Santomassimo Michael P. 4

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.