Wells Fargo (NYSE: WFC) EVP reports performance share settlement and tax share delivery

Rhea-AI Filing Summary

Wells Fargo & Company senior executive vice president Kristy Fercho reported equity compensation activity tied to a prior performance award. On March 5, 2026, 25,823.9086 2023 Performance Shares were settled into an equal number of common shares at a stated price of $0.0000 per share, based on financial performance for a three-year period ended December 31, 2025.

To cover tax obligations, 11,476.9469 common shares were disposed of at $83.93 per share through a tax-withholding transaction. After these transactions, Fercho directly owned 93,429.3038 shares of Wells Fargo common stock and indirectly held 737.73 share equivalents through the company 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^*

Fercho Kristy

(Last) (First) (Middle)

401 SOUTH TRYON STREET

(Street)

CHARLOTTE NC 28202

(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		25,823.9086(1)	A	$0	104,906.2507(2)	D
Common Stock, $1 2/3 Par Value	03/05/2026		F		11,476.9469	D	$83.93	93,429.3038	D
Common Stock, $1 2/3 Par Value								737.73(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			25,823.9086	(5)	(5)	Common Stock, $1 2/3 Par Value	25,823.9086	$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.

	Kristy Fercho, 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 Kristy Fercho report on March 5, 2026?

Kristy Fercho reported settlement of 25,823.9086 2023 Performance Shares into common stock and a related tax-withholding disposition of 11,476.9469 common shares at $83.93 per share. These transactions reflect equity compensation vesting rather than open-market buying or selling.

How many Wells Fargo (WFC) shares does Kristy Fercho hold after this Form 4?

After the reported transactions, Kristy Fercho directly holds 93,429.3038 Wells Fargo common shares and indirectly holds 737.73 share equivalents through the company’s 401(k) plan. These holdings reflect settled performance shares and prior accumulation, including dividend reinvestment program purchases.

What are WFC 2023 Performance Shares mentioned in Kristy Fercho’s Form 4?

The 2023 Performance Shares are equity awards where each unit represents a contingent right to receive one Wells Fargo common share. The final number of 25,823.9086 units was determined based on financial performance over a three-year period ending December 31, 2025, including reinvested dividend equivalents.

Why were some Wells Fargo (WFC) shares disposed of in Kristy Fercho’s filing?

The Form 4 shows 11,476.9469 common shares disposed of at $83.93 per share coded as a tax-withholding transaction. This means shares were delivered to satisfy tax obligations arising from the performance share settlement, rather than an open-market sale initiated for portfolio reasons.

What conditions apply to Kristy Fercho’s Wells Fargo performance share grant?

According to the footnotes, the 2023 Performance Share grant is exempt under Rule 16b-3(d) and requires Fercho to hold company common stock while employed and for one year after retirement, in line with Wells Fargo’s Stock Ownership Policy for senior leaders receiving such awards.