Shareholders' Equity

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

Shareholders' Equity

Shareholders' Equity

The following table summarizes the changes in Webster's preferred shares, common shares, and treasury shares for the year ended December 31, 2021:

	Preferred Stock Series F	Common Stock Issued	Treasury Stock Held	Common Stock Outstanding
Balance at January 1, 2021	6,000	93,686,311	3,487,389	90,198,922
Restricted share activity	—	—	(154,281)	154,281
Stock options exercised	—	—	(230,418)	230,418
Balance at December 31, 2021	6,000	93,686,311	3,102,690	90,583,621

Common Stock

Webster maintains a common stock repurchase program, which was announced on October 29, 2019 and approved by the Board of Directors, that authorizes management to purchase up to $200.0 million of its common stock in either open market or privately negotiated transactions, subject to market conditions and other factors. Due to the effects of the COVID-19 pandemic on the economic environment, Webster had temporarily suspended repurchases of its common stock under the program in 2020. Further, as part of the Company's executed merger agreement with Sterling dated as of April 18, 2021, Webster was restricted from repurchasing any shares under the program through the close of the transaction. Now that the transaction has closed effective January 31, 2022, Webster has resumed its common stock repurchase program subject to prevailing market conditions. At December 31, 2021, the remaining repurchase authority under the common stock repurchase program was $123.4 million.

Preferred Stock

At December 31, 2021, Webster had 6,000,000 depositary shares outstanding, each representing 1/1000th ownership interest in a share of its Series F Preferred Stock. Dividends on the Series F Preferred Stock are non-cumulative and are not mandatory. If declared by the Board of Directors (or a duly authorized committee thereof), Webster pays dividends quarterly in arrears on the fifteenth day of each March, June, September, and December, at a rate equal to 5.25% of the $25,000 per share liquidation amount per annum. If the Board of Directors (or a duly authorized committee thereof) does not declare a dividend on the Series F Preferred Stock in respect of a dividend period, a dividend will not accrue and Webster has no obligation to pay any dividend for that period, regardless as to whether a dividend is declared for a future period on the Series F Preferred stock or any other series of Webster preferred stock. The terms of the Series F Preferred Stock prohibit Webster from declaring or paying any cash dividends on its common stock, and from repurchasing, redeeming, or otherwise acquiring Webster common stock or any other series of Webster preferred stock to which it ranks on parity with, unless dividends have been declared and paid in full on the Series F Preferred Stock for the most recent dividend period.

The Series F Preferred Stock is perpetual and has no maturity date, and is not subject to any mandatory redemption, sinking fund, or other similar provisions. Webster may redeem the Series F Preferred Stock at its option, in whole or in part, subject to the approval of the Federal Reserve Board, on December 15, 2022, or any dividend payment date thereafter, or in whole but not in part, upon the occurrence of a regulatory capital treatment event as defined in the Prospectus Supplement, at a redemption price equal to the liquidation preference plus any declared and unpaid dividends, without accumulation of any undeclared dividends. Except with respect to certain non-payment events and changes to the terms of the Series F Preferred Stock, holders of Series F Preferred Stock have no voting rights nor preemptive or conversion rights. The Series F Preferred Stock is not convertible or exchangeable for shares of any other class of Webster stock.

Additional information regarding Webster's common and preferred stock, including the subsequent changes as a result of the Company's merger with Sterling, can be found within Note 3: Business Developments.