Wells Fargo (WFC) EVP Kleber Santos settles 2023 performance shares and withholds stock for taxes

Rhea-AI Filing Summary

Wells Fargo & Company senior executive vice president Kleber Santos reported equity award activity involving Company common stock. On March 5, 2026, he exercised 2023 Performance Shares, acquiring 60,914.5522 shares of common stock upon settlement of a performance share award for the three‑year period ended December 31, 2025, including reinvested dividend equivalents. A portion of the resulting shares, 29,929.9502, was automatically disposed of at $83.93 per share to cover tax obligations through share withholding, which is not an open‑market sale. Following these transactions, he held 110,860.1308 shares of common stock directly, plus 893.6700 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

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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)
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		60,914.5522(1)	A	$0	140,790.081	D
Common Stock, $1 2/3 Par Value	03/05/2026		F		29,929.9502	D	$83.93	110,860.1308	D
Common Stock, $1 2/3 Par Value								893.67(2)	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
2023 Performance Shares	(3)	03/05/2026		M			60,914.5522	(4)	(4)	Common Stock, $1 2/3 Par Value	60,914.5522	$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.

	Kleber Santos, by Meghan Daly, as Attorney-in-Fact	03/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Kleber Santos report at Wells Fargo (WFC)?

Kleber Santos reported settling 2023 Performance Shares into Wells Fargo common stock. He acquired 60,914.5522 shares upon settlement and had 29,929.9502 shares withheld to satisfy tax obligations, resulting in updated direct and indirect holdings in the company.

Were Kleber Santos’ Wells Fargo (WFC) transactions open-market buys or sells?

The filing shows no open-market buys or sells. Shares were acquired through settlement of 2023 Performance Shares and some were disposed of via tax withholding at $83.93 per share, a common administrative mechanism rather than a discretionary market sale.

How many Wells Fargo (WFC) shares does Kleber Santos hold after this Form 4?

After these transactions, Kleber Santos directly owned 110,860.1308 shares of Wells Fargo common stock. He also held 893.6700 share equivalents indirectly through the Wells Fargo ESOP Fund in the company’s 401(k) Plan, based on units outstanding as of February 27, 2026.

What are the 2023 Performance Shares reported by Kleber Santos at Wells Fargo (WFC)?

The 2023 Performance Shares are a stock-based award representing a contingent right to receive one Wells Fargo common share per unit. The number of units settled, 60,914.5522, was determined based on financial performance for a three-year period ending December 31, 2025.

Why were some Wells Fargo (WFC) shares disposed of in Kleber Santos’ Form 4?

The Form 4 shows 29,929.9502 shares of Wells Fargo common stock were disposed of at $83.93 per share. The filing states this was to pay tax liabilities by delivering shares, meaning it was a tax-withholding disposition, not a discretionary sale into the open market.

How are Kleber Santos’ Wells Fargo (WFC) 401(k) holdings reported?

His 401(k) holdings are reported as 893.6700 share equivalents in the Wells Fargo ESOP Fund. This reflects units under the 401(k) Plan as of February 27, 2026, assuming investable cash equivalents in the plan were fully invested in Wells Fargo common stock.