Webster (NYSE: WBS) credit chief gives up all shares in Banco Santander deal
Rhea-AI Filing Summary
WEBSTER FINANCIAL CORP (WBS) reports that Chief Credit Officer Jason A. Soto disposed of all his Webster common stock in connection with Webster’s reincorporation merger and acquisition by 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 plus $48.75 in cash per share, and all fractional shares were paid in cash. Mr. Soto’s equity awards were converted into equivalent Banco Santander equity awards, and he no longer beneficially owns any Webster common stock, directly or indirectly.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 46,460.134 shares
Net Sell
2 txns
Insider
SOTO JASON A.
Role
Chief Credit Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock F1, F2, F3 | 44,685 | $0.00 | $0.00 |
| Disposition | Common Stock F1, F3 | 1,775.134 | $0.00 | $0.00 |
Holdings After Transaction:
Common Stock — 0 shares (Direct);
Common Stock — 0 shares (Indirect, 401(k) Plan)
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
Direct shares disposed: 44,685 shares of Common Stock
Indirect shares disposed (401(k) Plan): 1,775.134 shares of Common Stock
Stock consideration per Webster share: 2.0548 Banco Santander American Depositary Shares per share
+3 more
6 metrics
Direct shares disposed
44,685 shares of Common Stock
Disposition to issuer on August 20, 2026 by Jason A. Soto
Indirect shares disposed (401(k) Plan)
1,775.134 shares of Common Stock
Disposition to issuer on August 20, 2026 from 401(k) Plan
Stock consideration per Webster share
2.0548 Banco Santander American Depositary Shares per share
Merger consideration under Transaction Agreement on August 20, 2026
Cash consideration per Webster share
$48.75 per share
Merger consideration paid without interest on August 20, 2026
WBS closing price before Closing Date
$77.57 per share
Closing price on NYSE on last trading day prior to August 20, 2026
Beneficial ownership after transaction
0 shares of Webster common stock
Reporting person no longer beneficially owns any Webster shares after transaction
Key Terms
Disposition to issuer, American Depositary Shares, reincorporation merger, beneficially owns, +1 more
5 terms
Disposition to issuer financial
"transaction code description": "Disposition to issuer""
reincorporation merger financial
"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"
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.
Transaction Agreement financial
"Disposed of pursuant to the transaction agreement dated February 3, 2026"
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.
FAQ
What transactions did Jason A. Soto report in this Form 4 for WBS?
Jason A. Soto reported two dispositions of Webster Financial Corp common stock on August 20, 2026: 44,685 shares held directly and 1,775.134 shares held indirectly through a 401(k) Plan, both disposed of in a transaction with the issuer.
Does Jason A. Soto still own any WBS common stock after this transaction?
No. As a result of the transaction with Banco Santander, Jason A. Soto no longer beneficially owns, directly or indirectly, any shares of Webster Financial Corp common stock, according to the filed footnote disclosure.
What happened to Jason A. Soto’s equity awards in connection with the WBS transaction?
At the Closing Time, all equity awards held by Jason A. Soto were converted into equivalent Banco Santander equity awards in accordance with the terms of the February 3, 2026 Transaction Agreement among Banco Santander, Webster, and Webster Virginia.
What was the market price of WBS stock before the Banco Santander closing?
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, as stated in the footnotes to the Form 4.
Why is the transaction code on Jason A. Soto’s Form 4 for WBS shown as a disposition to issuer?
The Form 4 uses transaction code D, described as a Disposition to issuer, because the shares were disposed of pursuant to the Transaction Agreement related to Webster’s reincorporation merger and acquisition by Banco Santander, not through open-market trades.
AI-generated analysis. How Rhea-AI works. Not financial advice.
