Webster CEO (NYSE: WBS) takes cash-and-stock exit in Santander buyout
Rhea-AI Filing Summary
WEBSTER FINANCIAL CORP (WBS) reported that Chairman and CEO John R. Ciulla disposed of all his Webster common stock in connection with Webster’s reincorporation merger and acquisition by Banco Santander, S.A. Each Webster share was exchanged for 2.0548 Banco Santander American Depositary Shares plus $48.75 in cash on August 20, 2026.
Ciulla disposed of 360,083 directly held shares and 17,187.16 shares held through a 401(k) plan, both in issuer dispositions under the transaction agreement dated February 3, 2026. All his equity awards were converted into equivalent Banco Santander awards, and he no longer beneficially owns any Webster common stock.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 377,270.16 shares
Net Sell
2 txns
Insider
CIULLA JOHN R
Role
Chairman and CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock F1, F2, F3 | 360,083 | $0.00 | $0.00 |
| Disposition | Common Stock F1, F3 | 17,187.16 | $0.00 | $0.00 |
Holdings After Transaction:
Common Stock — 0 shares (Direct);
Common Stock — 0 shares (Indirect, 401(k)Plan)
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
Direct shares disposed: 360,083 shares of Common Stock
Indirect shares disposed (401(k) plan): 17,187.16 shares of Common Stock
Shares following transaction: 0 shares of Webster common stock
+5 more
8 metrics
Direct shares disposed
360,083 shares of Common Stock
Disposition to issuer by John R. Ciulla on 2026-08-20
Indirect shares disposed (401(k) plan)
17,187.16 shares of Common Stock
Disposition to issuer from 401(k) plan on 2026-08-20
Shares following transaction
0 shares of Webster common stock
Total beneficial ownership by reporting person after closing
Per-share cash consideration
$48.75 in cash per share
Consideration from Banco Santander for each Webster share
Share exchange ratio
2.0548 Banco Santander American Depositary Shares per share
Equity component of consideration for each Webster share
Pre-closing WBS share price
$77.57 per share
Closing price on NYSE on last trading day before August 20, 2026
Transaction agreement date
February 3, 2026
Date of transaction agreement among Banco Santander, Webster, Webster Virginia
Closing Date
August 20, 2026
Effective date for consideration and share exchange
Key Terms
reincorporation merger, American Depositary Shares, beneficially owns, disposition to issuer, +1 more
5 terms
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.
beneficially owns regulatory
"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"
equity awards financial
"all equity awards held by the reporting person were converted to equivalent"
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.
FAQ
Does John R. Ciulla still own any Webster Financial (WBS) common stock after the deal?
No. The filing states that, as a result of the transaction with Banco Santander, John R. Ciulla no longer beneficially owns, directly or indirectly, any shares of Webster Financial Corporation’s common stock.
What happened to John R. Ciulla’s Webster equity awards in the Banco Santander deal?
At the closing time of the Banco Santander transaction, all equity awards held by John R. Ciulla were converted into equivalent Banco Santander equity awards in accordance with the terms of the February 3, 2026 transaction agreement.
Was the WBS Form 4 transaction under a Rule 10b5-1 trading plan?
No. The Form 4 indicates the Rule 10b5-1 checkbox is not affirmatively marked (aff_10b5_one is false), and the footnotes describe the transactions as occurring pursuant to the transaction agreement with Banco Santander rather than a trading plan.
AI-generated analysis. How Rhea-AI works. Not financial advice.
