Santomassimo Michael P. 4

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.