Webster director exits 13,985 shares in Santander deal

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.

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.

Insider Trade Summary

Disposition: 13,985 shares

Disposition 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)

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: 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

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.

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

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

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 did Webster Financial Corp (WBS) shareholders receive in the Banco Santander transaction?

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, as of August 20, 2026, the stated closing date of the transaction.

How many WBS shares did Carol Hayles hold after the reported transaction?

Following the disposition of 13,985 shares, the Form 4 states that Carol Hayles no longer beneficially owns, directly or indirectly, any shares of Webster Financial Corp 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.

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Accepted by SEC EDGAR 08/21/2026 - 09:09 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^*

HAYLES CAROL

(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(1)		13,985	D	$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)