[Form 4] WEBSTER FINANCIAL CORP Insider Trading Activity

Rhea-AI Filing Summary

Kristy Berner, Executive Vice President, General Counsel and Corporate Secretary of Webster Financial Corp (WBS), reported a non-derivative sale on 09/26/2025. The filing shows 1,273 shares disposed at a price of $59.82 each, reducing her direct beneficial ownership from 18,640.369 shares to 17,367.369 shares. The filing notes 24.369 shares were received via dividend reinvestment since the most recent Form 4 filed March 5, 2025. The submission explains the share disposition represents tax withholding related to vesting of time-based restricted shares granted on 09/26/2023. The Form 4 is signed by an attorney-in-fact on behalf of the reporting person and contains no other transactions or derivative holdings.

Positive

• Transparent disclosure of the transaction with explanation that the sale was for tax withholding on vested restricted shares
• Dividend reinvestment added 24.369 shares since the prior Form 4, indicating continued ownership accumulation

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: A routine tax-withholding sale by a senior officer; not a change in strategic ownership or governance control.

The reported sale of 1,273 shares at $59.82 for tax withholding following vesting of restricted stock is a common administrative action tied to compensation, not an active divestiture for liquidity or governance shift. Post-transaction beneficial ownership remains material in share-count terms but shows no indication of reduced alignment with shareholders. The disclosure is timely and contains explanatory footnotes for dividend reinvestment and the origin of the withholding.

Executive Compensation / Securities Analyst

TL;DR: Transaction reflects compensation mechanics (vesting and tax withholding); no new grants or unusual option activity reported.

The Form 4 documents the tax-related disposition of vested, time-based restricted shares granted on 09/26/2023. The filing clarifies small dividend reinvestments were added since the prior report. There are no derivative exercises, additional grants, or sales beyond the withholding event disclosed. For investors, this is a standard compensation settlement and does not signal a change in the executive's stake or confidence.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Berner Kristy

(Last) (First) (Middle)

C/O WEBSTER FINANCIAL CORP

200 ELM STREET

(Street)

STAMFORD CT 06902

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
WEBSTER FINANCIAL CORP [ WBS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, GC & Corp Sec

3. Date of Earliest Transaction (Month/Day/Year)
09/26/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock								18,640.369(1)	D
Common Stock	09/26/2025		F		1,273(2)	D	$59.82	17,367.369	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Includes 24.369 shares received in dividend reinvestments since most recent Form 4 filed on March 5, 2025.

2. This transaction represents the tax withholding upon the vesting of certain time-based restricted shares granted on September 26, 2023.

Remarks:

	/s/ Bradley Larkin, attorney-in-fact	09/30/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Kristy Berner (WBS) report on the Form 4?

She reported the disposal of 1,273 shares at $59.82 on 09/26/2025, which reduced her direct holdings to 17,367.369 shares.

Why were shares sold by the reporting person in this Form 4?

The filing states the transaction represents tax withholding upon the vesting of time-based restricted shares granted on 09/26/2023.

How many shares were added via dividend reinvestment since the prior Form 4?

24.369 shares were received through dividend reinvestment since the most recent Form 4 filed on March 5, 2025.

Did the Form 4 report any derivative transactions or new grants?

No derivative securities, exercises, or new grants are reported in this Form 4; only a non-derivative disposition for tax withholding is listed.

Who signed the Form 4 and when?

The form was signed by Bradley Larkin, attorney-in-fact, on 09/30/2025 on behalf of the reporting person.