Santos Kleber 4

4 · WELLS FARGO & COMPANY/MN · Filed Mar 9, 2026

AI-generated summary of this filing

Updated Mar 9, 2026

Wells Fargo (WFC) SVP Santos Kleber Receives Award, Sells Shares

What Happened

Santos Kleber, Senior Executive Vice President of Wells Fargo (WFC), had 60,914.552 performance shares settle on March 5, 2026 (granted Jan 24, 2023 for the 2023–2025 performance period). The settlement converted the performance-share units into common stock (no exercise price).
To satisfy tax withholding, 29,929.95 of those shares were withheld/sold at $83.93 each for proceeds of $2,512,021. The net increase to his common stock holding from this settlement was 60,914.552 − 29,929.95 = 30,984.602 shares.

Key Details

Transaction date: March 5, 2026; Form 4 filed March 9, 2026 (filed within the two-business-day requirement).
Shares acquired on conversion: 60,914.552 @ $0.00 (performance-share settlement). Shares withheld/disposed for taxes: 29,929.95 @ $83.93, proceeds $2,512,021.
Net new shares retained after withholding: ~30,984.602 shares.
Footnotes: Settlement relates to a Performance Share award granted Jan 24, 2023 for the three-year period ended Dec 31, 2025 (includes reinvested dividend equivalents). Each performance share converts to one common share. The award is exempt under Rule 16b-3(d). Reporting person agreed to hold required shares while employed and for one year after retirement under the company’s Stock Ownership Policy.
Shares owned after the transaction (total holdings) are not specified in the filed excerpt.

Context

This was a routine settlement of a performance-based award, not an open-market purchase or voluntary sale for investment. Approximately half the settled shares were surrendered/withheld to cover tax liabilities — a common cashless/withholding process when awards vest.
The filing indicates no unusual trading plan (e.g., 10b5-1) and was timely. For retail investors, such awards reflect compensation delivery rather than a direct signal of an insider buying or selling stock for investment reasons.

Form 4

Period: 2026-03-05

Sr. Executive Vice President

Transactions

Exercise/Conversion
Common Stock, $1 2/3 Par Value
[F1]
2026-03-05+60,914.552→ 140,790.081 total
Tax Payment
Common Stock, $1 2/3 Par Value
2026-03-05$83.93/sh−29,929.95$2,512,021→ 110,860.131 total
Exercise/Conversion
2023 Performance Shares
[F3][F4]
2026-03-05−60,914.552→ 0 total
→ Common Stock, $1 2/3 Par Value (60,914.552 underlying)

Holdings

Footnotes (4)

[F1]These shares represent common stock of Wells Fargo & Company (the "Company") acquired on March 5, 2026 upon settlement of a Performance Share award granted on January 24, 2023 for the three-year performance period ended December 31, 2025, as previously disclosed on a Form 4 filed on February 27, 2026 (including reinvested dividend equivalents).
[F2]Reflects share equivalent of units in the Wells Fargo ESOP Fund under the 401(k) Plan (the "Plan") as of February 27, 2026, as if investable cash equivalents held by the Plan were fully invested in Company common stock.
[F3]Each Performance Share represents a contingent right to receive one share of Company common stock.
[F4]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

Kleber Santos, by Meghan Daly, as Attorney-in-Fact|2026-03-09

1 file