Webster exec Berner vests 14,948 shares; 8,533 withheld

WEBSTER FINANCIAL CORP executive Kristy Berner reported equity compensation-related activity in Common Stock on August 13, 2026.

Rhea-AI Filing Summary

WEBSTER FINANCIAL CORP executive Kristy Berner reported equity compensation-related activity in Common Stock on August 13, 2026. She acquired 14,948 shares upon the vesting of accelerated performance shares under a Transaction Agreement involving Banco Santander, S.A. and Webster Virginia Corporation. On the same date, a total of 8,533 shares were disposed of at $79.07 per share to satisfy tax withholding obligations tied to the accelerated vesting of performance shares and time-based restricted shares.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Berner Kristy

Role EVP, GC & Corp Sec

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1	14,948	$0.00	$0.00
Tax Withholding	Common Stock F2	6,635	$79.07	$525K
Tax Withholding	Common Stock F3	1,898	$79.07	$150K

Holdings After Transaction: Common Stock — 30,596.369 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 acquired via vesting: 14,948 shares Shares withheld for tax: 6,635 shares Additional shares withheld for tax: 1,898 shares +2 more

5 metrics

Shares acquired via vesting 14,948 shares Common Stock from accelerated performance shares vesting on August 13, 2026

Shares withheld for tax 6,635 shares Tax withholding on accelerated performance share vesting at $79.07 per share

Additional shares withheld for tax 1,898 shares Tax withholding on accelerated time-based restricted share vesting at $79.07 per share

Tax withholding price $79.07 per share Applied to 6,635 and 1,898 withheld Common Stock shares

Total F-code tax-withholding shares 8,533 shares Combined Common Stock shares delivered or withheld to cover tax liabilities

Key Terms

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

4 terms

performance shares financial

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

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"

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.

Transaction Agreement regulatory

"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.

FAQ

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

What insider transactions did WBS executive Kristy Berner report on August 13, 2026?

Kristy Berner reported 14,948 Common Stock shares acquired through vesting of accelerated performance shares and 8,533 shares disposed to cover tax withholding tied to those vestings at $79.07 per share.

Was the August 13, 2026 Form 4 for WBS a market buy or sell by Kristy Berner?

The Form 4 shows equity award vesting and tax withholding, not an open-market trade. Shares were acquired via vesting and a portion, 8,533 shares, was withheld or delivered to satisfy tax liabilities.

How many Webster Financial (WBS) shares vested for Kristy Berner under the Transaction Agreement?

A total of 14,948 Common Stock shares vested for Kristy Berner. These shares arose from performance shares that were accelerated pursuant to a Transaction Agreement among Webster Financial Corporation, Banco Santander, S.A. and Webster Virginia Corporation.

What price was used for the WBS tax-withholding share dispositions on August 13, 2026?

For tax withholding, 8,533 Common Stock shares were treated at a price of $79.07 per share. These shares related to the vesting of accelerated performance shares and time-based restricted shares under the Transaction Agreement.

What is the nature of the F-code transactions in Kristy Berner’s WBS Form 4?

The F-code entries represent payment of tax liability by delivering or withholding securities. Specifically, 6,635 shares and 1,898 shares of Common Stock were withheld at $79.07 per share upon vesting of accelerated performance and time-based restricted shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/17/2026 - 08:12 AM EDT 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^*

Berner Kristy

(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, GC & Corp Sec

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		14,948(1)	A	$0	39,129.369	D
Common Stock	08/13/2026		F		6,635(2)	D	$79.07	32,494.369	D
Common Stock	08/13/2026		F		1,898(3)	D	$79.07	30,596.369	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)