Hranicky Kyle G 4

What Happened

• Kyle G. Hranicky, Senior Executive Vice President of Wells Fargo & Company (WFC), had a 2023 Performance Share award settle on March 5, 2026. The award converted into 58,141.362 shares of common stock (each performance share equals one share).
• To cover tax withholding associated with the settlement, 25,042.143 shares were surrendered at $83.93 per share, yielding $2,101,787. The net shares delivered to Hranicky were 33,099.219 (58,141.362 − 25,042.143), with an approximate net value of $2.78M based on the $83.93 share price used for withholding.
• This was a settlement of an award (not an open-market purchase or sale); the conversion of the derivative (performance share) is reported as an exercise/conversion (code M) with a tax-withholding share disposition (code F).

Key Details

• Transaction date: March 5, 2026; Form 4 filed March 9, 2026 (timely filing).
• Converted shares: 58,141.362 performance shares settled into common stock (code M).
• Shares withheld for taxes: 25,042.143 shares at $83.93 each (proceeds $2,101,787) (code F).
• Net shares received: 33,099.219 shares (approx. $2.78M using $83.93).
• Shares owned after transaction: not disclosed in the provided excerpt.
• Notable footnotes: settlement was for a Performance Share award granted Jan 24, 2023 covering the 3‑year performance period ending Dec 31, 2025 (F1, F7). Award is exempt under Rule 16b‑3(d). The reporting person is subject to the Company’s Stock Ownership Policy requiring certain hold periods while employed and for one year after retirement (F7).
• The filing shows standard tax-withholding via share surrender (not an open-market sale of additional shares).

Context

• This was an award settlement (performance shares vesting based on company performance), not a purchase or a discretionary sale. The withholding of shares to cover taxes is a routine administrative step and not an indicator of a separate open-market sale.
• Performance-share settlements are common for executives and reflect prior compensation grants maturing based on pre-set performance targets; they are routinely reported on Form 4.