Wells Fargo (NYSE: WFC) SVP granted 100K 2023 performance shares

Rhea-AI Filing Summary

Wells Fargo & Company Senior Executive Vice President Barry Sommers reported an equity compensation award rather than an open-market trade. He acquired 100,480.3524 2023 Performance Shares on February 26, 2026 as a grant exempt under Rule 16b-3(d).

Each Performance Share represents a contingent right to receive one share of Wells Fargo common stock, with the number of shares determined by financial performance over the three-year period ended December 31, 2025 under an award originally granted on January 24, 2023. Following this grant, Sommers directly holds 184,733.0568 shares of common stock and indirectly holds 892.5800 share equivalents through the Wells Fargo ESOP Fund in the 401(k) Plan as of January 30, 2026. As a condition of the grant, he 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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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)
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								184,733.0568	D
Common Stock, $1 2/3 Par Value								892.58(1)	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	(2)	02/26/2026		A		100,480.3524		(3)	(3)	Common Stock, $1 2/3 Par Value	100,480.3524	$0	100,480.3524	D

Explanation of Responses:

1. 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 Wells Fargo & Company (the "Company") common stock.

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

3. 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	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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Wells Fargo (WFC) executive Barry Sommers report in this Form 4?

Barry Sommers reported receiving an equity award, not buying or selling stock. He was granted 100,480.3524 2023 Performance Shares, a form of performance-based incentive that can convert into Wells Fargo common stock depending on preset financial goals over a three-year period.

How many 2023 Performance Shares did Barry Sommers receive from Wells Fargo (WFC)?

Barry Sommers received 100,480.3524 2023 Performance Shares. These represent contingent rights, each tied to one share of Wells Fargo common stock, with the final number based on financial performance over the three-year period ending December 31, 2025, under the original 2023 award terms.

What are Wells Fargo (WFC) 2023 Performance Shares reported in this filing?

The 2023 Performance Shares are a performance-based equity award. Each unit represents a contingent right to receive one share of Wells Fargo common stock, with the actual amount determined by company financial performance over a three-year period ending December 31, 2025, under a 2023 grant agreement.

How many Wells Fargo (WFC) common shares does Barry Sommers hold after the award?

After the award, Barry Sommers directly holds 184,733.0568 shares of Wells Fargo common stock. He also indirectly holds 892.5800 share equivalents through the Wells Fargo ESOP Fund in the company’s 401(k) Plan, based on plan holdings measured as of January 30, 2026.

What stock ownership requirements apply to Barry Sommers’ Wells Fargo (WFC) award?

As a condition of receiving the 2023 Performance Shares, Barry Sommers agreed to stock holding requirements. He must hold Wells Fargo common stock while employed by the company and for one year after retirement, consistent with the company’s formal Stock Ownership Policy for senior leaders.

What does the Wells Fargo (WFC) 401(k) ESOP Fund disclosure mean in this Form 4?

The filing shows 892.5800 share equivalents in the Wells Fargo ESOP Fund under the 401(k) Plan. This figure reflects units as of January 30, 2026, assuming investable cash in the plan were fully invested in Wells Fargo common stock for reporting purposes.