Webster Financial SEC Filings

Webster Financial Corporation disclosed filings related to a subordinated debt issuance and related underwriting and legal documents. The company executed an Underwriting Agreement dated September 4, 2025 with BofA Securities, Goldman Sachs, J.P. Morgan and Morgan Stanley as representatives of the underwriters. It also filed a Subordinated Debt Indenture and a First Supplemental Indenture dated September 11, 2025, and included the form of a 5.784% Fixed Rate Reset Subordinated Note. Legal opinions and consents from Davis Polk & Wardwell LLP are included, plus the cover page interactive data file. The filings document the debt instrument's structure, parties, and counsel but do not state proceeds, use of funds, or ratings.

Webster Financial Corporation (WBS) Form 3 shows Gregory Madar, identified as a Director and Chief Accounting Officer, reporting initial beneficial ownership following a 09/03/2025 event. He directly owns 8,274.579 shares of common stock and indirectly holds 653.315 shares through a 401(k) plan. The filing was signed by an attorney-in-fact on 09/10/2025.

Hayles Carol, a director of Webster Financial Corp (WBS), reported a sale of 4,841 shares of Common Stock on 09/08/2025 at a price of $61.575 per share. After the transaction the reporting person beneficially owned 12,389 shares. The Form 4 was executed by an attorney-in-fact and signed on 09/09/2025. The filing shows no derivative transactions and contains no explanatory remarks.

Webster Financial Corporation (WBS) filed a Form 144 notice indicating a proposed sale of 4,841 common shares through Fidelity Brokerage Services LLC on the NYSE with an aggregate market value of $298,084.58. The filing reports the company has 166,188,648 shares outstanding. The approximate sale date is listed as 09/08/2025. The shares were acquired in three tranches: an open-market purchase of 1,000 shares on 10/02/2018 (cash), restricted stock vesting of 616 shares on 10/23/2019, and restricted stock vesting of 3,225 shares on 04/23/2021 (both listed as compensation). The filer states there were no securities sold in the past 3 months to report and affirms no undisclosed material adverse information.

Prospectus supplement for Webster Financial Corporation (WBS) describes a $350,000,000 note offering and related disclosure about the company’s capital structure, subsidiary constraints and recent audit findings. The offering lists aggregate principal amount of the Notes as $350,000,000 with fees equal to 0.75% ($2,625,000) and net proceeds shown as $347,375,000. On a consolidated basis as of June 30, 2025, liabilities totaled approximately $72.6 billion, including $0.6 billion of subordinated notes that would rank equal with the Notes and $72.1 billion of liabilities of subsidiaries that are structurally senior to the Notes. The filing also discloses an audit opinion that identified material weaknesses in internal control over financial reporting related to information technology controls following the 2022 Sterling acquisition.

Webster Financial Corporation (WBS) provided a prospectus supplement for debt securities that discloses its consolidated liabilities and key corporate and regulatory constraints. As of June 30, 2025, consolidated liabilities totaled approximately $72.6 billion, which includes about $0.6 billion of subordinated notes that would rank equal with the offered Notes and $72.1 billion of subsidiary liabilities that are structurally senior to the Notes. The Indenture places no limit on additional indebtedness by the company or its subsidiaries, and contractual and regulatory restrictions may limit subsidiaries from paying dividends or distributions to the parent, potentially restricting access to cash for Note payments. The filing also discloses a material weakness in internal control over financial reporting related to information technology controls after the Sterling acquisition and notes the Sterling merger was an all-stock transaction valued at $5.2 billion. The prospectus includes standard tax, ERISA and withholding discussions for non-U.S. holders and details on preferred and depositary share programs.

Webster Financial Corporation (WBS) Form 4 shows that the company's Chief Accounting Officer sold 15,755 shares of common stock on 09/02/2025. The filer notes they served as Chief Accounting Officer until that same date.

The filing was signed by an attorney-in-fact on 09/03/2025. No purchase price, proceeds, or derivative transactions are reported in this Form 4.

Form 4 disclosure for Webster Financial Corporation (WBS) shows James M. Griffin, Head of Consumer Banking and an officer of the company, sold 807 shares of WBS common stock on 08/28/2025 at a price of $62.14 per share. After the sale, Mr. Griffin beneficially owned 12,556 shares directly. The filing also reports 5,420.071 shares held indirectly through a 401(k) plan. The form is signed by an attorney-in-fact on 08/29/2025.

Form 144 notice for Webster Financial Corporation (WBS) indicates a proposed sale of 1,308 common shares valued at approximately $80,115 to be sold on or about 08/22/2025 through Fidelity Brokerage Services (NYSE). The filer acquired the shares by restricted stock vesting on 02/24/2020 (847 shares) and 05/04/2024 (461 shares), with payment characterized as compensation. The filing also discloses a sale of 3,000 common shares on 07/21/2025 that generated $183,366.13 in gross proceeds. The notice includes the standard representation that the seller has no undisclosed material adverse information.