WELLS FARGO & COMPANY/MN·4

Mar 9, 4:37 PM ET

Ling Bei 4

4 · WELLS FARGO & COMPANY/MN · Filed Mar 9, 2026

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Wells Fargo Sr. EVP Ling Bei Receives 47,480 Shares, Withholds 24,228

What Happened
Ling Bei, Senior Executive Vice President of Wells Fargo (WFC), received 47,479.684 shares on March 5, 2026 upon settlement of a 2023 Performance Share award (three‑year period ended 12/31/2025). To satisfy tax withholding, 24,227.509 of those shares were surrendered at an implied value of $83.93 per share for a total withholding of $2,033,415. The award settlement (each Performance Share equals one share) is reflected as a derivative conversion/exercise on the Form 4.

Key Details

  • Transaction date: March 5, 2026; Form 4 filed March 9, 2026 (timely filing).
  • Shares acquired on settlement: 47,479.684 (performance shares converted to common stock).
  • Shares withheld/surrendered for taxes: 24,227.509 at $83.93 each = $2,033,415.
  • Price reported for the withheld shares: $83.93 per share.
  • Shares owned after transaction: not specified in the excerpt provided.
  • Notable footnotes: settlement includes reinvested dividend equivalents; shares reflect determination of 2023 Performance Shares based on 3‑year performance and are exempt under Rule 16b‑3(d). Reporting person agreed to hold required shares while employed and for one year after retirement.

Context
This was a routine settlement of long‑term performance awards rather than an open‑market purchase or investment sale. The surrender of shares to cover taxes is a common administrative step (similar to a cashless withholding) and does not necessarily signal a change in insider sentiment. The filing shows conversion of performance share units into common stock and subsequent withholding to meet tax obligations.

Insider Transaction Report

Form 4
Period: 2026-03-05
Ling Bei
Sr. Executive Vice President
Transactions
  • Exercise/Conversion

    Common Stock, $1 2/3 Par Value

    [F1][F2]
    2026-03-05+47,479.68465,448.054 total
  • Tax Payment

    Common Stock, $1 2/3 Par Value

    2026-03-05$83.93/sh24,227.509$2,033,41541,220.544 total
  • Exercise/Conversion

    2023 Performance Shares

    [F4][F5]
    2026-03-0547,479.6840 total
    Common Stock, $1 2/3 Par Value (47,479.684 underlying)
Holdings
  • Common Stock, $1 2/3 Par Value

    [F3]
    (indirect: By 401(k))
    408.12
  • Common Stock, $1 2/3 Par Value

    (indirect: By Trust)
    74,912
Footnotes (5)
  • [F1]These shares represent common stock of Wells Fargo & Company (the "Company") acquired on March 5, 2026 upon settlement of a Performance Share award granted on January 24, 2023 for the three-year performance period ended December 31, 2025, as previously disclosed on a Form 4 filed on February 27, 2026 (including reinvested dividend equivalents).
  • [F2]Includes shares acquired under a dividend reinvestment program since the reporting person's most recent filing on Form 4.
  • [F3]Reflects share equivalent of units in the Wells Fargo ESOP Fund under the 401(k) Plan (the "Plan") as of February 27, 2026, as if investable cash equivalents held by the Plan were fully invested in Company common stock.
  • [F4]Each Performance Share represents a contingent right to receive one share of Company common stock.
  • [F5]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
Bei Ling, by Meghan Daly, as Attorney-in-Fact|2026-03-09

Documents

1 file
  • 4
    form4.xmlPrimary

    PRIMARY DOCUMENT