Webster director exits all shares in Santander deal

WEBSTER FINANCIAL CORP (WBS) director Laurence C. Morse reported disposing of all of his Webster common stock in connection with a corporate transaction.

Rhea-AI Filing Summary

WEBSTER FINANCIAL CORP (WBS) director Laurence C. Morse reported disposing of all of his Webster common stock in connection with a corporate transaction. On August 20, 2026, under a transaction agreement among Banco Santander, S.A., Webster and Webster Virginia Corporation, each Webster share was exchanged for the right to receive 2.0548 Banco Santander American Depositary Shares plus $48.75 in cash, with fractional shares paid in cash. The closing price of Webster common stock on the last trading day before closing was $77.57, and following the transaction Morse no longer beneficially owns any Webster common shares, directly or indirectly.

Insider Trade Summary

Disposition: 26,832.6976 shares

Disposition 2 txns

Insider MORSE LAURENCE C

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Stock F1, F2	8,024.6976	$0.00	$0.00
Disposition	Common Stock F1, F2	18,808	$0.00	$0.00

Holdings After Transaction: Common Stock — 0 shares (Direct); Common Stock — 0 shares (Indirect, By Trust)

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

Direct shares disposed: 8,024.6976 shares of Common Stock Indirect shares disposed (By Trust): 18,808 shares of Common Stock Share exchange ratio: 2.0548 Banco Santander American Depositary Shares per Webster share +2 more

5 metrics

Direct shares disposed 8,024.6976 shares of Common Stock Disposition to issuer on August 20, 2026 by Laurence C. Morse

Indirect shares disposed (By Trust) 18,808 shares of Common Stock Disposition to issuer on August 20, 2026, held indirectly by trust

Share exchange ratio 2.0548 Banco Santander American Depositary Shares per Webster share Consideration under Transaction Agreement effective at August 20, 2026 closing

Cash consideration per share $48.75 in cash per Webster share Paid without interest at closing; fractional shares paid in cash

Pre-closing WBS stock price $77.57 per share Closing price on NYSE on last trading day prior to August 20, 2026

Key Terms

reincorporation merger, American Depositary Shares, beneficially owns

3 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.

American Depositary Shares financial

"right to 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.

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.

FAQ

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

What did Laurence C. Morse report in this Form 4 for WBS?

He reported disposing of all his Webster Financial Corp (WBS) common stock on August 20, 2026, in a transaction where each share was exchanged for Banco Santander American Depositary Shares plus cash under a previously signed transaction agreement.

How many WBS shares did Laurence C. Morse dispose of in this filing?

He disposed of 8,024.6976 shares of Webster common stock held directly and 18,808 shares held indirectly through a trust, all as dispositions to the issuer as part of the Banco Santander transaction.

What consideration did WBS shareholders receive in the Banco Santander transaction?

Each Webster Financial Corp share was exchanged for the right to receive 2.0548 Banco Santander American Depositary Shares and $48.75 in cash, without interest, with any fractional shares paid in cash, on the August 20, 2026 closing date.

Does Laurence C. Morse still own any WBS shares after this transaction?

No. The filing states that, as a result of the transaction with Banco Santander, the reporting person no longer beneficially owns, directly or indirectly, any shares of Webster Financial Corp common stock.

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 disclosed in the Form 4 footnote.

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

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Accepted by SEC EDGAR 08/21/2026 - 09:22 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^*

MORSE LAURENCE C

(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)		8,024.6976	D	$0	0(2)	D
Common Stock	08/20/2026		D(1)		18,808	D	$0	0(2)	I	By Trust

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)