Wells Fargo (NYSE: WFC) GC nets stock from 2023 performance share award

Rhea-AI Filing Summary

Wells Fargo & Company Senior EVP and General Counsel Ellen R. Patterson received 2023 performance-based equity on March 5, 2026. She exercised 97,258.9754 Performance Shares, each converting into one share of common stock, following a three-year performance period ended December 31, 2025.

The filing shows a related tax-withholding disposition of 49,639.4541 common shares at $83.93 per share, leaving 217,115.9164 common shares held directly. She also has 1,292.3000 share equivalents indirectly through the Wells Fargo 401(k) Plan’s 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^*

Patterson Ellen R

(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. EVP and General Counsel

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		97,258.9754(1)	A	$0	266,755.3705	D
Common Stock, $1 2/3 Par Value	03/05/2026		F		49,639.4541	D	$83.93	217,115.9164	D
Common Stock, $1 2/3 Par Value								1,292.3(2)	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	(3)	03/05/2026		M			97,258.9754	(4)	(4)	Common Stock, $1 2/3 Par Value	97,258.9754	$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. Each Performance Share represents a contingent right to receive one share of Company common stock.

4. 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.

	Ellen R. Patterson, 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 did WFC executive Ellen Patterson report in this Form 4?

Ellen Patterson reported settlement of 2023 Performance Shares into common stock and related tax withholding. She exercised 97,258.9754 Performance Shares, then had 49,639.4541 common shares withheld at $83.93 for taxes, ending with 217,115.9164 directly owned shares plus 1,292.3000 share equivalents in a 401(k) ESOP fund.

How many Wells Fargo (WFC) shares does Ellen Patterson now hold directly?

After the reported transactions, Ellen Patterson holds 217,115.9164 shares of Wells Fargo common stock directly. This reflects the exercise of 2023 Performance Shares and the shares delivered to cover tax obligations, as detailed in the derivative conversion and tax-withholding entries on March 5, 2026.

What are the 2023 Performance Shares reported by WFC’s Ellen Patterson?

The 2023 Performance Shares are equity awards that settled into common stock based on three-year financial performance through December 31, 2025. Patterson exercised 97,258.9754 of these units, each representing a contingent right to receive one Wells Fargo share, including reinvested dividend equivalents, under the company’s performance share award terms.

Was the Form 4 for WFC an open-market stock sale by Ellen Patterson?

The Form 4 primarily reflects an equity award settlement and related tax withholding, not an open-market sale. Shares were delivered upon conversion of Performance Shares, and 49,639.4541 shares were disposed of to pay tax liabilities, which is classified as a tax-withholding disposition rather than a discretionary stock sale.

How are Ellen Patterson’s Wells Fargo (WFC) 401(k) holdings reported?

Her indirect holdings are reported as share equivalents in the Wells Fargo ESOP Fund within the 401(k) Plan. The filing lists 1,292.3000 share equivalents as of February 27, 2026, calculated as if all investable cash equivalents in the plan were fully invested in Wells Fargo common stock.

What performance period determined the 2023 Performance Shares for WFC?

The 2023 Performance Shares were based on a three-year performance period that ended December 31, 2025. The number of units, 97,258.9754 including reinvested dividend equivalents, was determined by financial performance and granted under an award dated January 24, 2023, exempt under Rule 16b-3(d).