Powell Scott 4

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.