---
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"
generated_at: "2026-06-27T13:14:07.984167+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# Webster Financial completes merger with Sterling Bancorp; issues ~90M shares, assumes $499M in sub debt

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: m_and_a
- sentiment: positive
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 2.01, 2.03, 3.03, 5.02, 5.03, 8.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001567619-22-002141
- JSON: https://secwatch.observer/filing/0001567619-22-002141.json
- Plain text: https://secwatch.observer/filing/0001567619-22-002141.txt

## Key facts
- Executive change
  Mona Aboelnaga Kanaan was appointed as Director at WEBSTER FINANCIAL CORP.
  - Action: appointed
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/801337/000156761922002141/0001567619-22-002141-index.htm
- Executive change
  James J. Landy was appointed as Director at WEBSTER FINANCIAL CORP.
  - Action: appointed
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/801337/000156761922002141/0001567619-22-002141-index.htm
- Executive change
  Luis Massiani was appointed as Chief Operating Officer at WEBSTER FINANCIAL CORP.
  - Action: appointed
  - Role: Chief Operating Officer
  source text: As of the Effective Time, the Board and Bank Board appointed Luis Massiani as Chief Operating Officer of Webster and Webster Bank.
  evidence_url: https://www.sec.gov/Archives/edgar/data/801337/000156761922002141/0001567619-22-002141-index.htm
- Executive change
  Richard L. O’Toole was appointed as Director at WEBSTER FINANCIAL CORP.
  - Action: appointed
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/801337/000156761922002141/0001567619-22-002141-index.htm
- Executive change
  Jack L. Kopnisky was appointed as Executive Chairman at WEBSTER FINANCIAL CORP.
  - Action: appointed
  - Role: Executive Chairman
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/801337/000156761922002141/0001567619-22-002141-index.htm
- Executive change
  William E. Whiston was appointed as Director at WEBSTER FINANCIAL CORP.
  - Action: appointed
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/801337/000156761922002141/0001567619-22-002141-index.htm
- Executive change
  John P. Cahill was appointed as Director at WEBSTER FINANCIAL CORP.
  - Action: appointed
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/801337/000156761922002141/0001567619-22-002141-index.htm
- Executive change
  Maureen B. Mitchell was appointed as Director at WEBSTER FINANCIAL CORP.
  - Action: appointed
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/801337/000156761922002141/0001567619-22-002141-index.htm
- Executive change
  Elizabeth E. Flynn resigned as Director at WEBSTER FINANCIAL CORP.
  - Action: resigned
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/801337/000156761922002141/0001567619-22-002141-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.