Webster (NYSE: WBS) CFO logs 17K-share vesting and tax withholding

Rhea-AI Filing Summary

WEBSTER FINANCIAL CORP EVP and CFO William Neal Holland reported equity compensation activity in common stock on August 13, 2026. He acquired 17,149 shares upon vesting of performance shares that were accelerated under a Transaction Agreement among Webster Financial Corporation, Banco Santander, S.A. and Webster Virginia Corporation. In connection with this vesting, 7,948 performance-based shares and 4,669 time-based restricted shares were withheld at $79.07 per share to satisfy tax withholding obligations.

Insider Trade Summary

Net Buyer: 4,532 shares

Net Buy 3 txns

Insider HOLLAND WILLIAM NEAL

Role EVP and CFO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1	17,149	$0.00	$0.00
Tax Withholding	Common Stock F2	7,948	$79.07	$628K
Tax Withholding	Common Stock F3	4,669	$79.07	$369K

Holdings After Transaction: Common Stock — 53,389 shares (Direct)

Footnotes (3)

1. F1. Represents the vesting of certain performance shares that were accelerated pursuant to the Transaction Agreement, dated as of February 3, 2026, by and among Webster Financial Corporation, Banco Santander, S.A. and Webster Virginia Corporation.
2. F2. Represents the tax withholding upon the vesting of certain performance shares that were accelerated pursuant to the Transaction Agreement, dated as of February 3, 2026, by and among Webster Financial Corporation, Banco Santander, S.A. and Webster Virginia Corporation.
3. F3. Represents the tax withholding upon the vesting of certain time-based restricted shares that were accelerated pursuant to the Transaction Agreement, dated as of February 3, 2026, by and among Webster Financial Corporation, Banco Santander, S.A. and Webster Virginia Corporation.

Key Figures

Shares vested (performance): 17,149 shares Shares withheld for taxes (performance): 7,948 shares Shares withheld for taxes (time-based restricted): 4,669 shares +2 more

5 metrics

Shares vested (performance) 17,149 shares Vesting of performance shares accelerated under the Transaction Agreement on 2026-08-13

Shares withheld for taxes (performance) 7,948 shares Tax withholding upon vesting of certain performance shares at $79.07 per share

Shares withheld for taxes (time-based restricted) 4,669 shares Tax withholding upon vesting of certain time-based restricted shares at $79.07 per share

Total shares withheld for taxes 12,617 shares Aggregate of both tax-withholding transactions reported with code F

Tax withholding price $79.07 per share Per-share value used for both Form 4 code F tax-withholding transactions

Key Terms

Transaction Agreement, performance shares, time-based restricted shares, tax withholding

4 terms

Transaction Agreement regulatory

"shares that were accelerated pursuant to the Transaction Agreement, dated as of 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.

performance shares financial

"Represents the vesting of certain performance shares that were accelerated pursuant"

Performance shares are a type of company stock given to executives or employees that only become theirs if the company meets specific goals, like hitting certain profits or growth targets. They motivate leaders to work toward the company’s success, because their additional shares depend on achieving these results.

time-based restricted shares financial

"vesting of certain time-based restricted shares that were accelerated pursuant"

Time-based restricted shares are company stock granted to employees or insiders that cannot be sold or fully owned until they unlock after a set period of time. Think of them like a savings account that gradually becomes accessible: they help keep key people tied to the company and can change the total number of tradable shares when they become available, which matters for investor returns and expectations about future selling pressure.

tax withholding financial

"Represents the tax withholding upon the vesting of certain performance shares"

Tax withholding is the practice of taking a portion of a payment—such as wages, dividends, or sale proceeds—before it reaches the recipient and sending that portion to the tax authority as an advance on the recipient’s eventual tax bill. For investors it matters because withholding reduces immediate cash received and affects after‑tax returns, estimated tax payments, and whether you may owe more or receive a refund when taxes are finally calculated, like having a small automatic savings set aside for your tax bill.

FAQ

What equity transactions did WBS CFO William Neal Holland report on this Form 4?

Holland reported vesting of 17,149 common shares from performance awards and tax withholding via share dispositions totaling 12,617 shares. These events reflect equity compensation mechanics rather than open-market buying or selling.

How many Webster Financial (WBS) shares were withheld for taxes in this insider filing?

A total of 12,617 common shares were withheld for tax purposes: 7,948 tied to performance shares and 4,669 tied to time-based restricted shares, each at a price of $79.07 per share.

What triggered the vesting of Webster Financial (WBS) performance and restricted shares?

The filing states the vesting of certain performance and time-based restricted shares was accelerated pursuant to a Transaction Agreement dated February 3, 2026, among Webster Financial Corporation, Banco Santander, S.A. and Webster Virginia Corporation.

Did the WBS CFO buy or sell shares on the open market in this Form 4?

No open-market purchases or sales are reported. The transactions involve share vesting and shares withheld for tax liabilities at $79.07 per share, typical of equity compensation settlements rather than discretionary trading.

What was the price used for tax withholding in the WBS insider transactions?

The tax withholding transactions used a per-share price of $79.07 for both the 7,948 performance-based shares and 4,669 time-based restricted shares that were withheld to cover tax obligations on the vesting.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/17/2026 - 08:17 AM Accepted by SEC EDGAR 08/17/2026 - 08:16 AM 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

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^*

HOLLAND WILLIAM NEAL

(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)
	EVP and CFO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/13/2026

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	08/13/2026		A		17,149(1)	A	$0	66,006	D
Common Stock	08/13/2026		F		7,948(2)	D	$79.07	58,058	D
Common Stock	08/13/2026		F		4,669(3)	D	$79.07	53,389	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. Represents the vesting of certain performance shares that were accelerated pursuant to the Transaction Agreement, dated as of February 3, 2026, by and among Webster Financial Corporation, Banco Santander, S.A. and Webster Virginia Corporation.

2. Represents the tax withholding upon the vesting of certain performance shares that were accelerated pursuant to the Transaction Agreement, dated as of February 3, 2026, by and among Webster Financial Corporation, Banco Santander, S.A. and Webster Virginia Corporation.

3. Represents the tax withholding upon the vesting of certain time-based restricted shares that were accelerated pursuant to the Transaction Agreement, dated as of February 3, 2026, by and among Webster Financial Corporation, Banco Santander, S.A. and Webster Virginia Corporation.

Remarks:

	/s/ Bradley Larkin, attorney-in-fact	08/17/2026
	** 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)