WEBSTER FINANCIAL CORP (WBS) is being removed from listing and/or registration under Section 12(b) of the Securities Exchange Act of 1934 on the New York Stock Exchange. The action covers its Common Stock and two series of preferred stock depositary shares.
The affected preferred instruments are Depositary Shares representing a 1/1,000th interest in a share of 5.25% Series F Non-Cumulative Perpetual Preferred Stock and Depositary Shares representing a 1/40th interest in a share of 6.50% Series G Non-Cumulative Perpetual Preferred Stock. The NYSE certifies it has complied with its rules and the SEC’s Form 25 requirements for this removal.
WEBSTER FINANCIAL CORPORATION (WBS) has filed a post-effective amendment on Form S-3ASR to terminate its automatic shelf registration and deregister all previously registered but unsold securities. The shelf had covered an indeterminate amount of debt, common and preferred stock, depositary shares, purchase contracts, units and warrants.
The deregistration follows a series of completed transactions in which Webster Financial Corporation merged into Webster Virginia Corporation, all Webster Virginia shares were acquired by Banco Santander, S.A. in a statutory share exchange, and Webster Virginia was then merged into Santander Holdings USA, Inc., which is now the successor by merger signing this amendment.
Webster Financial Corporation (WBS) completed its previously announced acquisition by Banco Santander, S.A. on August 20, 2026. Through a reincorporation merger into Webster Virginia and a subsequent statutory share exchange, Banco Santander acquired all outstanding Webster common shares, after which Webster Virginia was combined into Santander Holdings USA, Inc. (SHUSA).
Each share of Webster common stock was exchanged for 2.0548 Banco Santander American Depositary Shares plus $48.75 in cash, subject to the Transaction Agreement. Webster’s Series F and G preferred stock and related depositary shares were successively converted into SHUSA Series H and I preferred stock depositary shares.
Webster common and preferred stock were withdrawn from listing on the NYSE and will be deregistered, and SHUSA, as successor, plans to file Form 15 to suspend Webster’s SEC reporting obligations. All Webster directors and executive officers ceased serving, with several joining the boards of SHUSA and Santander Bank, N.A.
WEBSTER FINANCIAL CORP executive Charles L. Wilkins, Head of HSA Bank, reported equity compensation-related activity on Common Stock on August 13, 2026. He acquired 15,627 shares at $0.00 per share upon the vesting of performance shares that were accelerated under a Transaction Agreement among Webster Financial Corporation, Banco Santander, S.A. and Webster Virginia Corporation. On the same date, a total of 7,001 shares (6,152 and 849 shares) were withheld at $79.07 per share to satisfy tax withholding obligations upon the vesting of these accelerated performance shares and certain time-based restricted shares.
WEBSTER FINANCIAL CORP reported that officer Marissa Weidner received an award of 8,367 shares of Common Stock on August 13, 2026. A footnote states this represents the vesting of certain performance shares accelerated under a Transaction Agreement among Webster Financial Corporation, Banco Santander, S.A. and Webster Virginia Corporation. On the same date, 3,463 shares and 1,570 shares of Common Stock were delivered or withheld at $79.07 per share to cover tax withholding upon the vesting of these accelerated performance shares and certain time-based restricted shares.
WEBSTER FINANCIAL CORP executive Vikram A. Nafde, Chief Information Officer, reported equity compensation activity in Common Stock on 2026-08-13. Certain 13,865 shares of performance-related stock vested at no cost, accelerated under a Transaction Agreement with Banco Santander, S.A. and Webster Virginia Corporation. To cover related obligations, 9,111 shares were delivered or withheld for tax withholding at $79.07 per share. A footnote also notes 219.686 shares acquired through Webster's Employee Stock Purchase Plan since the prior Form 4, reflecting ongoing ownership accumulation.
WEBSTER FINANCIAL CORP executive Jason A. Soto, Chief Credit Officer, reported equity compensation activity in company common stock. On 2026-08-13, he acquired 14,948 shares through the vesting of performance shares accelerated under a Transaction Agreement among Webster Financial Corporation, Banco Santander, S.A. and Webster Virginia Corporation. On the same date, 7,229 shares and 3,819 shares were withheld at $79.07 per share to satisfy tax withholding upon the vesting of the accelerated performance shares and time-based restricted shares. He also reports indirect ownership of 1,775.134 shares held in a 401(k) Plan.
WEBSTER FINANCIAL CORP executive Jason E. Schugel, Chief Risk Officer, reported a Form 4 for company common stock. On August 13, 2026, 830 shares of common stock were disposed of at $79.07 per share as a tax withholding transaction upon the vesting of time-based restricted shares that were accelerated under a Transaction Agreement among Webster Financial Corporation, Banco Santander, S.A. and Webster Virginia Corporation. The filing also notes that 470.192 shares have been purchased through Webster Financial Corporation's Employee Stock Purchase Plan since the most recent Form 4 filed on March 13, 2026.
WEBSTER FINANCIAL CORP executive Luis Massiani, President and COO, reported equity compensation changes involving Common Stock on August 13, 2026. He acquired 55,352 shares in connection with the vesting of accelerated performance shares under a Transaction Agreement among Webster Financial Corporation, Banco Santander, S.A. and Webster Virginia Corporation dated February 3, 2026.
On the same date, a total of 20,224 shares (16,375 and 3,849 shares) were disposed of at $79.07 per share to cover tax withholding upon the vesting of these accelerated performance and time-based restricted shares.
WEBSTER FINANCIAL CORP executive Christopher J. Motl, President, Commercial Banking, reported equity compensation activity in company Common Stock on August 13, 2026. A total of 41,307 shares were acquired in connection with the vesting of certain performance shares that were accelerated under a Transaction Agreement dated February 3, 2026 among Webster Financial Corporation, Banco Santander, S.A. and Webster Virginia Corporation. On the same date, 16,256 shares and 2,244 shares were disposed of at $79.07 per share to satisfy tax withholding obligations related to the accelerated vesting of performance shares and time-based restricted shares, respectively. The filing also reports indirect ownership of 8,859.923 shares held through a 401(k) plan.