Santander merger leaves Webster (NYSE: WBS) director with zero shares
Rhea-AI Filing Summary
WEBSTER FINANCIAL CORP (WBS) director Lauren States reported a disposition to the issuer of 15,941 shares of Common Stock on August 20, 2026. The shares were exchanged under a Transaction Agreement involving Banco Santander, S.A., Webster Financial Corporation and Webster Virginia Corporation in connection with a reincorporation merger. Each Webster share was exchanged for the right to receive from Banco Santander 2.0548 American Depositary Shares and $48.75 in cash, and fractional shares were paid in cash. Following this transaction, the reporting person no longer beneficially owns any Webster common stock.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 15,941 shares
Net Sell
1 txn
Insider
States Lauren
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock F1, F2 | 15,941 | $0.00 | $0.00 |
Holdings After Transaction:
Common Stock — 0 shares (Direct)
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
Shares disposed: 15,941 shares of Common Stock
Cash consideration per Webster share: $48.75 per share
ADS consideration per Webster share: 2.0548 Banco Santander American Depositary Shares
+2 more
5 metrics
Shares disposed
15,941 shares of Common Stock
Disposition to issuer on August 20, 2026 by director Lauren States
Cash consideration per Webster share
$48.75 per share
Cash portion of consideration from Banco Santander under the Transaction Agreement
ADS consideration per Webster share
2.0548 Banco Santander American Depositary Shares
Equity portion of consideration for each Webster common share
Webster closing price
$77.57 per share
Closing price on the last trading day prior to the August 20, 2026 Closing Date
Post-transaction holdings
0 shares of Webster common stock
Reporting person’s beneficial ownership after the disposition
Key Terms
reincorporation merger, American Depositary Shares, beneficially owns
3 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.
FAQ
What insider transaction did WBS director Lauren States report?
Lauren States reported a disposition to the issuer of 15,941 shares of Webster Financial Corp common stock on August 20, 2026, in connection with a reincorporation merger involving Banco Santander, S.A., Webster Financial Corporation and Webster Virginia Corporation.
Does Lauren States still own WBS common stock after this transaction?
No. As a result of the transaction, the reporting person no longer beneficially owns, directly or indirectly, any shares of Webster Financial Corp common stock.
What was the reference market price for WBS around the closing 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 Closing Date was $77.57 per share.
Was the WBS insider transaction executed under a Rule 10b5-1 trading plan?
No. The filing indicates the Rule 10b5-1 checkbox was not affirmed, meaning the disposition was not reported as made pursuant to a Rule 10b5-1 trading plan.
AI-generated analysis. How Rhea-AI works. Not financial advice.
