Sommers Barry 4

What Happened

• Barry Sommers, Senior Executive Vice President of Wells Fargo & Company (WFC), was granted 100,480.352 share equivalents on February 26, 2026. The filing reports these as a derivative award at $0.00 per share (acquisition value $0).
• This award represents performance‑based and ESOP/401(k) share equivalents rather than an open‑market purchase or sale; such grants are generally routine compensation, not direct cash purchases.

Key Details

• Transaction date: 2026-02-26; Filing date: 2026-02-27 (timely).
• Reported transaction: Grant/Award (code A) — 100,480.352 shares @ $0.00 (derivative).
• Shares owned after transaction: not specified in the filing.
• Notable footnotes:
  • F1: These reflect share equivalents in the Wells Fargo ESOP Fund under the 401(k) Plan as of Jan 30, 2026, assuming cash equivalents were invested in WFC stock.
  • F2: Each Performance Share is a contingent right to receive one share of common stock.
  • F3: The amount reflects 2023 Performance Shares (including reinvested dividend equivalents) determined by performance for the 3‑year period ended Dec 31, 2025; award is exempt under Rule 16b‑3(d). Sommers agreed to hold required shares while employed and for one year after retirement.

Context

• This is a derivative/performance award (not an open‑market buy or sale). It stems from prior Performance Share grants and ESOP accounting; the filing reports the contingent share equivalent rather than an immediate cash value.
• Such awards are common forms of executive compensation and do not by themselves indicate insider buying or selling intent.