Wells Fargo (WFC) SVP settles 2023 performance shares, withholds stock for taxes

Rhea-AI Filing Summary

Wells Fargo & Company senior executive Barry Sommers reported equity award activity involving 2023 Performance Shares. On March 5, 2026, he exercised 101,035.4924 2023 Performance Shares, each representing a contingent right to one share of common stock, converting them into an equal number of Wells Fargo common shares at a stated price of $0.0000 per share.

To cover tax obligations tied to this settlement, 50,699.0486 common shares were disposed of at $83.93 per share through a tax-withholding disposition, leaving 235,241.7568 common shares held directly after these transactions. In addition, 893.6700 share equivalents are held indirectly through the Wells Fargo 401(k) Plan, reflecting units in the Wells Fargo ESOP Fund as of February 27, 2026.

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^*

Sommers Barry

(Last) (First) (Middle)

525 OKEECHOBEE BLVD

(Street)

WEST PALM BEACH FL 33401

(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)
03/05/2026

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	03/05/2026		M		101,035.4924(1)	A	$0	285,940.8054(2)	D
Common Stock, $1 2/3 Par Value	03/05/2026		F		50,699.0486	D	$83.93	235,241.7568	D
Common Stock, $1 2/3 Par Value								893.67(3)	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	(4)	03/05/2026		M			101,035.4924	(5)	(5)	Common Stock, $1 2/3 Par Value	101,035.4924	$0	0	D

Explanation of Responses:

1. 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).

2. Includes shares acquired under a dividend reinvestment program since the reporting person's most recent filing on Form 4.

3. 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.

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

5. 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.

	Barry Sommers, by Meghan Daly, as Attorney-in-Fact	03/09/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did WFC executive Barry Sommers report?

Barry Sommers reported settlement of 101,035.4924 2023 Performance Shares into common stock on March 5, 2026, and a related tax-withholding disposition of 50,699.0486 common shares at $83.93 per share, all in Wells Fargo & Company common stock.

How many Wells Fargo (WFC) shares does Barry Sommers hold after these transactions?

Following the March 5, 2026 transactions, Barry Sommers directly holds 235,241.7568 shares of Wells Fargo common stock. He also has 893.6700 share equivalents held indirectly through the Wells Fargo ESOP Fund in the company’s 401(k) Plan as of February 27, 2026.

What are WFC 2023 Performance Shares in Barry Sommers’ Form 4?

The 2023 Performance Shares are awards where each Performance Share represents a contingent right to receive one share of Wells Fargo common stock. On March 5, 2026, 101,035.4924 Performance Shares, including reinvested dividend equivalents, settled into an equal number of common shares based on a three-year performance period.

Was the WFC insider transaction by Barry Sommers an open-market sale?

The disposal of 50,699.0486 Wells Fargo common shares at $83.93 per share is reported as a tax-withholding disposition. It reflects payment of tax liabilities by delivering shares rather than an open-market sale initiated for investment purposes.

How were Wells Fargo (WFC) dividend equivalents treated in Barry Sommers’ award?

The reported 2023 Performance Shares include reinvested dividend equivalents, meaning dividends that would have been paid on underlying shares were reinvested into additional performance share units. These were part of the 101,035.4924 Performance Shares that ultimately settled into common stock on March 5, 2026.