Webster exec exits all shares in Santander merger
WEBSTER FINANCIAL CORP (WBS) reports that Christopher J. Motl, President, Commercial Banking, disposed of all his Webster common stock on August 20, 2026 in connection with a reincorporation merger under a Transaction Agreement with Banco Santander, S.A.
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Form Type
4
Rhea-AI Filing Summary
WEBSTER FINANCIAL CORP (WBS) reports that Christopher J. Motl, President, Commercial Banking, disposed of all his Webster common stock on August 20, 2026 in connection with a reincorporation merger under a Transaction Agreement with Banco Santander, S.A. Each Webster share was exchanged for the right to receive 2.0548 Banco Santander American Depositary Shares plus $48.75 in cash, without interest. All of Motl’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
Disposition: 117,105.923 shares
Disposition
2 txns
Insider
MOTL CHRISTOPHER J
Role
President, Commercial Banking
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock F1, F2, F3 | 108,246 | $0.00 | $0.00 |
| Disposition | Common Stock F1, F3 | 8,859.923 | $0.00 | $0.00 |
Holdings After Transaction:
Common Stock — 0 shares (Direct);
Common Stock — 0 shares (Indirect, 401(k) plan)
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
Direct shares disposed: 108,246 shares of Common Stock
Indirect shares disposed (401(k) plan): 8,859.923 shares of Common Stock
Share exchange ratio: 2.0548 Banco Santander American Depositary Shares per Webster share
+2 more
5 metrics
Direct shares disposed
108,246 shares of Common Stock
Disposition to issuer on August 20, 2026 in merger-related transaction
Indirect shares disposed (401(k) plan)
8,859.923 shares of Common Stock
Disposition of 401(k) plan holdings on August 20, 2026 in same transaction
Share exchange ratio
2.0548 Banco Santander American Depositary Shares per Webster share
Consideration for each share of Webster common stock at closing on August 20, 2026
Cash consideration per share
$48.75 per Webster share
Cash portion of consideration under the Transaction Agreement, without interest
WBS closing price before closing date
$77.57 per share
Closing price on the NYSE on the last trading day prior to August 20, 2026
Key Terms
Transaction Agreement, reincorporation merger, American Depositary Shares, equity awards
4 terms
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.
reincorporation merger regulatory
"immediately prior to 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.
equity awards financial
"all equity awards held by the reporting person were converted to equivalent Banco Santander equity awards"
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
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did Christopher J. Motl report in this Form 4 for WBS?
He reported disposing of all his Webster Financial Corp common stock on August 20, 2026, in a transaction tied to a reincorporation merger with Banco Santander. Following the transaction, he no longer beneficially owns any Webster common stock, directly or indirectly.
What happened to Christopher J. Motl’s WBS equity awards?
At the closing, all Webster equity awards held by Motl were converted into equivalent Banco Santander equity awards, in accordance with the Transaction Agreement among Banco Santander, Webster Financial Corporation, and Webster Virginia Corporation.
What was the WBS stock price around the merger closing?
The closing price of Webster Financial Corp common stock on the New York Stock Exchange on the last trading day before the August 20, 2026 closing date was $77.57 per share, as disclosed in the filing footnotes.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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