Patterson Ellen R 4

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.