Webster Financial (NYSE: WBS) COO exits stake in Santander merger

Rhea-AI Filing Summary

WEBSTER FINANCIAL CORP (WBS) reports that President and COO Luis Massiani disposed of 185,081.85 shares of Webster common stock in a disposition to the issuer connected to Webster’s reincorporation merger with Webster Virginia Corporation. Under a Transaction Agreement among Banco Santander, S.A., Webster and Webster Virginia, each Webster share was exchanged on August 20, 2026 for the right to receive 2.0548 Banco Santander American Depositary Shares plus $48.75 in cash, without interest. All of Massiani’s Webster equity awards were converted into equivalent Banco Santander equity awards, and he no longer beneficially owns any Webster common stock.

Insider Trade Summary

Net Seller: 185,081.85 shares

Net Sell 1 txn

Insider Massiani Luis

Role President and COO

Type	Security	Shares	Price	Value
Disposition	Common Stock F1, F2, F3	185,081.85	$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: 185,081.8500 shares of Common Stock Cash consideration per Webster share: $48.75 ADS consideration per Webster share: 2.0548 Banco Santander American Depositary Shares +3 more

6 metrics

Shares disposed 185,081.8500 shares of Common Stock Disposition to issuer reported by Luis Massiani on August 20, 2026

Cash consideration per Webster share $48.75 Cash portion of consideration from Banco Santander for each Webster common share

ADS consideration per Webster share 2.0548 Banco Santander American Depositary Shares Equity portion of consideration for each Webster common share

Webster closing price before Closing Date $77.57 per share Closing price on NYSE on the last trading day prior to August 20, 2026

Post-transaction Webster holdings 0.0000 shares Total Webster common shares beneficially owned by Luis Massiani after the transaction

Closing Date August 20, 2026 Date on which the Banco Santander transaction consideration became effective

Key Terms

Transaction Agreement, reincorporation merger, American Depositary Shares, equity awards, +1 more

5 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.

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.

beneficially owns regulatory

"the reporting person no longer beneficially owns, directly or indirectly"

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.

FAQ

What transaction did Luis Massiani report in this Form 4 for WBS?

Luis Massiani reported a disposition to issuer of 185,081.85 shares of Webster Financial Corp common stock on August 20, 2026, in connection with the reincorporation merger involving Banco Santander, S.A., Webster Financial Corporation and Webster Virginia Corporation.

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

For each share of Webster common stock, holders received the right to obtain from Banco Santander 2.0548 American Depositary Shares plus $48.75 in cash, without interest, as of the August 20, 2026 closing date of the transaction.

How were Luis Massiani’s Webster equity awards treated in the WBS transaction?

At the closing time, all equity awards held by Luis Massiani were converted into equivalent Banco Santander equity awards in accordance with the terms set forth in the Transaction Agreement among Banco Santander, Webster Financial Corporation and Webster Virginia Corporation.

Does Luis Massiani still own any Webster Financial Corp (WBS) common stock after this transaction?

No. As a result of the transaction, the filing states that Luis Massiani no longer beneficially owns, directly or indirectly, any shares of Webster Financial Corp’s common stock following the disposition and related merger consideration.

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

The closing price of Webster 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, as disclosed in the footnotes to the Form 4.

Was the WBS Form 4 transaction by Luis Massiani under a Rule 10b5-1 trading plan?

No. The filing’s Rule 10b5-1 checkbox is unchecked, and there is no footnote indicating that the disposition of Webster shares by Luis Massiani was effected under a Rule 10b5-1 trading plan.

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 - 04:15 PM Accepted by SEC EDGAR 08/21/2026 - 04:15 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^*

Massiani Luis

(Last) (First) (Middle)

C/O WEBSTER FINANCIAL CORP

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)
	President and COO

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)		185,081.85	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)