Webster (NYSE: WBS) director gives up final shares in Santander merger
Rhea-AI Filing Summary
WEBSTER FINANCIAL CORP (WBS) reported that director Carol Hayles disposed of 13,985 shares of Webster common stock in a disposition to the issuer in connection with a reincorporation merger and related transaction with Banco Santander, S.A. Each Webster share was exchanged for the right to receive from Banco Santander 2.0548 American Depositary Shares and $48.75 in cash per share on August 20, 2026, the stated closing date. The filing states that, as a result of this transaction, Hayles no longer beneficially owns any Webster common stock.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 13,985 shares
Net Sell
1 txn
Insider
HAYLES CAROL
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock F1, F2 | 13,985 | $0.00 | $0.00 |
Holdings After Transaction:
Common Stock — 0 shares (Direct)
Footnotes (2)
- 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. 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: 13,985 shares of Common Stock
Exchange ratio: 2.0548 Banco Santander American Depositary Shares per Webster share
Cash consideration per share: $48.75 per share
+3 more
6 metrics
Shares disposed
13,985 shares of Common Stock
Disposition to issuer reported for August 20, 2026
Exchange ratio
2.0548 Banco Santander American Depositary Shares per Webster share
Consideration for each share of Webster common stock
Cash consideration per share
$48.75 per share
Cash component paid for each Webster common share, without interest
Webster closing price
$77.57 per share
Closing price on NYSE on last trading day prior to August 20, 2026 closing date
Post-transaction holdings
0 shares of Webster common stock
Beneficial ownership of Carol Hayles after the reported transaction
Closing Date
August 20, 2026
Effective date when exchange for Banco Santander ADS and cash occurred
Key Terms
American Depositary Shares, reincorporation merger, beneficially owns, disposition to issuer
4 terms
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.
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.
disposition to issuer financial
"transaction_code_description": "Disposition to issuer""
FAQ
What insider transaction did WBS report for director Carol Hayles?
The report shows that Carol Hayles disposed of 13,985 shares of Webster Financial Corp common stock in a disposition to the issuer tied to a reincorporation merger and related transaction with Banco Santander, S.A. After this transaction, she no longer beneficially owns Webster common stock.
What was the closing price of WBS stock referenced in this Form 4 filing?
The filing notes that 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.
Why was Carol Hayles’s WBS stock characterized as disposed of to the issuer?
The transaction is described as a disposition to the issuer because the Webster shares were exchanged pursuant to a reincorporation merger under a February 3, 2026 transaction agreement among Banco Santander, Webster Financial Corporation, and Webster Virginia Corporation.
AI-generated analysis. How Rhea-AI works. Not financial advice.
