Webster COO vests 55K shares; 20K withheld for taxes

WEBSTER FINANCIAL CORP executive Luis Massiani, President and COO, reported equity compensation changes involving Common Stock on August 13, 2026.

Rhea-AI Filing Summary

WEBSTER FINANCIAL CORP executive Luis Massiani, President and COO, reported equity compensation changes involving Common Stock on August 13, 2026. He acquired 55,352 shares in connection with the vesting of accelerated performance shares under a Transaction Agreement among Webster Financial Corporation, Banco Santander, S.A. and Webster Virginia Corporation dated February 3, 2026.

On the same date, a total of 20,224 shares (16,375 and 3,849 shares) were disposed of at $79.07 per share to cover tax withholding upon the vesting of these accelerated performance and time-based restricted shares.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Massiani Luis

Role President and COO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1	55,352	$0.00	$0.00
Tax Withholding	Common Stock F2	16,375	$79.07	$1.29M
Tax Withholding	Common Stock F3	3,849	$79.07	$304K

Holdings After Transaction: Common Stock — 185,081.85 shares (Direct)

Footnotes (3)

1. F1. Represents the vesting of certain performance shares that were accelerated pursuant to the Transaction Agreement, dated as of February 3, 2026, by and among Webster Financial Corporation, Banco Santander, S.A. and Webster Virginia Corporation.
2. F2. Represents the tax withholding upon the vesting of certain performance shares that were accelerated pursuant to the Transaction Agreement, dated as of February 3, 2026, by and among Webster Financial Corporation, Banco Santander, S.A. and Webster Virginia Corporation.
3. F3. Represents the tax withholding upon the vesting of certain time-based restricted shares that were accelerated pursuant to the Transaction Agreement, dated as of February 3, 2026, by and among Webster Financial Corporation, Banco Santander, S.A. and Webster Virginia Corporation.

Key Figures

Shares acquired via vesting: 55,352 shares Shares withheld for tax (performance shares): 16,375 shares Shares withheld for tax (time-based restricted shares): 3,849 shares +3 more

6 metrics

Shares acquired via vesting 55,352 shares Common Stock acquired on August 13, 2026 through vesting of accelerated performance shares

Shares withheld for tax (performance shares) 16,375 shares Code F disposition on August 13, 2026 for tax withholding on accelerated performance shares

Shares withheld for tax (time-based restricted shares) 3,849 shares Code F disposition on August 13, 2026 for tax withholding on accelerated time-based restricted shares

Total shares used for tax withholding 20,224 shares Sum of F-coded tax-withholding dispositions reported in the transaction summary

Tax-withholding share price $79.07 per share Per-share value applied to both F-coded tax-withholding transactions

Transaction Agreement date February 3, 2026 Date of Transaction Agreement among Webster Financial Corporation, Banco Santander, S.A. and Webster Virginia Corporation referenced in footnotes

Key Terms

performance shares, time-based restricted shares, Transaction Agreement, tax withholding

4 terms

performance shares financial

"Represents the vesting of certain performance shares that were accelerated pursuant to the Transaction Agreement"

Performance shares are a type of company stock given to executives or employees that only become theirs if the company meets specific goals, like hitting certain profits or growth targets. They motivate leaders to work toward the company’s success, because their additional shares depend on achieving these results.

time-based restricted shares financial

"Represents the tax withholding upon the vesting of certain time-based restricted shares that were accelerated"

Time-based restricted shares are company stock granted to employees or insiders that cannot be sold or fully owned until they unlock after a set period of time. Think of them like a savings account that gradually becomes accessible: they help keep key people tied to the company and can change the total number of tradable shares when they become available, which matters for investor returns and expectations about future selling pressure.

Transaction Agreement regulatory

"accelerated pursuant to the Transaction Agreement, dated as of February 3, 2026, by and among Webster Financial Corporation"

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.

tax withholding financial

"Represents the tax withholding upon the vesting of certain performance shares that were accelerated"

Tax withholding is the practice of taking a portion of a payment—such as wages, dividends, or sale proceeds—before it reaches the recipient and sending that portion to the tax authority as an advance on the recipient’s eventual tax bill. For investors it matters because withholding reduces immediate cash received and affects after‑tax returns, estimated tax payments, and whether you may owe more or receive a refund when taxes are finally calculated, like having a small automatic savings set aside for your tax bill.

FAQ

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

What insider equity activity did WBS executive Luis Massiani report on August 13, 2026?

Luis Massiani reported the vesting-related acquisition of 55,352 Webster Financial Corp (WBS) common shares. The shares relate to accelerated performance awards under a Transaction Agreement and represent equity compensation rather than open-market purchases.

How many Webster Financial Corp (WBS) shares were withheld for taxes in this Form 4?

A total of 20,224 WBS shares (16,375 and 3,849 shares) were withheld or delivered. These dispositions, coded "F," were used for tax withholding tied to the vesting of accelerated performance and time-based restricted shares.

At what price were the WBS shares used for tax withholding valued in the reported transactions?

The shares used for tax withholding were valued at $79.07 per share. This per-share figure applies to both F-coded transactions covering tax obligations arising from the vesting of the accelerated equity awards.

What is the relationship between the reported WBS equity awards and the Transaction Agreement mentioned?

The reported vesting of performance shares and time-based restricted shares was accelerated pursuant to a Transaction Agreement dated February 3, 2026, among Webster Financial Corporation, Banco Santander, S.A. and Webster Virginia Corporation.

Did the WBS Form 4 show open-market buying or selling by Luis Massiani?

The Form 4 showed no open-market purchases or sales. It reported an acquisition from vesting of equity awards and F-coded dispositions where shares were withheld to satisfy tax obligations associated with that vesting.

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

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Accepted by SEC EDGAR 08/17/2026 - 08:20 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

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^*

Massiani Luis

(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)
	President and COO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/13/2026

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	08/13/2026		A		55,352(1)	A	$0	205,305.85	D
Common Stock	08/13/2026		F		16,375(2)	D	$79.07	188,930.85	D
Common Stock	08/13/2026		F		3,849(3)	D	$79.07	185,081.85	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. Represents the vesting of certain performance shares that were accelerated pursuant to the Transaction Agreement, dated as of February 3, 2026, by and among Webster Financial Corporation, Banco Santander, S.A. and Webster Virginia Corporation.

2. Represents the tax withholding upon the vesting of certain performance shares that were accelerated pursuant to the Transaction Agreement, dated as of February 3, 2026, by and among Webster Financial Corporation, Banco Santander, S.A. and Webster Virginia Corporation.

3. Represents the tax withholding upon the vesting of certain time-based restricted shares that were accelerated pursuant to the Transaction Agreement, dated as of February 3, 2026, by and among Webster Financial Corporation, Banco Santander, S.A. and Webster Virginia Corporation.

Remarks:

	/s/ Bradley Larkin, attorney-in-fact	08/17/2026
	** 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)