Wells Fargo (WFC) COO settles 2023 performance shares, with tax share disposition

Rhea-AI Filing Summary

Wells Fargo & Company SEVP & Chief Operating Officer Scott Powell exercised a 2023 Performance Share award on March 5, 2026, converting 98,678.2052 2023 Performance Shares into the same number of common shares at a stated price of $0.0000 per share.

To cover tax obligations tied to this settlement, 50,375.2234 common shares were disposed of at $83.93 per share in a tax-withholding transaction, leaving 400,757.1595 common shares held directly. Powell also has an indirect interest in 5,400.67 share equivalents through the company’s 401(k) ESOP fund.

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^*

Powell Scott

(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)
	SEVP & Chief Operating Officer

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		98,678.2052(1)	A	$0	451,132.3829(2)	D
Common Stock, $1 2/3 Par Value	03/05/2026		F		50,375.2234	D	$83.93	400,757.1595	D
Common Stock, $1 2/3 Par Value								5,400.67(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			98,678.2052	(5)	(5)	Common Stock, $1 2/3 Par Value	98,678.2052	$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.

	Scott E. Powell, by Meghan Daly, as Attorney-in-Fact	03/09/2026
	** 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 transactions did WFC executive Scott Powell report?

Scott Powell reported settlement of a 2023 Performance Share award into 98,678.2052 Wells Fargo common shares, followed by a tax-withholding disposition of 50,375.2234 shares at $83.93 per share. These moves reflect equity compensation vesting and related tax payments.

How many Wells Fargo (WFC) shares does Scott Powell now hold directly?

After the reported transactions, Scott Powell directly holds 400,757.1595 Wells Fargo common shares. This figure comes after exercising 98,678.2052 performance shares and disposing of 50,375.2234 shares to satisfy tax obligations related to the award settlement.

What is the nature of the 2023 Performance Shares reported by WFC’s COO?

The 2023 Performance Shares represent a contingent right to receive one Wells Fargo common share per unit, based on financial performance for a three-year period ending December 31, 2025. On March 5, 2026, 98,678.2052 units settled into common stock, including reinvested dividend equivalents.

Why were some of Scott Powell’s WFC shares disposed at $83.93 per share?

A portion of the newly acquired Wells Fargo shares, totaling 50,375.2234, was disposed of at $83.93 per share to pay the exercise price or related tax liabilities. This tax-withholding disposition is coded as “F” and is common with equity award settlements.

Does Scott Powell have indirect holdings of Wells Fargo (WFC) stock?

Yes. In addition to direct holdings, Scott Powell has an indirect interest in 5,400.67 share equivalents through the Wells Fargo ESOP Fund under the company’s 401(k) Plan, based on balances as of February 27, 2026, assuming full investment in company common stock.

What ownership requirements apply to Scott Powell’s Wells Fargo share grant?

As a condition of receiving the 2023 Performance Share award, Scott Powell agreed to hold Wells Fargo common stock in line with the company’s Stock Ownership Policy while employed and for one year after retirement. This policy is tied to the exempt performance-based grant reported here.