Webster Financial (WBS) CIO Vikram Nafde Sells Shares

What Happened

• Vikram A. Nafde, Chief Information Officer of Webster Financial Corporation, disposed of 37,862.847 shares of Webster common stock on August 20, 2026 pursuant to a Transaction Agreement tied to Webster's reincorporation merger and sale to Banco Santander. Per the agreement, each Webster share was exchanged for the right to receive 2.0548 Banco Santander American Depositary Shares (ADS) and $48.75 in cash. The cash component totaled approximately $1,845,814; the ADS component equals roughly 77,800.6 Banco Santander ADS. The Form 4 shows a $0.00 per-share price because this was a disposition to the issuer under the transaction, not an open-market sale.

Key Details

• Transaction date: August 20, 2026 (reported on Form 4 filed August 21, 2026)
• Reported price on Form 4: $0.00 (disposition to issuer); actual exchange terms: $48.75 cash + 2.0548 Banco Santander ADS per Webster share
• Shares disposed: 37,862.847 Webster common shares
• Cash received (approx.): $1,845,813.79
• Banco Santander ADS received (approx.): 77,800.6 ADS
• Shares owned after transaction: 0 Webster common shares (reporting person no longer beneficially owns Webster common stock)
• Footnotes of note:
  • F1: Disposition pursuant to Transaction Agreement with Banco Santander; last NYSE close for Webster was $77.57 (for reference); fractional shares paid in cash
  • F2: All equity awards converted to Banco Santander equity awards at closing
  • F3: Reporting person no longer beneficially owns any Webster common stock
• Filing timeliness: Filed the next day (appears timely; no late filing flag)

Context

• This was not an open-market sale by the insider but an automatic exchange triggered by the corporate transaction (merger/reincorporation and acquisition by Banco Santander). Equity awards were converted into Banco Santander awards rather than cashed out. Such corporate-exchange dispositions reflect deal terms, not necessarily the insider’s personal trading decision.