Webster director (NYSE: WBS) exits in Santander deal payout
Rhea-AI Filing Summary
WEBSTER FINANCIAL CORP (WBS) director William E. Whiston reported disposing of common stock to the issuer in connection with Webster’s reincorporation merger with Webster Virginia Corporation and the related transaction with Banco Santander, S.A. On August 20, 2026, each Webster share was exchanged for the right to receive from Banco Santander 2.0548 American Depositary Shares and $48.75 in cash per share, with cash paid for fractional shares. As a result of this transaction, Whiston no longer beneficially owns any Webster common stock.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 22,628 shares
Net Sell
2 txns
Insider
Whiston William E.
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock F1, F2 | 12,962 | $0.00 | $0.00 |
| Disposition | Common Stock F1, F2 | 9,666 | $0.00 | $0.00 |
Holdings After Transaction:
Common Stock — 0 shares (Direct);
Common Stock — 0 shares (Indirect, Held Jointly with Spouse)
Footnotes (2)
- 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. 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: 12,962 shares of Common Stock
Indirect shares disposed: 9,666 shares of Common Stock
Post-transaction holdings: 0 shares of Common Stock
+3 more
6 metrics
Direct shares disposed
12,962 shares of Common Stock
Disposition to issuer on August 20, 2026 by William E. Whiston
Indirect shares disposed
9,666 shares of Common Stock
Disposition to issuer on August 20, 2026, held jointly with spouse
Post-transaction holdings
0 shares of Common Stock
Reporting person no longer beneficially owns Webster common stock after the transaction
Cash consideration per share
$48.75 per share
Cash portion received from Banco Santander for each Webster share
ADS consideration per share
2.0548 Banco Santander American Depositary Shares per share
Equity portion received from Banco Santander for each Webster share
WBS reference stock price
$77.57 per share
Closing price on NYSE on the last trading day prior to August 20, 2026
Key Terms
reincorporation merger, American Depositary Shares, beneficially owns, fractional shares, +1 more
5 terms
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.
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
What insider transaction did WBS director William E. Whiston report?
William E. Whiston reported a disposition to the issuer of Webster Financial Corp common stock, in both direct and jointly held accounts, in connection with the closing of a merger-related transaction on August 20, 2026.
What was the reference stock price for WBS at the time of the transaction?
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.
Was Whiston’s WBS Form 4 transaction under a Rule 10b5-1 plan?
No. The Form 4 indicates the Rule 10b5-1 checkbox as not affirmed, and the footnotes describe the disposition as occurring pursuant to a Transaction Agreement related to the merger and Banco Santander exchange.
AI-generated analysis. How Rhea-AI works. Not financial advice.
