Wells Fargo (NYSE: WFC) EVP settles 2023 performance shares and tax withholding

Rhea-AI Filing Summary

Wells Fargo & Company senior executive Kyle G. Hranicky settled a 2023 performance share award into common stock. On March 5, 2026, he exercised 58,141.3623 2023 Performance Shares, each representing a contingent right to one share of common stock, for no cash exercise price.

The conversion delivered an equal number of common shares, increasing his direct common stock holdings to 154,908.5548 shares before tax withholding. To cover tax obligations, 25,042.1433 shares of common stock were disposed of at $83.93 per share, a tax-withholding transaction rather than an open-market sale, leaving 129,866.4115 shares held directly.

He also has indirect interests in additional Wells Fargo common stock through a 401(k) plan and several trusts and a family limited partnership. Footnotes state he disclaims beneficial ownership of certain trust and partnership holdings except to the extent of any pecuniary interest.

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^*

Hranicky Kyle G

(Last) (First) (Middle)

1000 LOUISIANA STREET

(Street)

HOUSTON TX 77002

(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		58,141.3623(1)	A	$0	154,908.5548	D
Common Stock, $1 2/3 Par Value	03/05/2026		F		25,042.1433	D	$83.93	129,866.4115	D
Common Stock, $1 2/3 Par Value								37,175.24(2)	I	Through 401(k) Plan
Common Stock, $1 2/3 Par Value								4,470	I	Through COH Trust(3)
Common Stock, $1 2/3 Par Value								4,470	I	Through KGH Trust(3)
Common Stock, $1 2/3 Par Value								4,470	I	Through PAH Trust(3)
Common Stock, $1 2/3 Par Value								114,029	I	Through PCK Family Holdings LP(4)
Common Stock, $1 2/3 Par Value								2,225	I	Through Trust(5)

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	(6)	03/05/2026		M			58,141.3623	(7)	(7)	Common Stock, $1 2/3 Par Value	58,141.3623	$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. 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.

3. The reporting person disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein, if any.

4. The reporting person and his spouse jointly control the general partner of the limited partnership.

5. Held in trust for the benefit of the reporting person's children. The reporting person disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein, if any.

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

7. 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.

	Kyle G. Hranicky, 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.
* 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).
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FAQ

What did Wells Fargo (WFC) executive Kyle Hranicky report in this Form 4?

Kyle Hranicky reported settlement of a 2023 performance share award into Wells Fargo common stock. He received 58,141.3623 shares at no exercise price, then had a portion withheld to cover taxes, with the remainder increasing his direct share ownership in the company.

How many Wells Fargo shares did Kyle Hranicky acquire from 2023 Performance Shares?

He acquired 58,141.3623 Wells Fargo common shares upon settlement of his 2023 Performance Shares. Each performance share represented a contingent right to one common share, determined based on financial performance for the three-year period ended December 31, 2025, including reinvested dividend equivalents.

Were any of Kyle Hranicky’s Wells Fargo shares sold in the market in this Form 4?

The filing shows a tax-withholding disposition of 25,042.1433 common shares at $83.93 per share. This transaction reflects shares delivered to satisfy tax obligations related to the award settlement, rather than an open-market sale initiated for investment or portfolio management purposes.

What is Kyle Hranicky’s direct Wells Fargo share ownership after these transactions?

After the award settlement and tax withholding, he directly holds 129,866.4115 shares of Wells Fargo common stock. This figure reflects the net position following receipt of the performance share settlement and the shares delivered to cover the related tax liability on March 5, 2026.

Does Kyle Hranicky have indirect holdings of Wells Fargo stock through plans or trusts?

Yes. He has indirect interests through a Wells Fargo 401(k) ESOP fund, several trusts, and PCK Family Holdings LP. Footnotes indicate he disclaims beneficial ownership of certain trust and partnership shares except to the extent of any pecuniary interest he may have in those entities.

How were the 2023 Performance Shares for Kyle Hranicky determined at Wells Fargo?

The 2023 Performance Shares were granted on January 24, 2023 and settled based on financial performance over a three-year period ending December 31, 2025. The final 58,141.3623-share amount includes reinvested dividend equivalents and is exempt under Rule 16b-3(d) as described in the footnotes.