Wells Fargo (WFC) CFO nets 125K shares from performance award, with tax withholding

Rhea-AI Filing Summary

Wells Fargo & Company Senior EVP & CFO Michael P. Santomassimo exercised 125,481.1544 2023 Performance Shares on March 5, 2026, converting them into the same number of shares of common stock at $0.0000 per share. These shares were earned for a three-year performance period ended December 31, 2025 under a Performance Share award granted January 24, 2023, including reinvested dividend equivalents.

To cover tax obligations, 64,036.2314 shares of common stock were disposed of at $83.93 per share through a tax-withholding transaction, leaving 505,119.7113 directly held common shares. The filing also notes indirect holdings through a 401(k) plan and a spouse’s IRA. As a condition of the award, the reporting person agreed to hold company stock in line with Wells Fargo’s Stock Ownership Policy while employed and for one year after retirement.

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

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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^*

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)
03/05/2026

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	03/05/2026		M		125,481.1544(1)	A	$0	569,155.9427	D
Common Stock, $1 2/3 Par Value	03/05/2026		F		64,036.2314	D	$83.93	505,119.7113	D
Common Stock, $1 2/3 Par Value								893.67(2)	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	(3)	03/05/2026		M			125,481.1544	(4)	(4)	Common Stock, $1 2/3 Par Value	125,481.1544	$0	0	D

Explanation of Responses:

1. These shares represent common stock of Wells Fargo & Company (the "Company") acquired on March 5, 2026 upon settlement of a Performance Share award granted on January 24, 2023 for the three-year performance period ended December 31, 2025, as previously disclosed on a Form 4 filed on February 27, 2026 (including reinvested dividend equivalents).

2. Reflects share equivalent of units in the Wells Fargo ESOP Fund under the 401(k) Plan (the "Plan") as of February 27, 2026, as if investable cash equivalents held by the Plan were fully invested in Company common stock.

3. Each Performance Share represents a contingent right to receive one share of Company common stock.

4. 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	03/09/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did WFC CFO Michael Santomassimo report on this Form 4?

Michael Santomassimo reported exercising 2023 Performance Shares into 125,481.1544 Wells Fargo & Company common shares. These shares were earned for a three-year performance period ending December 31, 2025 and settled on March 5, 2026, including reinvested dividend equivalents.

How many Wells Fargo (WFC) shares were withheld for taxes in this Form 4?

The filing shows a tax-withholding disposition of 64,036.2314 Wells Fargo common shares at $83.93 per share. This transaction used shares to satisfy tax obligations related to the performance share settlement rather than representing an open-market sale by the executive.

What is the resulting Wells Fargo share ownership for the WFC CFO after these transactions?

After the transactions, the Form 4 reports 505,119.7113 Wells Fargo common shares held directly by the CFO. It also reports additional indirect holdings through a 401(k) Plan and a spouse’s IRA, with those indirect positions shown as separate entries.

What are 2023 Performance Shares referenced in the Wells Fargo (WFC) Form 4?

The 2023 Performance Shares are awards where each Performance Share represents a contingent right to receive one Wells Fargo common share. The actual number delivered, 125,481.1544, was determined by financial performance over a three-year period ending December 31, 2025.

What conditions apply to the Wells Fargo (WFC) CFO’s stock ownership under this award?

As a condition to receiving the 2023 Performance Share award, the CFO agreed to hold Wells Fargo common stock while employed and for one year after retirement. This requirement follows the company’s formal Stock Ownership Policy for senior executives.

How are Wells Fargo (WFC) 401(k) holdings shown in this Form 4 filing?

The Form 4 reflects the share equivalent of units in the Wells Fargo ESOP Fund under the 401(k) Plan as of February 27, 2026. These figures assume investable cash equivalents in the plan are fully invested in Wells Fargo common stock for reporting purposes.