Webster (NYSE: WBS) CIO gives up all shares in Santander deal

Rhea-AI Filing Summary

WEBSTER FINANCIAL CORP (WBS) reports that Chief Information Officer Vikram A. Nafde disposed of all of his Common Stock on August 20, 2026 in a disposition to the issuer tied to a reincorporation merger with Webster Virginia Corporation and a broader transaction with Banco Santander, S.A. Each share of Webster common stock was exchanged for the right to receive from Banco Santander 2.0548 American Depositary Shares plus $48.75 in cash, without interest, with any fractional shares paid in cash. Following this transaction, the reporting person no longer beneficially owns any Webster common stock, and all of his Webster equity awards were converted into equivalent Banco Santander equity awards.

Insider Trade Summary

Net Seller: 37,862.8465 shares

Net Sell 1 txn

Insider NAFDE VIKRAM A.

Role Chief Information Officer

Type	Security	Shares	Price	Value
Disposition	Common Stock F1, F2, F3	37,862.8465	$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: 37,862.8465 shares of Common Stock ADS consideration per share: 2.0548 Banco Santander American Depositary Shares per Webster share Cash consideration per share: $48.75 in cash per Webster share +3 more

6 metrics

Shares disposed 37,862.8465 shares of Common Stock Disposition to issuer on August 20, 2026 under the Transaction Agreement

ADS consideration per share 2.0548 Banco Santander American Depositary Shares per Webster share Exchange ratio for each share of Webster common stock at closing

Cash consideration per share $48.75 in cash per Webster share Paid without interest on August 20, 2026, with fractional shares paid in cash

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

Post-transaction WBS holdings 0 shares of Webster common stock Reporting person’s beneficial ownership after consummation of the transaction

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

Key Terms

reincorporation merger, American Depositary Shares, equity awards, beneficially owns

4 terms

reincorporation merger regulatory

"the reincorporation merger between Webster and Webster Virginia was exchanged"

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.

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.

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

What insider transaction did WBS report for Vikram A. Nafde?

WEBSTER FINANCIAL CORP reported that Chief Information Officer Vikram A. Nafde disposed of 37,862.8465 shares of Common Stock on August 20, 2026 in a disposition to the issuer related to a merger and transaction with Banco Santander.

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

For each share of WEBSTER FINANCIAL CORP common stock, holders received the right to get from Banco Santander 2.0548 American Depositary Shares plus $48.75 in cash, without interest, as of August 20, 2026, with fractional shares paid in cash.

Does Vikram A. Nafde still own WBS common stock after this Form 4?

No. As disclosed, as a result of the Banco Santander transaction, Vikram A. Nafde no longer beneficially owns, directly or indirectly, any shares of WEBSTER FINANCIAL CORP common stock following the August 20, 2026 closing.

How were WBS equity awards affected for Vikram A. Nafde?

At the transaction closing, all Webster equity awards held by Vikram A. Nafde were converted into equivalent Banco Santander equity awards in accordance with the terms of the February 3, 2026 Transaction Agreement.

What was the WBS share price near the Banco Santander closing date?

The closing price of WEBSTER FINANCIAL CORP common stock on the last trading day prior to August 20, 2026, the closing date of the Banco Santander transaction, was $77.57 per share on the New York Stock Exchange.

Why is the transaction coded as a disposition to issuer on the WBS Form 4?

The Form 4 uses code D, described as a Disposition to issuer, because the common stock was disposed of pursuant to a Transaction Agreement involving a reincorporation merger and exchange of Webster shares for Banco Santander American Depositary Shares and cash.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/21/2026 - 04:20 PM Accepted by SEC EDGAR 08/21/2026 - 04:19 PM 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^*

NAFDE VIKRAM A.

(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)
	Chief Information Officer

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)		37,862.8465	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)