Santos Kleber 4

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.