Webster (WBS) CRO Jason Schugel Disposes 19,834 Shares

What Happened

• Jason E. Schugel, Chief Risk Officer of Webster Financial Corporation, recorded a disposition of 19,834.192 shares of Webster common stock on August 20, 2026. The Form 4 shows a $0.00 per-share price because the shares were exchanged to the issuer under a transaction agreement tied to Webster’s reincorporation and sale. Under the agreement, each Webster share was converted into the right to receive 2.0548 Banco Santander American Depositary Shares (ADSs) and $48.75 in cash, implying about $966,916.86 in cash plus roughly 40,755 Banco Santander ADSs for the shares surrendered.
• This was not an open-market sale but a corporate transaction (transformation/merger/acquisition) — routine in the context of an acquisition rather than a personal decision to sell on the market.

Key Details

• Transaction date: 2026-08-20; Form 4 filed: 2026-08-21 (appears timely).
• Form 4 transaction type: Disposition to issuer (Code D); price reported on Form 4: $0.00 (reflects non-market exchange mechanics).
• Consideration per share: $48.75 cash + 2.0548 Banco Santander ADSs (per Transaction Agreement).
• Cash consideration (approx.): $966,916.86; ADSs received (approx.): 40,755 ADSs.
• Closing price of Webster on last trading day prior to closing: $77.57 (not the exchange consideration).
• Shares owned after transaction: 0 shares of Webster common stock (reporting person no longer beneficially owns any Webster common stock).
• Notable footnotes: all fractional Webster shares were paid in cash; all equity awards held by the reporting person were converted into equivalent Banco Santander equity awards per the Transaction Agreement.

Context

• This filing reflects the corporate transaction (acquisition/reincorporation) by Banco Santander, not a personal open-market sale. The Form 4 shows $0 because the shares were exchanged under agreement terms rather than sold on an exchange.
• Converted equity awards and receipt of ADSs mean the insider now has exposure to Banco Santander equity rather than Webster common stock. This is a structural change from the deal, not a routine insider trading signal.