Patterson Ellen R 4
4 · WELLS FARGO & COMPANY/MN · Filed Mar 9, 2026
Research Summary
AI-generated summary of this filing
Wells Fargo (WFC) GC Ellen R. Patterson Exercises Performance Shares
What Happened Ellen R. Patterson, Senior EVP and General Counsel of Wells Fargo & Company, had a Performance Share award settle on March 5, 2026. A total of 97,258.975 performance shares converted to common stock (exercise/conversion). To cover tax withholding, 49,639.454 shares were disposed at $83.93 per share, totaling $4,166,239. The net increase to her holdings from this settlement was 47,619.521 shares.
Key Details
- Transaction date: March 5, 2026; Form 4 filed March 9, 2026 (timely).
- Conversion: 97,258.975 performance shares exercised/settled (no cash exercise price).
- Tax withholding/sale: 49,639.454 shares disposed at $83.93 each = $4,166,239.
- Net shares received (after withholding): 97,258.975 − 49,639.454 = 47,619.521 shares added to her holdings.
- Footnotes: Award granted Jan 24, 2023 for the three-year performance period ending Dec 31, 2025 (including reinvested dividend equivalents); each Performance Share is a contingent right to one share; the award is exempt under Rule 16b-3(d). As a condition of the grant, Patterson agreed to hold required Company shares while employed and for one year after retirement.
- No indication this was an open-market sale for investment reasons — the disposition was for tax withholding.
Context This was a settlement of performance-based equity (not a market buy or voluntary sale). It's common for vested awards to be settled into stock with a portion withheld or sold to satisfy tax obligations (a form of cashless settlement). Such transactions reflect compensation vesting, not necessarily a change in insider sentiment.
Insider Transaction Report
- Exercise/Conversion
Common Stock, $1 2/3 Par Value
[F1]2026-03-05+97,258.975→ 266,755.371 total - Tax Payment
Common Stock, $1 2/3 Par Value
2026-03-05$83.93/sh−49,639.454$4,166,239→ 217,115.916 total - Exercise/Conversion
2023 Performance Shares
[F3][F4]2026-03-05−97,258.975→ 0 total→ Common Stock, $1 2/3 Par Value (97,258.975 underlying)
- 1,292.3(indirect: By 401(k))
Common Stock, $1 2/3 Par Value
[F2]
Footnotes (4)
- [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]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.
- [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.