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Wells Fargo & Company filed a current report to disclose an update to its corporate charter. On March 17, 2026, the company filed with the Delaware Secretary of State a Certificate Eliminating the Certificate of Designation for its 3.90% Fixed Rate Reset Non-Cumulative Perpetual Class A Preferred Stock, Series BB. This filing removes from Wells Fargo’s Restated Certificate of Incorporation all matters previously set forth in the Series BB Certificate of Designation, which was originally filed on January 22, 2021. The elimination certificate is included as Exhibit 3.1 and incorporated by reference.
Wells Fargo & Company Senior Executive Vice President Saul Van Beurden reported settling a 2023 performance share award. On March 5, 2026, he exercised 88,175.9054 2023 Performance Shares into the same number of common shares at a stated price of $0.00 per share, reflecting a three-year performance period ended December 31, 2025 and including reinvested dividend equivalents.
To cover tax obligations, 45,013.7705 common shares were delivered at $83.93 per share, leaving 259,268.9818 common shares held directly. He also reports indirect holdings through a 401(k) plan and accounts for three children, which include share equivalents and dividend reinvestments.
Wells Fargo & Company senior executive Barry Sommers reported equity award activity involving 2023 Performance Shares. On March 5, 2026, he exercised 101,035.4924 2023 Performance Shares, each representing a contingent right to one share of common stock, converting them into an equal number of Wells Fargo common shares at a stated price of $0.0000 per share.
To cover tax obligations tied to this settlement, 50,699.0486 common shares were disposed of at $83.93 per share through a tax-withholding disposition, leaving 235,241.7568 common shares held directly after these transactions. In addition, 893.6700 share equivalents are held indirectly through the Wells Fargo 401(k) Plan, reflecting units in the Wells Fargo ESOP Fund as of February 27, 2026.
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.