Wells Fargo (WFC) SVP settles 2023 performance shares with tax share withholding

Rhea-AI Filing Summary

Wells Fargo & Company senior executive vice president Ling Bei reported equity award activity involving 2023 Performance Shares. On March 5, 2026, 47,479.6841 Performance Shares were exercised into the same number of common shares at a stated price of $0.0000 per share, following a three-year performance period ended December 31, 2025.

To cover tax obligations, 24,227.5092 common shares were disposed of at $83.93 per share through share withholding, a non-open-market transaction. After these transactions, direct common stock holdings were 41,220.5443 shares. Indirect holdings included 408.1200 share equivalents through a 401(k) plan and 74,912.0000 shares held through a trust.

The footnotes state that each Performance Share represented a contingent right to receive one share of Wells Fargo common stock and that the grant is exempt under Rule 16b-3(d). As a condition of the award, Ling Bei agreed to hold company stock while employed and for one year after retirement under the company’s Stock Ownership Policy.

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^*

Ling Bei

(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. 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		47,479.6841(1)	A	$0	65,448.0535(2)	D
Common Stock, $1 2/3 Par Value	03/05/2026		F		24,227.5092	D	$83.93	41,220.5443	D
Common Stock, $1 2/3 Par Value								408.12(3)	I	Through 401(k) Plan
Common Stock, $1 2/3 Par Value								74,912	I	Through Trust

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			47,479.6841	(5)	(5)	Common Stock, $1 2/3 Par Value	47,479.6841	$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.

	Bei Ling, 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 Ling Bei report on this Form 4?

Ling Bei reported exercising 47,479.6841 2023 Performance Shares into Wells Fargo common stock and a related tax-withholding disposition of 24,227.5092 common shares at $83.93 per share. These movements reflect equity award settlement rather than an open-market stock purchase or sale.

How many Wells Fargo (WFC) shares does Ling Bei hold after these transactions?

After the reported transactions, Ling Bei holds 41,220.5443 Wells Fargo common shares directly. Indirectly, 408.1200 share equivalents are held through a 401(k) plan and 74,912.0000 shares through a trust, according to the ownership table and related footnotes.

What are WFC 2023 Performance Shares and how were they settled for Ling Bei?

The 2023 Performance Shares are equity awards where each Performance Share represents a contingent right to receive one Wells Fargo common share. For a three-year period ended December 31, 2025, 47,479.6841 Performance Shares settled into the same number of common shares, including reinvested dividend equivalents.

Was the disposition of Wells Fargo (WFC) shares by Ling Bei an open-market sale?

No. The Form 4 classifies the 24,227.5092-share disposition as code F, which is a tax-withholding transaction. It reflects payment of tax liability by delivering shares, not an open-market sale initiated for portfolio or valuation reasons.

What stock ownership conditions apply to Ling Bei’s Wells Fargo performance award?

The footnotes explain that, as a condition of receiving the 2023 Performance Share grant, Ling Bei agreed to hold Wells Fargo common stock while employed and for one year after retirement, consistent with the company’s Stock Ownership Policy requirements.