Wells Fargo (WFC) SVP Kleber Santos awarded 49,319 restricted share rights

Rhea-AI Filing Summary

Wells Fargo & Company reported an equity award for Sr. Executive Vice President Kleber Santos. On 01/27/2026, he received 49,319 Restricted Share Rights (RSRs), each representing a contingent right to one share of common stock at an exercise price of $0.

These RSRs vest in three equal installments on 2/5/2027, 2/5/2028, and 2/5/2029, and are subject to the company’s stock ownership policy, including a post-retirement holding requirement. After this transaction, Santos beneficially owned 78,333.4942 shares of common stock directly and 892.19 share equivalents indirectly through the Wells Fargo 401(k) Plan.

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

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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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Santos Kleber

(Last) (First) (Middle)

1700 K STREET NW

(Street)

WASHINGTON DC 20006

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
WELLS FARGO & COMPANY/MN [ WFC ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Sr. Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
01/27/2026

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, $1 2/3 Par Value								78,333.4942	D
Common Stock, $1 2/3 Par Value								892.19(1)	I	Through 401(k) Plan

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
Restricted Share Right	(2)	01/27/2026		A		49,319		(3)	(3)	Common Stock, $1 2/3 Par Value	49,319	$0	49,319	D

Explanation of Responses:

1. Reflects share equivalent of units in the Wells Fargo ESOP Fund under the 401(k) Plan (the "Plan") as of December 31, 2025, as if investable cash equivalents held by the Plan were fully invested in Wells Fargo & Company (the "Company") common stock.

2. Each Restricted Share Right ("RSR") represents a contingent right to receive one share of Company common stock.

3. These RSRs vest in three installments: one-third on 2/5/2027, 2/5/2028, and 2/5/2029. As a condition to receiving the grant, the reporting person agreed to hold, while employed by the Company and for one year after retirement, shares of Company common stock as required under the Company's Stock Ownership Policy.

Remarks:

Exhibit 24 - Power of Attorney

	Kleber Santos, by Meghan Daly, as Attorney-in-Fact	01/29/2026
	** 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 insider transaction did WFC executive Kleber Santos report?

Sr. Executive Vice President Kleber Santos reported receiving 49,319 Restricted Share Rights on 01/27/2026. Each RSR is a contingent right to one share of Wells Fargo common stock, granted at $0 exercise price as part of his equity compensation.

How many Restricted Share Rights did the WFC executive receive and what do they represent?

Kleber Santos received 49,319 Restricted Share Rights. Each RSR represents a contingent right to receive one share of Wells Fargo & Company common stock, effectively tying a portion of his compensation to future stock delivery if conditions are met.

When do Kleber Santos’s Wells Fargo Restricted Share Rights vest?

The 49,319 Restricted Share Rights vest in three installments: one‑third on 2/5/2027, one‑third on 2/5/2028, and one‑third on 2/5/2029. This multi‑year schedule encourages longer‑term alignment between the executive and Wells Fargo shareholders through time‑based vesting.

What stock ownership and holding requirements apply to this WFC grant?

As a condition of receiving the grant, Kleber Santos agreed to hold Wells Fargo common stock while employed and for one year after retirement, consistent with the company’s Stock Ownership Policy, which is designed to maintain meaningful ongoing stock exposure for senior executives.

How many Wells Fargo shares does Kleber Santos beneficially own after this filing?

After the reported transaction, Kleber Santos beneficially owned 78,333.4942 Wells Fargo common shares directly and 892.19 share equivalents indirectly through the Wells Fargo ESOP Fund in the 401(k) Plan, based on plan holdings as of December 31, 2025.

How are the indirect Wells Fargo share equivalents in the 401(k) Plan calculated?

The 892.19 indirect share equivalents reflect units in the Wells Fargo ESOP Fund under the 401(k) Plan as of December 31, 2025, calculated as if all investable cash equivalents in the plan were fully invested in Wells Fargo & Company common stock.