Wells Fargo (NYSE: WFC) CEO granted 377K 2023 performance shares tied to 3-year goals

Rhea-AI Filing Summary

SCHARF CHARLES W reported acquisition or exercise transactions in this Form 4 filing.

Wells Fargo & Company Chairman and CEO Charles W. Scharf reported an award of 377,680.7542 2023 Performance Shares on February 26, 2026. Each Performance Share represents a contingent right to receive one share of Wells Fargo common stock, with no price paid per share for this grant.

The number of 2023 Performance Shares, including reinvested dividend equivalents, was determined based on financial performance for a three-year period ended December 31, 2025 under an award originally granted on January 24, 2023. As a condition of receiving the grant, he agreed to hold company stock in line with Wells Fargo’s Stock Ownership Policy while employed and for one year after retirement.

Following these transactions, reported direct holdings of Wells Fargo common stock total 1,118,180.6898 shares. Indirect holdings include 418.4600 share equivalents through the Wells Fargo ESOP Fund in the 401(k) Plan and 103.0000 shares held through a trust.

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^*

SCHARF CHARLES W

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

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								1,118,180.6898	D
Common Stock, $1 2/3 Par Value								418.46(1)	I	Through 401(k) Plan
Common Stock, $1 2/3 Par Value								103	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	(2)	02/26/2026		A		377,680.7542		(3)	(3)	Common Stock, $1 2/3 Par Value	377,680.7542	$0	377,680.7542	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.

	Charles W. Scharf, 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.
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FAQ

What did WFC CEO Charles Scharf report in this Form 4 filing?

He reported an award of 377,680.7542 2023 Performance Shares. These represent contingent rights to receive Wells Fargo common stock, determined by financial performance over a three-year period that ended December 31, 2025, under a prior equity award agreement.

How many Wells Fargo 2023 Performance Shares did Charles Scharf receive?

He received 377,680.7542 2023 Performance Shares. The filing states this number, including reinvested dividend equivalents, was based on financial performance for the three-year performance period ended December 31, 2025, under a performance share award granted January 24, 2023.

What does each 2023 Performance Share represent for WFC?

Each Performance Share represents a contingent right to receive one share of Wells Fargo common stock. This means the award converts into common shares subject to the performance conditions and other terms described in the underlying 2023 performance share grant agreement.

What are Charles Scharf’s direct common stock holdings in WFC after this filing?

His direct ownership is reported as 1,118,180.6898 shares of Wells Fargo common stock. This total reflects his holdings immediately following the reported transactions on February 26, 2026, as disclosed in the Form 4 ownership table.

What indirect Wells Fargo holdings does Charles Scharf report?

He reports 418.4600 share equivalents through the Wells Fargo ESOP Fund in the 401(k) Plan and 103.0000 shares held through a trust. The ESOP amount reflects share equivalents assuming plan cash equivalents were fully invested in Wells Fargo common stock as of January 30, 2026.

Are there special holding requirements tied to this WFC Performance Share grant?

Yes. As a condition of receiving the 2023 Performance Share grant, Charles Scharf agreed to hold Wells Fargo common stock while employed and for one year after retirement, as required under the company’s Stock Ownership Policy described in the filing footnotes.