Webster CCO vests 14,948 shares, 11,048 withheld

WEBSTER FINANCIAL CORP executive Jason A. Soto, Chief Credit Officer, reported equity compensation activity in company common stock.

Rhea-AI Filing Summary

WEBSTER FINANCIAL CORP executive Jason A. Soto, Chief Credit Officer, reported equity compensation activity in company common stock. On 2026-08-13, he acquired 14,948 shares through the vesting of performance shares accelerated under a Transaction Agreement among Webster Financial Corporation, Banco Santander, S.A. and Webster Virginia Corporation. On the same date, 7,229 shares and 3,819 shares were withheld at $79.07 per share to satisfy tax withholding upon the vesting of the accelerated performance shares and time-based restricted shares. He also reports indirect ownership of 1,775.134 shares held in a 401(k) Plan.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider SOTO JASON A.

Role Chief Credit Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1	14,948	$0.00	$0.00
Tax Withholding	Common Stock F2	7,229	$79.07	$572K
Tax Withholding	Common Stock F3	3,819	$79.07	$302K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 44,685 shares (Direct); Common Stock — 1,775.134 shares (Indirect, 401(k) Plan)

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

Performance shares vested: 14,948 shares Tax-withheld shares (performance): 7,229 shares Tax-withheld shares (time-based RS): 3,819 shares +3 more

6 metrics

Performance shares vested 14,948 shares Vesting of performance shares accelerated under the Transaction Agreement on 2026-08-13

Tax-withheld shares (performance) 7,229 shares Tax withholding upon vesting of accelerated performance shares at $79.07 per share

Tax-withheld shares (time-based RS) 3,819 shares Tax withholding upon vesting of accelerated time-based restricted shares at $79.07 per share

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

Shares used for tax withholding (total) 11,048 shares Sum of the two Form 4 code F transactions for tax withholding

Indirect 401(k) holdings 1,775.134 shares Indirect ownership of Webster Financial common stock in a 401(k) Plan

Key Terms

performance shares, time-based restricted shares, tax withholding, Transaction Agreement, +1 more

5 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 financial

"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.

401(k) Plan financial

"total_shares_following_transaction 1775.1340, nature_of_ownership 401(k) Plan"

A 401(k) plan is a workplace retirement account that lets employees set aside part of their pay into a tax-advantaged savings pot, often with employers adding matching contributions — like a workplace piggy bank for future income. It matters to investors because the amount people save and how employers fund these plans influence consumer spending, corporate payroll costs and the flow of money into financial markets, which can affect stock prices and company valuations.

FAQ

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

What did WBS Chief Credit Officer Jason A. Soto report in this Form 4?

Jason A. Soto reported 14,948 Webster Financial (WBS) common shares acquired via vested performance shares, with 11,048 shares withheld at $79.07 per share to cover tax obligations, plus indirect holdings in a 401(k) Plan.

How many Webster Financial (WBS) shares vested for Jason A. Soto?

A total of 14,948 performance shares vested for Jason A. Soto. These vestings were accelerated under a Transaction Agreement among Webster Financial Corporation, Banco Santander, S.A. and Webster Virginia Corporation, as described in the filing footnotes.

How many WBS shares were withheld for taxes in Jason A. Soto’s transactions?

The Form 4 shows 7,229 shares and 3,819 shares of Webster Financial common stock withheld to satisfy tax withholding obligations, each at a reported price of $79.07 per share, tied to the vesting of accelerated performance and time-based restricted shares.

What price per share is associated with the tax withholding on WBS stock?

For Jason A. Soto’s Webster Financial (WBS) Form 4, the tax-withholding transactions report a per-share value of $79.07. This price applies to both the 7,229-share and 3,819-share tax-withholding dispositions in common stock.

Does Jason A. Soto hold Webster Financial (WBS) shares through a retirement plan?

Yes. The Form 4 reports indirect ownership of 1,775.134 shares of Webster Financial common stock held in a 401(k) Plan. This entry is listed as an indirect holding separate from the vested and tax-withheld share transactions.

What role did the Transaction Agreement play in Jason A. Soto’s WBS share vesting?

The filing states that Jason A. Soto’s performance shares and certain time-based restricted shares vested due to acceleration under a Transaction Agreement among Webster Financial Corporation, Banco Santander, S.A. and Webster Virginia Corporation, triggering the reported grant and tax-withholding entries.

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

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Accepted by SEC EDGAR 08/17/2026 - 08:21 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^*

SOTO JASON A.

(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)
	Chief Credit Officer

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	55,733	D
Common Stock	08/13/2026		F		7,229(2)	D	$79.07	48,504	D
Common Stock	08/13/2026		F		3,819(3)	D	$79.07	44,685	D
Common Stock								1,775.134	I	401(k) Plan

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)