Wells Fargo (WFC) senior EVP granted 60,579 2023 Performance Shares

Rhea-AI Filing Summary

Santos Kleber reported acquisition or exercise transactions in this Form 4 filing.

WELLS FARGO & COMPANY/MN senior executive Kleber Santos reported an award of 60,579.8568 2023 Performance Shares. Each Performance Share represents a contingent right to receive one share of Wells Fargo common stock, determined based on financial performance for the three-year period ended December 31, 2025.

As a condition of this grant, he agreed to hold Wells Fargo common stock while employed and for one year after retirement, consistent with the company’s Stock Ownership Policy. Following these transactions, he holds 79,875.5288 common shares directly, plus 892.5800 share equivalents through the company’s 401(k) Plan.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Santos Kleber

Role Sr. Executive Vice President

Type	Security	Shares	Price	Value
Grant/Award	2023 Performance Shares	60,579.857	$0.00	--
holding	Common Stock, $1 2/3 Par Value	--	--	--
holding	Common Stock, $1 2/3 Par Value	--	--	--

Holdings After Transaction: 2023 Performance Shares — 60,579.857 shares (Direct); Common Stock, $1 2/3 Par Value — 79,875.529 shares (Direct); Common Stock, $1 2/3 Par Value — 892.58 shares (Indirect, Through 401(k) Plan)

Footnotes (1)

1. Reflects share equivalent of units in the Wells Fargo ESOP Fund under the 401(k) Plan (the "Plan") as of January 30, 2026, as if investable cash equivalents held by the Plan were fully invested in Wells Fargo & Company (the "Company") common stock. Each Performance Share represents a contingent right to receive one share of Company common stock. 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.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Santos Kleber

(Last) (First) (Middle)

1700 K STREET NW

(Street)

WASHINGTON DC 20006

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
WELLS FARGO & COMPANY/MN [ WFC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Sr. Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $1 2/3 Par Value								79,875.5288	D
Common Stock, $1 2/3 Par Value								892.58(1)	I	Through 401(k) Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
2023 Performance Shares	(2)	02/26/2026		A		60,579.8568		(3)	(3)	Common Stock, $1 2/3 Par Value	60,579.8568	$0	60,579.8568	D

Explanation of Responses:

1. Reflects share equivalent of units in the Wells Fargo ESOP Fund under the 401(k) Plan (the "Plan") as of January 30, 2026, as if investable cash equivalents held by the Plan were fully invested in Wells Fargo & Company (the "Company") common stock.

2. Each Performance Share represents a contingent right to receive one share of Company common stock.

3. 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.

	Kleber Santos, by Meghan Daly, as Attorney-in-Fact	02/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did WFC executive Kleber Santos report?

Kleber Santos reported receiving 60,579.8568 2023 Performance Shares. These represent contingent rights to Wells Fargo common stock, awarded based on financial performance over a three-year period that ended December 31, 2025 under a prior performance share grant.

What are WFC 2023 Performance Shares reported by Kleber Santos?

The 2023 Performance Shares are contingent rights to receive Wells Fargo common stock. Each unit equals one share, with the final number, 60,579.8568 units, determined by financial performance over the three-year period ending December 31, 2025 per the award’s terms.

How many Wells Fargo common shares does Kleber Santos now hold directly?

After the reported activity, Kleber Santos holds 79,875.5288 Wells Fargo common shares directly. This figure reflects his direct common stock position as of the transaction date disclosed, separate from any share equivalents held through retirement or benefit plans.

What Wells Fargo shares does Kleber Santos hold through the 401(k) Plan?

He beneficially owns 892.5800 share equivalents in the Wells Fargo ESOP Fund under the 401(k) Plan. This amount is calculated as of January 30, 2026, assuming investable cash equivalents in the plan are fully invested in Wells Fargo common stock.

Are there holding requirements tied to Kleber Santos’s WFC Performance Shares award?

Yes. As a condition of receiving the 2023 Performance Shares, Kleber Santos agreed to hold Wells Fargo common stock while employed and for one year after retirement, consistent with the company’s Stock Ownership Policy on executive stock ownership.

Did Kleber Santos buy or sell WFC shares on the open market in this filing?

No open-market purchases or sales are reported. The filing shows a grant of 60,579.8568 2023 Performance Shares and updated share holdings, but no transactions are coded as open-market buys or sells in the reported data.