Santomassimo Michael P. 4

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

AI-generated summary of this filing

Updated Mar 9, 2026

Wells Fargo (WFC) CFO Michael Santomassimo Receives Award, Sells Shares

What Happened

Michael P. Santomassimo, Sr. EVP & CFO of Wells Fargo, had 125,481.154 Performance Shares convert to common stock on March 5, 2026 (exercise/conversion of a derivative at $0.00). To cover tax withholding, 64,036.231 shares were disposed at $83.93 per share for proceeds of $5,374,561. Net shares delivered to him after withholding: 61,444.923. The award settled from a Performance Share grant made Jan 24, 2023 for the 3‑year period ended Dec 31, 2025 (includes reinvested dividend equivalents).

Key Details

Transaction date: March 5, 2026
Conversion (M): 125,481.154 Performance Shares → common stock (no exercise price)
Tax withholding (F): 64,036.231 shares disposed at $83.93 = $5,374,561
Net shares received: 125,481.154 − 64,036.231 = 61,444.923
Shares owned after transaction: Not disclosed in this Form 4
Footnotes: Settlement relates to the 2023 Performance Share award (granted Jan 24, 2023) and includes reinvested dividend equivalents; reporting person agreed to hold shares per the Company’s Stock Ownership Policy. ESOP share-equivalent note also appears in filing.
Filing timeliness: Reported on Mar 9, 2026 (covers Mar 5, 2026 transaction); filing date is within the normal two-business-day Form 4 window.

Context

These were Performance Shares (contingent rights converted to stock based on corporate performance), not purchases. The sale shown was a standard tax-withholding/cashless settlement to satisfy tax liability, not an open-market sell indicating discretionary divestment. Performance-share settlements and withholding sales are common routine insider filings.

Form 4

Period: 2026-03-05

Sr. EVP & CFO

Transactions

Exercise/Conversion
Common Stock, $1 2/3 Par Value
[F1]
2026-03-05+125,481.154→ 569,155.943 total
Tax Payment
Common Stock, $1 2/3 Par Value
2026-03-05$83.93/sh−64,036.231$5,374,561→ 505,119.711 total
Exercise/Conversion
2023 Performance Shares
[F3][F4]
2026-03-05−125,481.154→ 0 total
→ Common Stock, $1 2/3 Par Value (125,481.154 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

Michael P. Santomassimo, by Meghan Daly, as Attorney-in-Fact|2026-03-09

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