Webster (WBS) Director Richard O'Toole Exchanges 28,789 Shares

What Happened
Richard L. O'Toole, a director of Webster Financial Corporation, disposed of 28,789 shares of Webster common stock on August 20, 2026 as part of the merger/reincorporation transaction with Banco Santander. The Form 4 records the disposition code "D" (disposition to issuer) and shows $0 per-share on the form, but the transaction consideration (per the filing footnote) was 2.0548 Banco Santander American Depositary Shares (ADS) plus $48.75 in cash for each Webster share. That equates to approximately 59,156 Banco Santander ADS received and $1,403,463.75 in cash. After the transaction the reporting person no longer beneficially owns any Webster common stock.

Key Details

• Transaction date: August 20, 2026 (Closing Date). Form 4 filed: August 21, 2026. Filing appears timely.
• Reported on Form 4 as a disposition to issuer (code D); Form 4 shows $0 per share for the disposition line.
• Consideration per footnote: 2.0548 Banco Santander ADS + $48.75 cash per Webster share. Total cash received ≈ $1,403,463.75; total ADS received ≈ 59,155.64 (fractional ADS paid in cash).
• Shares disposed: 28,789. Shares owned after transaction: 0 (reporting person no longer beneficially owns any Webster common stock).
• Footnotes: F1 describes the Transaction Agreement and exchange mechanics; F2 confirms no remaining beneficial ownership.

Context
This was an issuer-led corporate transaction (a merger/reincorporation and acquisition by Banco Santander), not an open-market sale or a voluntary executive trade. Dispositions labeled "D" in such deals often reflect mandatory share exchanges under merger terms rather than a director choosing to sell. The Form 4 shows $0 per-share for the disposition line, but the filing’s footnotes specify the actual cash and ADS consideration received.