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Wells Fargo (NYSE: WFC) CFO receives large 2023 performance share grant

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(Neutral)
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Form Type
4

Rhea-AI Filing Summary

Santomassimo Michael P. reported acquisition or exercise transactions in this Form 4 filing.

Wells Fargo & Company Senior EVP and CFO Michael P. Santomassimo reported an award of 124,791.6975 "2023 Performance Shares" on February 26, 2026. Each performance share is a contingent right to receive one share of Wells Fargo common stock, determined by financial performance for the three-year period ended December 31, 2025.

After this award, he holds 124,791.6975 performance shares and 443,674.7883 shares of common stock directly, plus indirect holdings through a 401(k) Plan and his spouse’s IRA. The award is exempt under Rule 16b-3(d) and is subject to the company’s stock ownership policy, which requires holding shares while employed and for one year after retirement.

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Insider Santomassimo Michael P.
Role Sr. EVP & CFO
Type Security Shares Price Value
Grant/Award 2023 Performance Shares 124,791.698 $0.00 --
holding Common Stock, $1 2/3 Par Value -- -- --
holding Common Stock, $1 2/3 Par Value -- -- --
holding Common Stock, $1 2/3 Par Value -- -- --
Holdings After Transaction: 2023 Performance Shares — 124,791.698 shares (Direct); Common Stock, $1 2/3 Par Value — 443,674.788 shares (Direct); Common Stock, $1 2/3 Par Value — 892.58 shares (Indirect, Through 401(k) Plan)
Footnotes (1)
  1. Reflects share equivalent of units in the Wells Fargo ESOP Fund under the 401(k) Plan (the "Plan") as of January 30, 2026, as if investable cash equivalents held by the Plan were fully invested in Wells Fargo & Company (the "Company") common stock. Each Performance Share represents a contingent right to receive one share of Company common stock. Represents the number of 2023 Performance Shares (including reinvested dividend equivalents) determined based on financial performance for the three-year performance period ended December 31, 2025 pursuant to the terms and conditions of a Performance Share award granted on January 24, 2023, which is exempt under Rule 16b-3(d). 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.
Form 4 Insider Transactions: What Each Field Means →
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
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
Santomassimo Michael P.
(Last) (First) (Middle)
30 HUDSON YARDS
(Street)
NEW YORK NY 10001
(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. EVP & CFO
3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026
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 443,674.7883 D
Common Stock, $1 2/3 Par Value 892.58(1) I Through 401(k) Plan
Common Stock, $1 2/3 Par Value 1,000 I Through Spouse's IRA
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
2023 Performance Shares (2) 02/26/2026 A 124,791.6975 (3) (3) Common Stock, $1 2/3 Par Value 124,791.6975 $0 124,791.6975 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 January 30, 2026, as if investable cash equivalents held by the Plan were fully invested in Wells Fargo & Company (the "Company") common stock.
2. Each Performance Share represents a contingent right to receive one share of Company common stock.
3. Represents the number of 2023 Performance Shares (including reinvested dividend equivalents) determined based on financial performance for the three-year performance period ended December 31, 2025 pursuant to the terms and conditions of a Performance Share award granted on January 24, 2023, which is exempt under Rule 16b-3(d). 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.
Michael P. Santomassimo, by Meghan Daly, as Attorney-in-Fact 02/27/2026
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Wells Fargo (WFC) CFO Michael Santomassimo report in this Form 4?

He reported an award of 124,791.6975 2023 Performance Shares on February 26, 2026. These shares were earned based on financial performance over a three-year period and give him contingent rights to receive Wells Fargo common stock.

How many Wells Fargo 2023 Performance Shares did the WFC CFO receive?

Michael Santomassimo received 124,791.6975 2023 Performance Shares. Each performance share represents a contingent right to receive one share of Wells Fargo common stock, determined by financial performance for the three-year period ended December 31, 2025 under a 2023 award.

What does each Wells Fargo (WFC) 2023 Performance Share represent for the CFO?

Each 2023 Performance Share represents a contingent right to receive one share of Wells Fargo common stock. The number awarded was based on financial performance over the three-year period ending December 31, 2025, under a grant originally made on January 24, 2023.

What are Michael Santomassimo’s Wells Fargo (WFC) common stock holdings after this Form 4?

Following the reported transactions, he directly holds 443,674.7883 shares of Wells Fargo common stock. He also has indirect ownership of 892.5800 shares through a 401(k) Plan and 1,000.0000 shares through his spouse’s IRA, in addition to the performance shares.

Are the Wells Fargo (WFC) 2023 Performance Shares subject to any holding requirements?

Yes. As a condition of receiving the 2023 Performance Share grant, Michael Santomassimo agreed to hold Wells Fargo common stock while employed and for one year after retirement, as required under the company’s Stock Ownership Policy.

How were the Wells Fargo (WFC) 2023 Performance Shares for the CFO determined?

The 124,791.6975 2023 Performance Shares, including reinvested dividend equivalents, were determined based on financial performance for the three-year period ended December 31, 2025, under the terms of a performance share award granted on January 24, 2023.

What does the Form 4 say about Wells Fargo (WFC) shares held in the 401(k) Plan?

The filing notes that 892.5800 shares reflect the share equivalent of units in the Wells Fargo ESOP Fund under the 401(k) Plan as of January 30, 2026, assuming investable cash equivalents were fully invested in Wells Fargo common stock.