Santomassimo Michael P. 4

4 · WELLS FARGO & COMPANY/MN · Filed Feb 27, 2026

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Updated Feb 27, 2026

Wells Fargo (WFC) CFO Michael Santomassimo Receives 124,792-Share Award

What Happened

Michael P. Santomassimo, Sr. EVP & CFO of Wells Fargo & Company (WFC), was credited with 124,791.698 share equivalents on Feb 26, 2026. The Form 4 lists the transaction as a grant/award (derivative) at $0.00 per share (total $0 reported). The award reflects a mix of 401(k) ESOP fund share equivalents and performance shares earned for the 2023 performance award.

Key Details

Transaction date: 2026-02-26; Form 4 filed 2026-02-27 (timely).
Amount: 124,791.698 share equivalents; reported price $0.00 (derivative award).
Shares owned after transaction: not specified in the Form 4.
Footnotes: F1 = share equivalents from Wells Fargo ESOP Fund in the 401(k) plan (as if cash equivalents were fully invested in WFC stock). F2 = each Performance Share is a contingent right to one share. F3 = these are 2023 Performance Shares determined by financial performance for the three-year period ended 12/31/2025; award exempt under Rule 16b-3(d). The reporting person agreed to hold required shares while employed and for one year after retirement (per Company Stock Ownership Policy).
No tax withholding, sales, or open-market purchases are reported in this filing.

Context

This is a compensation/award transaction (not an open-market buy or sale). The performance-share component represents earned long-term incentive pay tied to multi-year performance; the ESOP component reflects retirement-plan allocations. Because it’s an award/derivative entry with $0 reported, no cash changed hands at grant.

Form 4

Period: 2026-02-26

Sr. EVP & CFO

Transactions

Award
2023 Performance Shares
[F2][F3]
2026-02-26+124,791.698→ 124,791.698 total
→ Common Stock, $1 2/3 Par Value (124,791.698 underlying)

Holdings

Footnotes (3)

[F1]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.
[F2]Each Performance Share represents a contingent right to receive one share of Company common stock.
[F3]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.

Signature

Michael P. Santomassimo, by Meghan Daly, as Attorney-in-Fact|2026-02-27

1 file