Santomassimo Michael P. 4
4 · WELLS FARGO & COMPANY/MN · Filed Feb 9, 2026
Research Summary
AI-generated summary of this filing
Wells Fargo (WFC) CFO Michael Santomassimo Receives Vesting Shares, Withholds
What Happened
- Michael P. Santomassimo, Senior EVP & CFO of Wells Fargo (WFC), had restricted share rights (RSRs) vest on Feb 5, 2026. A total of 76,492.333 shares vested (29,712.309 + 27,587.451 + 19,192.573).
- To cover tax liabilities, 37,424.075 shares were surrendered/withheld at $93.14 per share, totaling $3,485,678. This filing reflects the conversion/settlement of RSRs (derivative code M) and the share withholding for taxes (code F).
Key Details
- Transaction date: February 5, 2026. Withholding price used: $93.14 per share.
- Vested shares received: 76,492.333. Shares withheld/surrendered for taxes: 37,424.075 (total value ≈ $3,485,678).
- Transaction types: M = exercise/conversion of restricted share rights (RSRs); F = shares withheld to satisfy tax liability (sell-to-cover / tax withholding).
- Footnotes: These shares are RSRs that vested as one-third installments from prior grants (original grant dates 1/24/2023, 1/23/2024, 1/28/2025). Each RSR equals a contingent right to one share; vesting schedule and holding requirements are detailed in the filing (see footnotes F1–F8).
- Shares owned after the transaction are not specified in the provided data. The Form 4 was filed on Feb 9, 2026 (within the standard Form 4 filing window).
Context
- This was not an open-market sale or discretionary trade — it’s routine vesting of restricted share awards with shares withheld to satisfy tax obligations (commonly called a “sell-to-cover” or withholding). Such transactions reflect compensation vesting, not an independent buy/sell decision by the insider.
Insider Transaction Report
Form 4
Santomassimo Michael P.
Sr. EVP & CFO
Transactions
- Exercise/Conversion
Common Stock, $1 2/3 Par Value
[F1]2026-02-05+29,712.309→ 434,318.839 total - Tax Payment
Common Stock, $1 2/3 Par Value
2026-02-05$93.14/sh−15,162.773$1,412,261→ 419,156.067 total - Exercise/Conversion
Common Stock, $1 2/3 Par Value
[F2]2026-02-05+27,587.451→ 446,743.518 total - Tax Payment
Common Stock, $1 2/3 Par Value
2026-02-05$93.14/sh−14,077.661$1,311,193→ 432,665.856 total - Exercise/Conversion
Common Stock, $1 2/3 Par Value
[F3]2026-02-05+19,192.573→ 451,858.43 total - Tax Payment
Common Stock, $1 2/3 Par Value
2026-02-05$93.14/sh−8,183.641$762,224→ 443,674.788 total - Exercise/Conversion
Restricted Share Right
[F5][F6]2026-02-05−29,712.309→ 0 total→ Common Stock, $1 2/3 Par Value (29,712.309 underlying) - Exercise/Conversion
Restricted Share Right
[F5][F7]2026-02-05−27,587.451→ 27,587.451 total→ Common Stock, $1 2/3 Par Value (27,587.451 underlying) - Exercise/Conversion
Restricted Share Right
[F5][F8]2026-02-05−19,192.573→ 38,385.146 total→ Common Stock, $1 2/3 Par Value (19,192.573 underlying)
Holdings
- 892.58(indirect: By 401(k))
Common Stock, $1 2/3 Par Value
[F4] - 1,000(indirect: By Spouse)
Common Stock, $1 2/3 Par Value
Footnotes (8)
- [F1]Number of shares represents a Restricted Share Right ("RSR") vesting on February 5, 2026. Original grant date was January 24, 2023. This vesting represents one-third of the original amount of RSRs granted (plus reinvested dividend equivalents).
- [F2]Number of shares represents a RSR vesting on February 5, 2026. Original grant date was January 23, 2024. This vesting represents one-third of the original amount of RSRs granted (plus reinvested dividend equivalents).
- [F3]Number of shares represents a RSR vesting on February 5, 2026. Original grant date was January 28, 2025. This vesting represents one-third of the original amount of RSRs granted (plus reinvested dividend equivalents).
- [F4]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.
- [F5]Each RSR represents a contingent right to receive one share of Company common stock.
- [F6]These RSRs vest in three installments: one-third on 2/5/2024, 2/5/2025, and 2/5/2026. 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.
- [F7]These RSRs vest in three installments: one-third on 2/5/2025, 2/5/2026, and 2/5/2027. 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.
- [F8]These RSRs vest in three installments: one-third on 2/5/2026, 2/5/2027, and 2/5/2028. 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.
Signature
Michael P. Santomassimo, by Meghan Daly, as Attorney-in-Fact|2026-02-09