
FORM 10-K_______________________________________________________________________________ ☒Annual Report Pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934For the fiscal year ended December31, 2025or☐Transition Report Pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934For the transition period from ____ to ____ Commission File Number: 001-31486_______________________________________________________________________________________________ WEBSTER FINANCIAL CORPORATION (Exact name of registrant as specified in its charter)_______________________________________________________________________________ 06-1187536 (I.R.S. Employer Identification No.) 200 Elm Street, Stamford, Connecticut 06902(Address and zip code of principal executive offices) Registrant’s telephone number, including area code: (203) 578-2202 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.☒Yes☐NoIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.☐Yes☒No Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirementsfor the past 90 days.☒Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).☒Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company”in Rule12b-2 of the Exchange Act. Large accelerated filer☒Acceleratedfiler☐Non-accelerated filer☐Smallerreportingcompany☐Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal controlover financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issuedits audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received byany of the registrant's executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).☐Yes☒No The aggregate market value of voting common stock held by non-affiliates, computed by reference using the closing price on June30, 2025, the last businessday of the registrant’s most recently completed second fiscal quarter, was approximately $9.1 billion. The number of shares of common stock, par value $0.01 per share, outstanding as of February20, 2026 was 161,226,585. Documents Incorporated by Reference [The information required by Part III is incorporated by reference to our definitive proxy statement or in an amendment to the Form 10-K, to be filed no laterthan 120 days after the end of the fiscal year covered by this Form 10-K.] INDEX Key to Acronyms and TermsForward-Looking Statements PART I Item1.BusinessItem1A.Risk FactorsItem1B.Unresolved Staff CommentsItem 1C.CybersecurityItem2.PropertiesItem3.Legal ProceedingsItem4.Mine Safety Disclosures PART IIItem5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities37Item6.[Reserved]38Item7.Management’s Discussion and Analysis of Financial Condition and Results of Operations39Item7A.Quantitative and Qualitative Disclosures About Market Risk70Item8.Financial Statements and Supplementary Data71Item9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure158Item9A.Controls and Procedures158Item9B.Other Information160Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections160 PART III Item10.Directors, Executive Officers and Corporate Governance160Item11.Executive Compensati