disposition to issuer (D).
What happened to James MI Griffin’s equity awards in the WBS transaction?
At the closing of the Webster Financial Corp transaction, all equity awards held by James MI Griffin were converted into equivalent Banco Santander equity awards, in accordance with the terms specified in the February 3, 2026 transaction agreement.
Was the WBS insider transaction under a Rule 10b5-1 trading plan?
The Form 4 indicates the Rule 10b5-1 checkbox is not affirmed (aff_10b5_one is false), and the footnotes do not describe a Rule 10b5-1 trading plan for these disposition transactions.
AI-generated analysis. How Rhea-AI works. Not financial advice.
