SCHARF CHARLES W 4

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.