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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.
Wells Fargo & Company Senior EVP & CFO Michael P. Santomassimo exercised 125,481.1544 2023 Performance Shares on March 5, 2026, converting them into the same number of shares of common stock at $0.0000 per share. These shares were earned for a three-year performance period ended December 31, 2025 under a Performance Share award granted January 24, 2023, including reinvested dividend equivalents.
To cover tax obligations, 64,036.2314 shares of common stock were disposed of at $83.93 per share through a tax-withholding transaction, leaving 505,119.7113 directly held common shares. The filing also notes indirect holdings through a 401(k) plan and a spouse’s IRA. As a condition of the award, the reporting person agreed to hold company stock in line with Wells Fargo’s Stock Ownership Policy while employed and for one year after retirement.
Wells Fargo & Company senior executive vice president Kleber Santos reported equity award activity involving Company common stock. On March 5, 2026, he exercised 2023 Performance Shares, acquiring 60,914.5522 shares of common stock upon settlement of a performance share award for the three‑year period ended December 31, 2025, including reinvested dividend equivalents. A portion of the resulting shares, 29,929.9502, was automatically disposed of at $83.93 per share to cover tax obligations through share withholding, which is not an open‑market sale. Following these transactions, he held 110,860.1308 shares of common stock directly, plus 893.6700 share equivalents indirectly through the Wells Fargo 401(k) Plan.
Wells Fargo & Company SEVP & Chief Operating Officer Scott Powell exercised a 2023 Performance Share award on March 5, 2026, converting 98,678.2052 2023 Performance Shares into the same number of common shares at a stated price of $0.0000 per share.
To cover tax obligations tied to this settlement, 50,375.2234 common shares were disposed of at $83.93 per share in a tax-withholding transaction, leaving 400,757.1595 common shares held directly. Powell also has an indirect interest in 5,400.67 share equivalents through the company’s 401(k) ESOP fund.
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.
Wells Fargo & Company senior executive vice president Ling Bei reported equity award activity involving 2023 Performance Shares. On March 5, 2026, 47,479.6841 Performance Shares were exercised into the same number of common shares at a stated price of $0.0000 per share, following a three-year performance period ended December 31, 2025.
To cover tax obligations, 24,227.5092 common shares were disposed of at $83.93 per share through share withholding, a non-open-market transaction. After these transactions, direct common stock holdings were 41,220.5443 shares. Indirect holdings included 408.1200 share equivalents through a 401(k) plan and 74,912.0000 shares held through a trust.
The footnotes state that each Performance Share represented a contingent right to receive one share of Wells Fargo common stock and that the grant is exempt under Rule 16b-3(d). As a condition of the award, Ling Bei agreed to hold company stock while employed and for one year after retirement under the company’s Stock Ownership Policy.
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.
WELLS FARGO & COMPANY/MN Senior EVP and Chief Risk Officer Derek A. Flowers settled a 2023 Performance Share award on March 5, 2026. He exercised 66,453.343 2023 Performance Shares into the same number of shares of common stock at a stated price of $0.0000 per share, consistent with an award settlement.
To cover tax obligations, 29,130.9823 shares of common stock were disposed of at $83.9300 per share through a tax-withholding transaction, leaving 67,966.0935 shares of common stock held directly. Footnotes explain that each Performance Share represents a contingent right to one share of common stock, and that the award amount was based on financial performance over the three-year period ended December 31, 2025.
In addition to direct holdings, Flowers reports indirect ownership of common stock, including 14,971.3300 share equivalents through a 401(k) plan as of February 27, 2026, 361.3580 shares through a spouse’s IRA, and 273,773.5660 common shares and 25.0000 preferred shares, Series L, through a trust.
Wells Fargo & Company senior executive vice president Kristy Fercho reported equity compensation activity tied to a prior performance award. On March 5, 2026, 25,823.9086 2023 Performance Shares were settled into an equal number of common shares at a stated price of $0.0000 per share, based on financial performance for a three-year period ended December 31, 2025.
To cover tax obligations, 11,476.9469 common shares were disposed of at $83.93 per share through a tax-withholding transaction. After these transactions, Fercho directly owned 93,429.3038 shares of Wells Fargo common stock and indirectly held 737.73 share equivalents through the company 401(k) plan.
Wells Fargo Finance LLC offers floating rate medium-term notes, fully and unconditionally guaranteed by Wells Fargo & Company, linked to Compounded SOFR and due March 11, 2033. The original offering price is $1,000 per note; proceeds to the issuer are $990 per note after an agent discount of $10. The notes pay quarterly interest based on Compounded SOFR plus a spread of 0.80% subject to a minimum rate of 1.00%. The notes are senior unsecured, not listed, and carry issuer and guarantor credit risk.