Webster Financial (NYSE: WBS) director gives up 32K shares in Santander merger
Rhea-AI Filing Summary
WEBSTER FINANCIAL CORP (WBS) director William L. Atwell reported a disposition of 32,511 shares of Common Stock in connection with a corporate transaction. The shares were disposed of pursuant to a February 3, 2026 Transaction Agreement among Banco Santander, S.A., Webster Financial Corporation, and Webster Virginia Corporation.
Under this agreement, each share of Webster common stock outstanding immediately before the effective time of a reincorporation merger between Webster and Webster Virginia was exchanged for the right to receive from Banco Santander 2.0548 Banco Santander American Depositary Shares plus $48.75 in cash, without interest, on August 20, 2026. The closing price of Webster common stock on the last trading day before this closing date was $77.57 per share. Following the transaction, Atwell is reported to no longer beneficially own any shares of Webster common stock.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 32,511 shares
Net Sell
1 txn
Insider
ATWELL WILLIAM L
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock F1, F2 | 32,511 | $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: 32,511 shares of Common Stock
Cash consideration per share: $48.75 per share
ADS consideration per share: 2.0548 Banco Santander American Depositary Shares per Webster share
+2 more
5 metrics
Shares disposed
32,511 shares of Common Stock
Disposition to issuer reported on August 20, 2026
Cash consideration per share
$48.75 per share
Cash component received from Banco Santander for each Webster share
ADS consideration per share
2.0548 Banco Santander American Depositary Shares per Webster share
Equity component received from Banco Santander under the Transaction Agreement
WBS closing price
$77.57 per share
Closing price on the NYSE on the last trading day before the August 20, 2026 closing date
Post-transaction holdings
0 shares of Webster common stock
Beneficial ownership reported following the transaction
Key Terms
reincorporation merger, American Depositary Shares, beneficially owns
3 terms
reincorporation merger financial
"the reincorporation merger between Webster and Webster Virginia was exchanged"
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 William L. Atwell report?
William L. Atwell reported a disposition of 32,511 shares of Webster Financial Corporation common stock. The shares were disposed of in connection with a corporate transaction involving a reincorporation merger and an exchange of Webster shares for Banco Santander securities and cash.
What was the value reference for WBS stock at the time of the transaction?
The filing notes that Webster Financial Corporation common stock had a closing price of $77.57 on the New York Stock Exchange on the last trading day prior to the August 20, 2026 closing date of the transaction.
Does William L. Atwell still own WBS common stock after this Form 4?
No. The filing states that, as a result of the transaction, William L. Atwell no longer beneficially owns, directly or indirectly, any shares of Webster Financial Corporation common stock.
Was the WBS Form 4 transaction a market sale by the director?
No. The Form 4 describes the disposition as a disposition to the issuer in connection with a reincorporation merger under a Transaction Agreement with Banco Santander, rather than an open-market sale initiated independently by the director.
AI-generated analysis. How Rhea-AI works. Not financial advice.
