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Webster (NYSE: WBS) CAO gives up stake in Santander swap

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

WEBSTER FINANCIAL CORP (WBS) reported that Chief Accounting Officer Kristen Antonopoulos disposed of 6,230 shares of Webster common stock in connection with a corporate transaction involving Banco Santander, S.A. Under a February 3, 2026 Transaction Agreement, each Webster share was exchanged for the right to receive 2.0548 Banco Santander American Depositary Shares and $48.75 in cash on August 20, 2026. All of Antonopoulos’s Webster equity awards were converted into equivalent Banco Santander equity awards, and after the transaction she no longer beneficially owns any Webster common stock.

Positive

  • None.

Negative

  • None.
Insider Antonopoulos Kristen
Role Chief Accounting Officer
Type Security Shares Price Value
Disposition Common Stock F1, F2, F3 6,230 $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.
Shares disposed of 6,230 shares of Common Stock Disposition to issuer in Banco Santander transaction on August 20, 2026
Exchange ratio 2.0548 Banco Santander American Depositary Shares per Webster share Consideration under the Transaction Agreement at the closing date
Cash consideration per share $48.75 in cash per share Paid without interest for each Webster share at closing
Webster closing price $77.57 per share Closing price on NYSE on last trading day before August 20, 2026
Shares owned after transaction 0 shares of Webster common stock Reporting person’s beneficial ownership following completion of the transaction
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 regulatory
"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.
equity awards financial
"all equity awards held by the reporting person were converted to equivalent"
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 did WBS disclose about Kristen Antonopoulos’s Webster Financial (WBS) holdings?

Kristen Antonopoulos, Chief Accounting Officer, disposed of 6,230 shares of Webster Financial common stock through a transaction with Banco Santander on August 20, 2026, and as a result no longer beneficially owns any Webster common stock.

How were Webster Financial (WBS) shares exchanged in the Banco Santander transaction?

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

What happened to Kristen Antonopoulos’s equity awards in the WBS transaction?

At the closing, all equity awards held by Kristen Antonopoulos were converted into equivalent Banco Santander equity awards in accordance with the terms of the February 3, 2026 Transaction Agreement.

What was the Webster Financial (WBS) share price near the Banco Santander closing?

The filing states that the closing price of Webster Financial 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.

Does Kristen Antonopoulos still own Webster Financial (WBS) stock after the transaction?

No. The filing reports that, as a result of the Banco Santander transaction, Kristen Antonopoulos no longer beneficially owns, directly or indirectly, any shares of Webster Financial’s common stock.

Were fractional Webster Financial (WBS) shares issued in the Banco Santander deal?

No. The disclosure states that all fractional shares were paid in cash in connection with the August 20, 2026 exchange for Banco Santander American Depositary Shares and cash.

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SEC Form 4
FORM 4UNITED 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*
Antonopoulos Kristen

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Accounting 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)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock08/20/2026D(1)(2)6,230D$00(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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-fact08/21/2026
** Signature of Reporting PersonDate
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)