Webster CEO vests 105K shares; 35K withheld for taxes

WEBSTER FINANCIAL CORP reported equity compensation activity for Chairman and CEO John R. Ciulla.

Rhea-AI Filing Summary

WEBSTER FINANCIAL CORP reported equity compensation activity for Chairman and CEO John R. Ciulla. On 2026-08-13, he acquired 105,830 shares of common stock at $0.00 per share in connection with the vesting of performance shares accelerated under a Transaction Agreement with Banco Santander, S.A. and Webster Virginia Corporation. On the same date, a total of 35,585 shares were disposed of under code F transactions at $79.07 per share, representing shares delivered or withheld for payment of tax liability upon the vesting of accelerated performance shares and time-based restricted shares. Following these events, he also reported 17,187.16 shares held indirectly through a 401(k) plan.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider CIULLA JOHN R

Role Chairman and CEO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1	105,830	$0.00	$0.00
Tax Withholding	Common Stock F2	28,537	$79.07	$2.26M
Tax Withholding	Common Stock F3	7,048	$79.07	$557K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 360,083 shares (Direct); Common Stock — 17,187.16 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: 105,830 shares Tax withholding shares (performance awards): 28,537 shares Tax withholding shares (time-based restricted shares): 7,048 shares +5 more

8 metrics

Performance shares vested 105,830 shares Common Stock acquired on 2026-08-13 via grant/award acquisition (accelerated performance shares)

Tax withholding shares (performance awards) 28,537 shares Common Stock disposed on 2026-08-13 under code F at $79.07 per share

Tax withholding shares (time-based restricted shares) 7,048 shares Common Stock disposed on 2026-08-13 under code F at $79.07 per share

Total tax withholding shares 35,585 shares Sum of code F transactions reported for tax liability payment

Tax withholding price $79.07 per share Price for both code F disposition transactions on 2026-08-13

Indirect 401(k) holdings 17,187.16 shares Common Stock held indirectly through a 401(k) plan as of 2026-08-13

Rule 10b5-1 status Checkbox not selected aff_10b5_one is false for this Form 4 filing

Exercise price or tax liability transactions 35,585 shares exercisePriceOrTaxLiabilityShares across 2 code F transactions

Key Terms

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

Transaction Agreement regulatory

"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.

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.

401(k)Plan financial

"total_shares_following_transaction 17187.1600, nature_of_ownership 401(k)Plan"

FAQ

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

What equity award activity did WBS Chairman and CEO John R. Ciulla report on this Form 4?

John R. Ciulla reported the vesting of 105,830 shares of Webster Financial common stock on 2026-08-13. These shares reflected performance awards accelerated under a Transaction Agreement and were received at $0.00 per share as part of his equity compensation.

How many WBS shares were withheld or delivered for taxes in Ciulla’s August 2026 Form 4?

A total of 35,585 shares of Webster Financial common stock were disposed of under code F transactions at $79.07 per share. These shares were delivered or withheld specifically for payment of tax liability upon the vesting of accelerated awards.

What is the significance of the Transaction Agreement mentioned in the WBS Form 4 footnotes?

The footnotes state that certain performance and time-based restricted shares vested early pursuant to a Transaction Agreement dated February 3, 2026 among Webster Financial Corporation, Banco Santander, S.A., and Webster Virginia Corporation, which triggered the reported equity award vesting and related tax withholding.

Did the August 2026 WBS insider transactions occur under a Rule 10b5-1 trading plan?

The filing indicates the Rule 10b5-1 checkbox is not selected, and there is no footnote describing a trading plan. The reported transactions relate to equity award vesting and associated tax withholding rather than open-market buying or selling under a pre-arranged plan.

What indirect holdings did John R. Ciulla report in WBS stock?

Ciulla reported an indirect holding of 17,187.16 shares of Webster Financial common stock as of 2026-08-13. These shares are held through a 401(k) plan, reflecting retirement-plan ownership rather than directly held shares in a brokerage account.

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

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 08/17/2026 - 08:14 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^*

CIULLA JOHN R

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

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		105,830(1)	A	$0	395,668	D
Common Stock	08/13/2026		F		28,537(2)	D	$79.07	367,131	D
Common Stock	08/13/2026		F		7,048(3)	D	$79.07	360,083	D
Common Stock								17,187.16	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:

	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)