{"schema_version":"secwatch.filing_event.v1","accession":"0001567619-22-002141","form_type":"8-K","ticker":"WBS","cik":"0000801337","company_name":"WEBSTER FINANCIAL CORP","filed_at":"2022-02-01T23:59:59+00:00","discovered_at":"2026-05-14T18:04:09.822376+00:00","generated_at":"2026-06-27T13:14:07.984167+00:00","sec_items":["2.01","2.03","3.03","5.02","5.03","8.01","9.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":0.85,"calibrated_materiality_score":0.85,"confidence":"high","headline":"Webster Financial completes merger with Sterling Bancorp; issues ~90M shares, assumes $499M in sub debt","bullets":["Merger closed Jan 31, 2022; each Sterling common share converted to 0.4630 of a Webster share.","Total consideration ~90M shares of Webster common stock; authorized common increased to 400M shares.","Webster assumed $274M 4.00% sub notes due 2029 and $225M 3.875% sub notes due 2030.","Board expanded to 15 directors; Jack Kopnisky appointed Executive Chairman; John Ciulla remains CEO.","Sterling preferred shares converted to new Webster 6.50% Series G non-cumulative perpetual preferred stock."],"urls":{"canonical":"https://secwatch.observer/filing/0001567619-22-002141","json":"https://secwatch.observer/filing/0001567619-22-002141.json","markdown":"https://secwatch.observer/filing/0001567619-22-002141.md","text":"https://secwatch.observer/filing/0001567619-22-002141.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/801337/000156761922002141/0001567619-22-002141-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/801337/000156761922002141/ny20002371x3_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-27T13:14:07.984167+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"0f5339ae34","claim":"Mona Aboelnaga Kanaan was appointed as Director at WEBSTER FINANCIAL CORP.","evidence_excerpt":"The seven directors designated by Sterling pursuant to the Merger Agreement and the Bylaw Amendment, each of whom previously served as a member of the board of directors of Sterling and was appointed by the Board and the Bank Board, in each case effective as of the Effective Time, are as follows: Jack L. Kopnisky, Mona Aboelnaga Kanaan, John P. Cahill, James J. Landy, Maureen B. Mitchell, Richard L. O’Toole and William E. Whiston","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/801337/000156761922002141/0001567619-22-002141-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"11aa291c76","claim":"James J. Landy was appointed as Director at WEBSTER FINANCIAL CORP.","evidence_excerpt":"The seven directors designated by Sterling pursuant to the Merger Agreement and the Bylaw Amendment, each of whom previously served as a member of the board of directors of Sterling and was appointed by the Board and the Bank Board, in each case effective as of the Effective Time, are as follows: Jack L. Kopnisky, Mona Aboelnaga Kanaan, John P. Cahill, James J. Landy, Maureen B. Mitchell, Richard L. O’Toole and William E. Whiston","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/801337/000156761922002141/0001567619-22-002141-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"1ab11a4c4a","claim":"Luis Massiani was appointed as Chief Operating Officer at WEBSTER FINANCIAL CORP.","evidence_excerpt":"As of the Effective Time, the Board and Bank Board appointed Luis Massiani as Chief Operating Officer of Webster and Webster Bank.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/801337/000156761922002141/0001567619-22-002141-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Chief Operating Officer"}],"fact_type":"executive_change"},{"claim_id":"4dee564b1f","claim":"Richard L. O’Toole was appointed as Director at WEBSTER FINANCIAL CORP.","evidence_excerpt":"The seven directors designated by Sterling pursuant to the Merger Agreement and the Bylaw Amendment, each of whom previously served as a member of the board of directors of Sterling and was appointed by the Board and the Bank Board, in each case effective as of the Effective Time, are as follows: Jack L. Kopnisky, Mona Aboelnaga Kanaan, John P. Cahill, James J. Landy, Maureen B. Mitchell, Richard L. O’Toole and William E. Whiston","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/801337/000156761922002141/0001567619-22-002141-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"6ca7a91646","claim":"Jack L. Kopnisky was appointed as Executive Chairman at WEBSTER FINANCIAL CORP.","evidence_excerpt":"Pursuant to the Merger Agreement, the Bylaw Amendment and the Kopnisky Letter Agreement (as defined below), effective as of the Effective Time, Mr. Kopnisky, the Chief Executive Officer of Sterling prior to the Effective Time, was appointed Executive Chairman of the Board and the Bank Board.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/801337/000156761922002141/0001567619-22-002141-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Executive Chairman"}],"fact_type":"executive_change"},{"claim_id":"905a6dfa78","claim":"William E. Whiston was appointed as Director at WEBSTER FINANCIAL CORP.","evidence_excerpt":"The seven directors designated by Sterling pursuant to the Merger Agreement and the Bylaw Amendment, each of whom previously served as a member of the board of directors of Sterling and was appointed by the Board and the Bank Board, in each case effective as of the Effective Time, are as follows: Jack L. Kopnisky, Mona Aboelnaga Kanaan, John P. Cahill, James J. Landy, Maureen B. Mitchell, Richard L. O’Toole and William E. Whiston","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/801337/000156761922002141/0001567619-22-002141-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"9c36b6d591","claim":"John P. Cahill was appointed as Director at WEBSTER FINANCIAL CORP.","evidence_excerpt":"The seven directors designated by Sterling pursuant to the Merger Agreement and the Bylaw Amendment, each of whom previously served as a member of the board of directors of Sterling and was appointed by the Board and the Bank Board, in each case effective as of the Effective Time, are as follows: Jack L. Kopnisky, Mona Aboelnaga Kanaan, John P. Cahill, James J. Landy, Maureen B. Mitchell, Richard L. O’Toole and William E. Whiston","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/801337/000156761922002141/0001567619-22-002141-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"d68fa83384","claim":"Maureen B. Mitchell was appointed as Director at WEBSTER FINANCIAL CORP.","evidence_excerpt":"The seven directors designated by Sterling pursuant to the Merger Agreement and the Bylaw Amendment, each of whom previously served as a member of the board of directors of Sterling and was appointed by the Board and the Bank Board, in each case effective as of the Effective Time, are as follows: Jack L. Kopnisky, Mona Aboelnaga Kanaan, John P. Cahill, James J. Landy, Maureen B. Mitchell, Richard L. O’Toole and William E. Whiston","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/801337/000156761922002141/0001567619-22-002141-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"e81e20102b","claim":"Elizabeth E. Flynn resigned as Director at WEBSTER FINANCIAL CORP.","evidence_excerpt":"Elizabeth E. Flynn tendered her resignation as a member of the Board and the Bank Board and from all committees of the Board and the Bank Board on which she formerly served, effective as of the Effective Time.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/801337/000156761922002141/0001567619-22-002141-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}