Patterson Ellen R 4

4 · WELLS FARGO & COMPANY/MN · Filed Feb 27, 2026

AI-generated summary of this filing

Updated Feb 27, 2026

Wells Fargo (WFC) General Counsel Ellen Patterson Sells Shares, Receives Award

What Happened

Ellen R. Patterson, Senior Executive Vice President and General Counsel of Wells Fargo (WFC), sold 60,000 shares in an open-market sale on 2026-02-26 for a weighted average price of $87.40, netting roughly $5,244,000.
On the same date she was granted 96,724.585 performance-share units (reported as a derivative award at $0.00), representing Performance Shares that are contingent rights to receive company stock based on prior performance.

Key Details

Transaction date: 2026-02-26; Sale: 60,000 shares at a weighted average price of $87.40 (sales occurred at prices between $87.25 and $87.82).
Sale proceeds: approximately $5,244,000.
Award: 96,724.585 Performance Shares (grant valued at $0 on the Form 4 because these are contingent units).
Shares owned after transaction: not disclosed in the provided excerpt of the filing.
Relevant footnotes:
- F1: Price is a weighted average; multiple sale prices ranged $87.25–$87.82; reporter will provide breakdown on request.
- F2: Certain amounts reflect ESOP/401(k) fund share-equivalents as if cash equivalents were invested in company stock.
- F3: Each Performance Share is a contingent right to one share of common stock.
- F4: The 2023 Performance Shares reflect payout after the 3-year performance period ended 12/31/2025 and are subject to the Company’s Stock Ownership Policy (must hold while employed and for one year after retirement); award exempt under Rule 16b-3(d).
Filing timeliness: Report filed 2026-02-27 for a 2026-02-26 transaction — appears timely.

Context

The sale was an open-market disposition (routine insider sale). The simultaneous grant reflects a performance-based award payout (derivative grant), not an option exercise or cash purchase.
Performance Shares are contingent awards tied to prior performance; they may convert to actual shares under plan terms and are subject to holding requirements noted above.
No inference about future company performance should be drawn from routine insider sales; the filing is factual disclosure of the transactions.

Form 4

Period: 2026-02-26

Sr. EVP and General Counsel

Transactions

Sale
Common Stock, $1 2/3 Par Value
[F1]
2026-02-26$87.40/sh−60,000$5,244,000→ 169,496.395 total
Award
2023 Performance Shares
[F3][F4]
2026-02-26+96,724.585→ 96,724.585 total
→ Common Stock, $1 2/3 Par Value (96,724.585 underlying)

Holdings

Footnotes (4)

[F1]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $87.25 to $87.82, inclusive. The reporting person undertakes to provide to Wells Fargo & Company (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (1) to this Form 4.
[F2]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 Company common stock.
[F3]Each Performance Share represents a contingent right to receive one share of Company common stock.
[F4]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.

Signature

Ellen R. Patterson, by Meghan Daly, as Attorney-in-Fact|2026-02-27

1 file