Webster (NYSE: WBS) CFO gives up stake in Santander deal

Rhea-AI Filing Summary

WEBSTER FINANCIAL CORP (WBS) reported that EVP and CFO William Neal Holland disposed of 53,389 shares of Webster common stock in a disposition to the issuer on August 20, 2026. The disposition occurred in connection with a reincorporation merger in which each Webster share was exchanged for the right to receive from Banco Santander 2.0548 American Depositary Shares and $48.75 in cash, without interest. Webster common stock closed at $77.57 on the last trading day before closing. All of Holland’s Webster equity awards were converted into equivalent Banco Santander equity awards, and he no longer beneficially owns any Webster common stock.

Insider Trade Summary

Net Seller: 53,389 shares

Net Sell 1 txn

Insider HOLLAND WILLIAM NEAL

Role EVP and CFO

Type	Security	Shares	Price	Value
Disposition	Common Stock F1, F2, F3	53,389	$0.00	$0.00

Holdings After Transaction: Common Stock — 0 shares (Direct)

Footnotes (3)

1. 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.
2. 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.
3. 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: 53,389 shares of common stock Cash consideration per WBS share: $48.75 in cash Stock consideration per WBS share: 2.0548 Banco Santander American Depositary Shares +2 more

5 metrics

Shares disposed 53,389 shares of common stock Disposition to issuer on August 20, 2026 under Transaction Agreement

Cash consideration per WBS share $48.75 in cash Paid by Banco Santander for each Webster share at closing, without interest

Stock consideration per WBS share 2.0548 Banco Santander American Depositary Shares ADS received for each Webster share under the Transaction Agreement

WBS closing price before Closing Date $77.57 per share Closing price on the last NYSE trading day prior to August 20, 2026

Post-transaction WBS holdings 0 shares Total Webster common stock beneficially owned by Holland after the transaction

Key Terms

reincorporation merger, American Depositary Shares, Transaction Agreement, beneficially owns

4 terms

reincorporation merger regulatory

"the 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.

American Depositary Shares financial

"receive from Banco Santander 2.0548 Banco Santander American Depositary Shares"

American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.

Transaction Agreement regulatory

"Disposed of pursuant to the transaction agreement dated February 3, 2026 (the "Transaction Agreement")"

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.

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 transaction did WBS report for EVP and CFO William Neal Holland?

WBS reported that EVP and CFO William Neal Holland disposed of 53,389 shares of Webster common stock on August 20, 2026 in a disposition to the issuer completed under a Transaction Agreement involving Banco Santander and Webster Virginia Corporation.

What did WBS shareholders receive per share in the Banco Santander transaction?

Each share of WBS common stock was exchanged for the right to receive from Banco Santander 2.0548 American Depositary Shares plus $48.75 in cash, without interest, as of the August 20, 2026 closing date.

How many WBS shares did the CFO hold after this Form 4 transaction?

Following the reported transaction, the Form 4 states that William Neal Holland beneficially owned 0 shares of Webster Financial Corp common stock, directly or indirectly, as a result of the merger-related disposition.

What happened to the WBS equity awards held by the CFO?

At the closing time of the transaction, all WBS equity awards held by William Neal Holland were converted into equivalent Banco Santander equity awards in accordance with the terms set forth in the Transaction Agreement.

What was the WBS stock price around the Banco Santander closing date?

The closing price of Webster Financial Corp common stock on the New York Stock Exchange on the last trading day prior to the August 20, 2026 closing date was $77.57 per share.

Was the WBS CFO’s Form 4 transaction under a Rule 10b5-1 trading plan?

The Form 4 indicates that the Rule 10b5-1 checkbox was not marked as an affirmative trading plan, and the footnotes describe the disposition as occurring pursuant to the Transaction Agreement, not a Rule 10b5-1 trading plan.

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

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/21/2026 - 09:13 AM Accepted by SEC EDGAR 08/21/2026 - 09:12 AM 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

X

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^*

HOLLAND WILLIAM NEAL

(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)
	EVP and CFO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2026

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	08/20/2026		D(1)(2)		53,389	D	$0	0(3)	D

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. 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.

2. 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.

3. As a result of the transaction, the reporting person no longer beneficially owns, directly or indirectly, any shares of Webster's common stock.

Remarks:

	/s/ Bradley Larkin, attorney-in-fact	08/21/2026
	** 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)