Webster Financial (WBS) Form 4: Chairman sold 8,000 shares under 10b5-1 plan

Rhea-AI Filing Summary

John R. Ciulla, Chairman and CEO of Webster Financial Corporation (WBS), reported the sale of 8,000 shares of Common Stock on 08/14/2025. The sale was made pursuant to a Rule 10b5-1 trading plan adopted April 30, 2025, and the reported price is an average of the transaction prices of $57.9496 per share. After the sale, Mr. Ciulla directly owns 239,872 shares and indirectly holds 16,725.661 shares through a 401(k) plan. The Form 4 was signed by an attorney-in-fact on 08/15/2025.

Positive

• Sale executed under a Rule 10b5-1 plan, indicating pre-authorized, structured trading and an affirmative defense to insider trading claims
• Timely and complete disclosure including post-transaction ownership and an offer to provide per-price execution details on request

Negative

• Insider reduced direct ownership by 8,000 shares, which may be viewed negatively by some investors despite being routine
• Average price reported rather than per-trade details; while permissible, it requires recipients to request further breakdown if needed

Insights

Corporate Governance Expert

TL;DR: Insider sale under a pre-established 10b5-1 plan reduces direct holdings modestly; appears routine and compliant.

The sale of 8,000 shares by the Chairman and CEO was executed under a Rule 10b5-1 plan, which indicates the transactions were pre-authorized and intended to provide an affirmative defense against insider trading claims. The reported average price of $57.9496 and the post-sale direct ownership of 239,872 shares represent a small percentage change relative to typical CEO holdings at regional banks, suggesting limited governance or control implications. Disclosure appears timely and includes an offer to provide detailed per-price execution data.

Securities Compliance Analyst

TL;DR: Transaction disclosure meets Section 16 reporting standards and documents Rule 10b5-1 plan execution.

The Form 4 lists the appropriate relationship tags (Director; Officer — Chairman and CEO) and indicates a single reporting person filing. The explanation clarifies the sale was pursuant to a 10b5-1 plan adopted April 30, 2025, and notes the average price reporting with willingness to provide per-trade price details. From a compliance standpoint, the filing contains required elements and a signature via attorney-in-fact, consistent with common practice.

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).

X

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^*

CIULLA JOHN R

(Last) (First) (Middle)

C/O WEBSTER FINANCIAL CORP

200 ELM STREET

(Street)

STAMFORD CT 06902

(City) (State) (Zip)

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
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/14/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	08/14/2025		S(1)		8,000	D	$57.9496(2)	239,872	D
Common Stock								16,725.661	I	401(k)Plan

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. The reported sale of 8,000 shares occurred pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on April 30, 2025.

2. The price reported in Column 4 is an average price. The reporting person undertakes to provide Webster Financial Corporation, any security holder of Webster Financial Corporation, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares of common stock sold at each price.

Remarks:

	Bradley Larkin, attorney-in-fact	08/15/2025
	** 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.

FAQ

What did John R. Ciulla report on the Form 4 for WBS?

The filing reports the sale of 8,000 shares of Webster Financial Corporation common stock on 08/14/2025, executed under a 10b5-1 trading plan.

How many WBS shares does the reporting person own after the transaction?

After the reported sale, the reporting person directly beneficially owns 239,872 shares and indirectly holds 16,725.661 shares via a 401(k) plan.

At what price were the shares sold according to the Form 4?

The Form 4 lists an average price of $57.9496 per share and states the filer will provide detailed per-trade prices upon request.

Was the sale connected to a pre-existing trading plan?

Yes. The sale was made pursuant to a Rule 10b5-1 trading plan adopted on April 30, 2025.

Who signed the Form 4?

The Form 4 was signed by Bradley Larkin, attorney-in-fact, on 08/15/2025.