Webster Financial (NYSE: WBS) director exits stock in Banco Santander deal
Rhea-AI Filing Summary
WEBSTER FINANCIAL CORP (WBS) director Maureen Mitchell reported a disposition of all her common stock in connection with a reincorporation merger involving Webster, Webster Virginia Corporation and Banco Santander, S.A. On August 20, 2026, 17,276.999 Webster shares were disposed of as part of the closing.
Under the transaction terms, each Webster share outstanding immediately before the effective time was exchanged for the right to receive from Banco Santander 2.0548 American Depositary Shares and $48.75 in cash, without interest. The closing price of Webster common stock on the last trading day before closing was $77.57. As a result, Mitchell no longer beneficially owns any Webster common shares; cash was paid instead of fractional shares.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 17,276.999 shares
Net Sell
1 txn
Insider
Mitchell Maureen
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock F1, F2 | 17,276.999 | $0.00 | $0.00 |
Holdings After Transaction:
Common Stock — 0 shares (Direct)
Footnotes (2)
- 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. 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: 17,276.999 shares of Common Stock
Cash consideration per share: $48.75 per share
ADS consideration per share: 2.0548 Banco Santander American Depositary Shares per Webster share
+2 more
5 metrics
Shares disposed
17,276.999 shares of Common Stock
Disposed on August 20, 2026 in connection with the merger transaction
Cash consideration per share
$48.75 per share
Cash component received for each Webster share exchanged in the transaction
ADS consideration per share
2.0548 Banco Santander American Depositary Shares per Webster share
Equity component received for each Webster share exchanged in the transaction
Closing price before transaction
$77.57 per share
Closing price of Webster common stock on the NYSE on the last trading day before August 20, 2026
Post-transaction holdings
0 shares
Maureen Mitchell’s beneficial ownership of Webster common stock after the transaction
Key Terms
reincorporation merger, American Depositary Shares, beneficially owns, disposition to issuer
4 terms
reincorporation merger regulatory
"the 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
What transaction did Maureen Mitchell report in the Form 4 for WBS?
Maureen Mitchell reported a disposition of 17,276.999 shares of Webster Financial Corp common stock on August 20, 2026, in connection with a reincorporation merger involving Banco Santander and Webster Virginia Corporation.
What was the market price of WBS stock around the merger closing?
The closing price of Webster Financial Corp common stock on the New York Stock Exchange on the last trading day before the August 20, 2026 closing was $77.57 per share.
Was the reported WBS disposition a market sale by Maureen Mitchell?
No. The Form 4 characterizes the transaction as a disposition to the issuer in connection with the merger, where each share was exchanged for Banco Santander American Depositary Shares and cash, rather than an open-market sale.
AI-generated analysis. How Rhea-AI works. Not financial advice.
