Webster director cashes out 14K shares in Santander deal

WEBSTER FINANCIAL CORP (WBS) director Mona Aboelnaga reported a disposition to the issuer of 14,311.92 shares of Webster common stock on August 20, 2026.

Rhea-AI Filing Summary

WEBSTER FINANCIAL CORP (WBS) director Mona Aboelnaga reported a disposition to the issuer of 14,311.92 shares of Webster common stock on August 20, 2026. Under a February 3, 2026 Transaction Agreement involving Banco Santander, Webster and Webster Virginia, each Webster share was exchanged on the August 20, 2026 closing date for the right to receive 2.0548 Banco Santander American Depositary Shares plus $48.75 in cash, without interest. As a result of this transaction, the reporting person no longer beneficially owns any shares of Webster common stock.

Insider Trade Summary

Disposition: 14,311.92 shares

Disposition 1 txn

Insider Aboelnaga Mona

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Stock F1, F2	14,311.92	$0.00	$0.00

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

Footnotes (2)

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. 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: 14,311.9200 shares of Common Stock Cash consideration per Webster share: $48.75 in cash ADS consideration per Webster share: 2.0548 Banco Santander American Depositary Shares +3 more

6 metrics

Shares disposed 14,311.9200 shares of Common Stock Disposition to issuer reported on August 20, 2026

Cash consideration per Webster share $48.75 in cash Paid without interest as part of the Banco Santander transaction

ADS consideration per Webster share 2.0548 Banco Santander American Depositary Shares Received per share of Webster common stock in the exchange

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

Post-transaction holdings 0.0000 shares Total shares of Webster common stock beneficially owned after the transaction

Transaction Agreement date February 3, 2026 Date of Transaction Agreement among Banco Santander, Webster and Webster Virginia

Key Terms

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

4 terms

Transaction Agreement regulatory

"Disposed of pursuant to the transaction agreement dated 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.

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.

American Depositary Shares financial

"right to 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.

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.

FAQ

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

What did Mona Aboelnaga report in this Form 4 for WBS?

Mona Aboelnaga reported a disposition of 14,311.92 shares of Webster Financial Corp common stock to the issuer on August 20, 2026, in connection with a larger transaction involving Banco Santander and Webster Virginia.

What consideration did WBS shareholders receive in the Banco Santander transaction?

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

Does Mona Aboelnaga still own WBS common stock after this transaction?

No. The filing states that, as a result of the transaction, the reporting person no longer beneficially owns any shares of Webster Financial Corp common stock, directly or indirectly.

What was the context of the WBS share disposition reported by Mona Aboelnaga?

The shares were disposed of under a February 3, 2026 Transaction Agreement among Banco Santander, Webster Financial Corporation and Webster Virginia Corporation, tied to a reincorporation merger and subsequent exchange of Webster shares.

What was the market price of WBS stock before the closing of the transaction?

The filing notes that 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 per share.

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

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Accepted by SEC EDGAR 08/21/2026 - 08:27 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

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^*

Aboelnaga Mona

(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
	Officer (give title below)		Other (specify below)

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		14,311.92	D(1)	$0	0(2)	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. 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)