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

Rhea-AI Filing Summary

Wells Fargo & Company Chairman and CEO Charles W. Scharf reported equity award activity tied to a 2023 performance grant. On March 5, 2026, 379,767.3882 2023 Performance Shares were settled into an equal number of common shares at a stated price of $0.00 per share, following a three-year performance period ended December 31, 2025.

To cover tax obligations from this settlement, 210,011.380 common shares were disposed of at $83.93 per share through a tax-withholding mechanism, not an open-market sale. After these transactions, Scharf directly held 1,288,276.973 common shares, with additional small indirect holdings through a 401(k) plan and a trust.

The filing notes that each Performance Share represented a contingent right to receive one share of Wells Fargo common stock and that, as a condition of the grant, Scharf agreed to hold company shares 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

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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)
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		379,767.3882(1)	A	$0	1,498,288.353(2)	D
Common Stock, $1 2/3 Par Value	03/05/2026		F		210,011.38	D	$83.93	1,288,276.973	D
Common Stock, $1 2/3 Par Value								418.97(3)	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	(4)	03/05/2026		M			379,767.3882	(5)	(5)	Common Stock, $1 2/3 Par Value	379,767.3882	$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.

	Charles W. Scharf, 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 CEO Charles Scharf report on this Form 4?

Charles Scharf reported settlement of 379,767.3882 2023 Performance Shares into common stock and a related tax-withholding disposition of 210,011.380 common shares at $83.93 per share. These transactions reflect equity award settlement, not open-market buying or selling activity.

How many Wells Fargo (WFC) shares does CEO Charles Scharf hold after this filing?

After the reported March 5, 2026 transactions, Charles Scharf directly held 1,288,276.973 shares of Wells Fargo common stock. He also had smaller indirect interests, including 418.970 shares through a 401(k) plan and 103.000 shares held through a trust, as disclosed in the Form 4.

What are the 2023 Performance Shares mentioned in the Wells Fargo (WFC) Form 4?

The 2023 Performance Shares are equity awards granted on January 24, 2023, covering a three-year performance period ending December 31, 2025. Each Performance Share represented a contingent right to receive one share of Wells Fargo common stock, including reinvested dividend equivalents, upon settlement.

Was the Wells Fargo (WFC) CEO’s share disposition an open-market sale?

No. The 210,011.380 common shares at $83.93 per share were disposed of under code F for tax withholding, meaning shares were delivered to satisfy tax liabilities from the award settlement, rather than sold in an open-market transaction to third-party buyers.

What holding requirements apply to Wells Fargo (WFC) CEO Charles Scharf’s shares?

As a condition of receiving the 2023 Performance Share award, Charles Scharf agreed to hold Wells Fargo common stock while employed by the company and for one year after retirement, consistent with the company’s Stock Ownership Policy described in the Form 4 footnotes.