Wells Fargo (NYSE: WFC) top lawyer sells stock and receives award

Rhea-AI Filing Summary

Wells Fargo & Company senior EVP and General Counsel Ellen R. Patterson reported both an equity award and a stock sale. She acquired 96,724.5854 2023 Performance Shares, each representing a contingent right to receive one share of common stock, based on financial performance for a three-year period.

On the same date, she sold 60,000 shares of common stock in open-market transactions at a weighted average price of $87.40 per share, with individual sale prices ranging from $87.25 to $87.82. After these transactions, she directly owned 169,496.3951 common shares and indirectly held 1,290.73 share equivalents through the Wells Fargo 401(k) Plan.

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

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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^*

Patterson Ellen R

(Last) (First) (Middle)

30 HUDSON YARDS

(Street)

NEW YORK NY 10001

(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. EVP and General Counsel

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	02/26/2026		S		60,000	D	$87.4(1)	169,496.3951	D
Common Stock, $1 2/3 Par Value								1,290.73(2)	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	(3)	02/26/2026		A		96,724.5854		(4)	(4)	Common Stock, $1 2/3 Par Value	96,724.5854	$0	96,724.5854	D

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $87.25 to $87.82, inclusive. The reporting person undertakes to provide to Wells Fargo & Company (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (1) to this Form 4.

2. 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 Company common stock.

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

4. 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.

	Ellen R. Patterson, 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.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transactions did Ellen R. Patterson report for WFC?

Ellen R. Patterson reported an award of 96,724.5854 2023 Performance Shares and an open-market sale of 60,000 Wells Fargo common shares. She also reported updated direct and indirect ownership positions following these transactions, including shares held through the company’s 401(k) Plan.

How many Wells Fargo shares did Ellen R. Patterson sell in this Form 4?

She sold 60,000 shares of Wells Fargo common stock. These sales occurred in multiple open-market transactions at prices ranging from $87.25 to $87.82 per share, with a reported weighted average sale price of $87.40 for the disclosed transaction series.

What equity award did Ellen R. Patterson receive from Wells Fargo (WFC)?

She received 96,724.5854 2023 Performance Shares, each representing a contingent right to one share of Wells Fargo common stock. The number of Performance Shares was determined based on financial performance for a three-year period ending December 31, 2025, under a prior award agreement.

What is Ellen R. Patterson’s Wells Fargo share ownership after these transactions?

After the reported transactions, she directly owned 169,496.3951 shares of Wells Fargo common stock. In addition, she indirectly held 1,290.73 share equivalents through units in the Wells Fargo ESOP Fund under the company’s 401(k) Plan, reflecting her updated beneficial position.

At what price were Ellen R. Patterson’s Wells Fargo shares sold?

Her reported 60,000-share sale had a weighted average price of $87.40 per share. Footnotes explain that individual trades occurred in a range between $87.25 and $87.82, and full price-by-price details are available upon request from the company or regulators.

How were Ellen R. Patterson’s 401(k) holdings in WFC reported?

Her indirect holdings were reported as 1,290.73 share equivalents in the Wells Fargo ESOP Fund under the 401(k) Plan. This reflects units as of January 30, 2026, assuming investable cash equivalents in the plan were fully invested in Wells Fargo common stock for reporting purposes.