Powell Scott 4

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

AI-generated summary of this filing

Updated Mar 9, 2026

Wells Fargo COO Scott Powell Exercises Performance Shares, Sells Some

What Happened

Scott Powell, Chief Operating Officer of Wells Fargo & Company (WFC), had 98,678.205 Performance Shares settle on March 5, 2026. The performance-share units converted to common stock (reported as an exercise/conversion of a derivative).
To satisfy tax withholding, 50,375.223 shares were disposed at $83.93 per share for proceeds of $4,227,992. After withholding, Powell retained roughly 48,302.982 shares from the settlement (98,678.205 − 50,375.223).

Key Details

Transaction date: March 5, 2026; Form 4 filed March 9, 2026 (filing appears timely under the two-business-day rule).
Conversion/settlement: 98,678.205 performance-share units converted to common stock (reported as code M).
Tax withholding/disposition: 50,375.223 shares disposed at $83.93 per share for $4,227,992 (reported as code F).
Net shares retained from this settlement: ~48,303 shares.
Notable footnotes:
- F1/F4/F5: These were 2023 Performance Shares (granted Jan 24, 2023) that vested/settled based on three‑year performance through Dec 31, 2025; each performance share equals one share of common stock.
- F2: Includes reinvested dividend equivalents.
- F3: The filing notes ESOP/401(k) share-equivalent calculations for disclosure of holdings.
- F5: Powell agreed to hold required shares while employed and for one year after retirement per the company’s Stock Ownership Policy.
Shares owned after the transaction (total beneficial ownership) are not specified in the excerpt; see the full Form 4 for the reporter’s total holdings.

Context

This was a settlement of performance-based awards, not an open-market purchase. The disposal was a routine tax-withholding/share-withholding action commonly used to satisfy tax obligations on vested awards (a form of cashless settlement).
Such award settlements are compensation-related and do not by themselves indicate a buy/sell decision by the insider.

Form 4

Period: 2026-03-05

SEVP & Chief Operating Officer

Transactions

Exercise/Conversion
Common Stock, $1 2/3 Par Value
[F1][F2]
2026-03-05+98,678.205→ 451,132.383 total
Tax Payment
Common Stock, $1 2/3 Par Value
2026-03-05$83.93/sh−50,375.223$4,227,992→ 400,757.16 total
Exercise/Conversion
2023 Performance Shares
[F4][F5]
2026-03-05−98,678.205→ 0 total
→ Common Stock, $1 2/3 Par Value (98,678.205 underlying)

Holdings

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

Scott E. Powell, by Meghan Daly, as Attorney-in-Fact|2026-03-09

1 file