Webster director exits stake in Banco Santander merger

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.

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.

Insider Trade Summary

Disposition: 22,628 shares

Disposition 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)

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. 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.

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 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.

fractional shares financial

"The closing price ... All fractional shares were paid in cash"

Fractional shares are portions of a whole share of a stock or fund, allowing investors to own less than one full unit. They make it possible to invest a specific dollar amount rather than buy whole shares, like buying a slice of a pizza instead of the entire pie. For investors this lowers the cost barrier, helps with diversification, and lets you reinvest dividends or purchase expensive stocks in small, precise amounts.

disposition to issuer financial

"transaction_code_description":"Disposition to issuer""

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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.

How many WBS shares did William E. Whiston dispose of directly and indirectly?

William E. Whiston disposed of 12,962 shares of Webster common stock held directly and 9,666 shares held indirectly as “Held Jointly with Spouse,” all coded as dispositions to the issuer.

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

For each Webster share, holders received from Banco Santander 2.0548 American Depositary Shares and $48.75 in cash, without interest, as of the August 20, 2026 closing date. Cash was also paid for all fractional shares.

Does William E. Whiston still own WBS shares after this transaction?

No. The filing states that, as a result of the transaction, William E. Whiston no longer beneficially owns, directly or indirectly, any shares of Webster Financial Corp’s common stock.

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.

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Available on EDGAR 08/21/2026 - 04:43 PM Accepted by SEC EDGAR 08/21/2026 - 04:42 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^*

Whiston William E.

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

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)		12,962	D	$0	0(2)	D
Common Stock	08/20/2026		D(1)		9,666	D	$0	0(2)	I	Held Jointly with Spouse

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. 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)