Santos Kleber 4

What Happened

• Santos Kleber, Senior Executive Vice President of Wells Fargo & Company (WFC), received an award of 60,579.857 share equivalents on February 26, 2026. The shares were recorded at $0.00 per share (derivative award), so no cash was paid in connection with this grant.
• The award represents performance-based units tied to the 2023 Performance Share grant, determined by financial performance for the three-year period ended December 31, 2025.

Key Details

• Transaction date: 2026-02-26; reported on Form 4 filed 2026-02-27 (timely filing).
• Amount: 60,579.857 share equivalents; reported price: $0.00; total reported value: $0 (derivative award).
• Nature of award: Performance Shares/units — each Performance Share is a contingent right to receive one share of common stock (see footnotes).
• Relevant footnotes:
  • F1: Amount reflects ESOP Fund share equivalents in the 401(k) Plan as of Jan 30, 2026, assuming investable cash equivalents were fully invested in WFC common stock.
  • F2: Each Performance Share is a contingent right to receive one share of common stock.
  • F3: These are 2023 Performance Shares (including reinvested dividend equivalents) awarded based on performance for the 2023–2025 period, exempt under Rule 16b-3(d); recipient agreed to hold required stock while employed and for one year after retirement.
• Shares owned after the reported transaction: not specified in the filing.

Context

• This was an award of performance-based/ESOP-related share equivalents (a derivative grant), not an open-market purchase or sale — it does not directly indicate the insider bought or sold stock in the market.
• Such grants are common as compensation and retention tools and are often contingent on company performance and holding requirements; the award here was determined by multi-year performance metrics and includes conditions on post‑employment holding.