Santos Kleber 4
4 · WELLS FARGO & COMPANY/MN · Filed Feb 9, 2026
Research Summary
AI-generated summary of this filing
Wells Fargo (WFC) Sr. EVP Santos Kleber Receives RSRs; Shares Withheld
What Happened
- Santos Kleber, Senior Executive Vice President of Wells Fargo (WFC), had Restricted Share Rights (RSRs) vest on Feb 5, 2026 from three prior grants. A total of 49,047.552 shares were issued on conversion (three separate vesting amounts: 14,423.776; 19,224.573; 15,399.203).
- To satisfy tax withholding obligations, 22,505.517 shares were surrendered/withheld at $93.14 per share, producing proceeds of $2,096,164. The net shares retained by Kleber after withholding were 26,542.035.
- Transaction types reported: M = exercise/conversion of derivative (RSR conversion to shares, $0 exercise price) and F = payment of exercise price/tax liability (share withholding). Filing was submitted on Feb 9, 2026 for the Feb 5, 2026 vesting (timely).
Key Details
- Transaction date: 2026-02-05; Filing date: 2026-02-09 (timely).
- Vested (converted) shares: 49,047.552 total (14,423.776; 19,224.573; 15,399.203).
- Shares withheld for taxes: 22,505.517 at $93.14/share = $2,096,164.
- Net shares received: 26,542.035.
- Relevant footnotes: these were RSRs that vested (original grant dates Jan 24, 2023; Jan 23, 2024; Jan 28, 2025), each RSR equals one share, and vesting schedules/stock ownership holding requirements apply (see F1–F8).
- Filing does not state total shares owned by Kleber after the transactions beyond the net shares retained from these vestings.
Context
- This was a routine vesting of previously awarded restricted share rights with share withholding to cover taxes (a form of cashless settlement), not an open-market sale or a new purchase. Such withholding is common and required to satisfy tax obligations and does not necessarily indicate a change in insider sentiment.
Insider Transaction Report
Form 4
Santos Kleber
Sr. Executive Vice President
Transactions
- Exercise/Conversion
Common Stock, $1 2/3 Par Value
[F1]2026-02-05+14,423.776→ 92,757.27 total - Tax Payment
Common Stock, $1 2/3 Par Value
2026-02-05$93.14/sh−7,087.147$660,097→ 85,670.123 total - Exercise/Conversion
Common Stock, $1 2/3 Par Value
[F2]2026-02-05+19,224.573→ 104,894.696 total - Tax Payment
Common Stock, $1 2/3 Par Value
2026-02-05$93.14/sh−9,449.355$880,113→ 95,445.341 total - Exercise/Conversion
Common Stock, $1 2/3 Par Value
[F3]2026-02-05+15,399.203→ 110,844.544 total - Tax Payment
Common Stock, $1 2/3 Par Value
2026-02-05$93.14/sh−5,969.015$555,954→ 104,875.529 total - Exercise/Conversion
Restricted Share Right
[F5][F6]2026-02-05−14,423.776→ 0 total→ Common Stock, $1 2/3 Par Value (14,423.776 underlying) - Exercise/Conversion
Restricted Share Right
[F5][F7]2026-02-05−19,224.573→ 19,224.574 total→ Common Stock, $1 2/3 Par Value (19,224.573 underlying) - Exercise/Conversion
Restricted Share Right
[F5][F8]2026-02-05−15,399.203→ 30,796.364 total→ Common Stock, $1 2/3 Par Value (15,399.203 underlying)
Holdings
- 892.58(indirect: By 401(k))
Common Stock, $1 2/3 Par Value
[F4]
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
Kleber Santos, by Meghan Daly, as Attorney-in-Fact|2026-02-09