Webster COO disposes 185K shares in Santander deal
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.
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Form Type
4
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
Disposition: 185,081.85 shares
Disposition
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)
- 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
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.
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
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
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.
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.
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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