Webster HSA Bank head exits 52,773 shares in merger
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
4
Rhea-AI Filing Summary
WEBSTER FINANCIAL CORP (WBS) reports that officer Charles L. Wilkins, Head of HSA Bank, disposed of 52,773 shares of Webster common stock in a disposition to the issuer tied to a reincorporation merger with Webster Virginia Corporation and a related transaction with Banco Santander, S.A. On August 20, 2026, each Webster share was exchanged for the right to receive 2.0548 Banco Santander American Depositary Shares and $48.75 in cash per share, and all fractional shares were paid in cash. Following this transaction, Wilkins no longer beneficially owns any Webster common stock.
Insider Trade Summary
Disposition: 52,773 shares
Disposition
1 txn
Insider
WILKINS CHARLES L
Role
Head of HSA Bank
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock F1, F2, F3 | 52,773 | $0.00 | $0.00 |
Holdings After Transaction:
Common Stock — 0 shares (Direct)
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
Shares disposed: 52,773 shares of Common Stock
Cash consideration per share: $48.75 per share
ADS consideration per share: 2.0548 Banco Santander American Depositary Shares per share
+2 more
5 metrics
Shares disposed
52,773 shares of Common Stock
Disposition to issuer reported for August 20, 2026
Cash consideration per share
$48.75 per share
Cash portion of consideration for each Webster share
ADS consideration per share
2.0548 Banco Santander American Depositary Shares per share
Equity portion of consideration for each Webster share
Closing price of Webster stock
$77.57 per share
Closing price on NYSE on last trading day prior to August 20, 2026
Post-transaction Webster holdings
0 shares
Shares of Webster common stock beneficially owned by reporting person after transaction
Key Terms
reincorporation merger, American Depositary Shares, 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 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.
disposition to issuer financial
"transaction_code_description": "Disposition to issuer"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What transaction did WBS officer Charles L. Wilkins report on this Form 4?
He reported a disposition of 52,773 shares of Webster Financial Corp common stock in a transaction to the issuer connected to a reincorporation merger and related transaction with Banco Santander, S.A.
What happened to WBS equity awards held by Charles L. Wilkins in this transaction?
At the Closing Time, all Webster equity awards held by Charles L. Wilkins were converted into equivalent Banco Santander equity awards in accordance with the Transaction Agreement.
AI-generated analysis. How Rhea-AI works. Not financial advice.
