Webster Financial (NYSE: WBS) GC gives up stake for Santander cash and stock
Rhea-AI Filing Summary
WEBSTER FINANCIAL CORP (WBS) reports that officer Kristy Berner disposed of her 30,596.369 shares of Webster common stock in connection with Webster’s reincorporation merger into Webster Virginia Corporation and related transaction with Banco Santander, S.A. On the August 20, 2026 closing date, each Webster share was exchanged for 2.0548 Banco Santander American Depositary Shares plus $48.75 in cash, with fractional shares paid in cash. Following the transaction, Berner no longer beneficially owns any Webster common stock.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 30,596.369 shares
Net Sell
1 txn
Insider
Berner Kristy
Role
EVP, GC & Corp Sec
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock F1, F2, F3 | 30,596.369 | $0.00 | $0.00 |
Holdings After Transaction:
Common Stock — 0 shares (Direct)
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
Shares disposed: 30,596.369 shares of Common Stock
Shares following transaction: 0 shares of Common Stock
Share exchange ratio: 2.0548 Banco Santander American Depositary Shares per Webster share
+2 more
5 metrics
Shares disposed
30,596.369 shares of Common Stock
Disposition to issuer reported for August 20, 2026
Shares following transaction
0 shares of Common Stock
Reported holdings of Webster common stock after the transaction
Share exchange ratio
2.0548 Banco Santander American Depositary Shares per Webster share
Consideration in the Transaction Agreement for each Webster share
Cash consideration per share
$48.75 per Webster share
Cash component received from Banco Santander, without interest
WBS closing price pre-closing
$77.57 per share
Closing price on the NYSE on the last trading day before August 20, 2026
Key Terms
reincorporation merger, American Depositary Shares, beneficially owns, equity awards
4 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.
equity awards financial
"all equity awards held by the reporting person were converted"
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
What transaction did WBS report for officer Kristy Berner on this Form 4?
The Form 4 reports that Kristy Berner, EVP, GC & Corp Sec of WBS, disposed of 30,596.369 shares of Webster common stock in a disposition to the issuer tied to a merger-related transaction with Banco Santander on August 20, 2026.
How were Kristy Berner’s equity awards treated in the WBS–Banco Santander deal?
At the closing time of the transaction, all equity awards held by Kristy Berner were converted into equivalent Banco Santander equity awards, in accordance with the terms set forth in the Transaction Agreement dated February 3, 2026.
AI-generated analysis. How Rhea-AI works. Not financial advice.
