SCHARF CHARLES W 4

What Happened
Charles W. Scharf, Chairman, CEO and Director of Wells Fargo & Company (WFC), was granted 377,680.754 share equivalents on February 26, 2026. The award is reported as a derivative/award (transaction code A) at $0.00 per share (i.e., a performance-based grant or share-equivalent allocation rather than an open-market purchase).

Key Details

• Transaction date: 2026-02-26; SEC filing date: 2026-02-27 (filed timely).
• Quantity: 377,680.754 shares (reported at $0.00 per share; award/derivative).
• Transaction type: Award/Grant (Performance Shares / share equivalents).
• Footnotes of note:
  • F1: Reflects share equivalents of units in the Wells Fargo ESOP Fund under the 401(k) Plan as of Jan 30, 2026 if cash equivalents were invested in WFC stock.
  • F2: Each Performance Share is a contingent right to receive one share of common stock.
  • F3: These are 2023 Performance Shares (including reinvested dividend equivalents) determined based on financial performance for the three-year period ended Dec 31, 2025; award originally granted Jan 24, 2023, and is exempt under Rule 16b-3(d). As a condition, Scharf agreed to required stock-holding while employed and for one year after retirement.
• Shares owned after the transaction: not specified in the provided filing.

Context
This is a compensation-related, performance-determined award (not a market buy or sale). Performance Shares are contingent rights that may convert to actual shares per the award terms; they do not represent an immediate cash transaction or open-market activity. Such awards are common for executive compensation and reflect company-set performance outcomes rather than direct insider buying or selling.