Santos Kleber 4

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.