SCHARF CHARLES W 4
4 · WELLS FARGO & COMPANY/MN · Filed Mar 9, 2026
Research Summary
AI-generated summary of this filing
Wells Fargo (WFC) CEO Charles Scharf Receives 379,767 Performance Shares
What Happened
Charles W. Scharf, Chairman and CEO of Wells Fargo & Company, had a Performance Share award settle on March 5, 2026. The award converted into 379,767.388 shares of common stock (derivative settlement, code M). To satisfy tax withholding, 210,011.38 shares were transferred/disposed at $83.93 per share, generating approximately $17,626,255 (code F). Net of withholding, Scharf retained about 169,756.008 shares.
Key Details
- Transaction date: March 5, 2026; Form 4 filed March 9, 2026 (timely).
- Award settlement: 379,767.388 shares (exercise/conversion of Performance Shares; reported at $0.00 per share).
- Tax withholding: 210,011.38 shares disposed at $83.93 each for ~$17,626,255.
- Net shares retained from the award: ~169,756.008 shares.
- Footnotes: award granted Jan 24, 2023 for the 3-year performance period ended Dec 31, 2025; includes reinvested dividend equivalents (F1, F2); each Performance Share is a contingent right to one share (F4); award subject to the Company’s Stock Ownership Policy requiring holding while employed and for one year after retirement (F5).
- Shares owned after transaction: total beneficial holdings not specified in the provided excerpt; filing shows net increase of ~169,756 shares from this settlement.
- Transaction codes: M = exercise/conversion of derivative (performance share settlement); F = shares withheld/disposed to satisfy tax liability.
Context
This was a settlement of a performance-based equity award, not an open-market purchase or discretionary sale. The transfer of 210,011 shares was routine tax withholding rather than a market-driven sale of shares for investment purposes. The award is subject to holding requirements under Wells Fargo’s stock ownership policy.
Insider Transaction Report
- Exercise/Conversion
Common Stock, $1 2/3 Par Value
[F1][F2]2026-03-05+379,767.388→ 1,498,288.353 total - Tax Payment
Common Stock, $1 2/3 Par Value
2026-03-05$83.93/sh−210,011.38$17,626,255→ 1,288,276.973 total - Exercise/Conversion
2023 Performance Shares
[F4][F5]2026-03-05−379,767.388→ 0 total→ Common Stock, $1 2/3 Par Value (379,767.388 underlying)
- 418.97(indirect: By 401(k))
Common Stock, $1 2/3 Par Value
[F3] - 103(indirect: By Trust)
Common Stock, $1 2/3 Par Value
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.