Sommers Barry 4

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

AI-generated summary of this filing

Updated Mar 9, 2026

Wells Fargo SVP Barry Sommers Receives Shares; 50,699 Withheld

What Happened

Barry Sommers, Senior Executive Vice President at Wells Fargo (WFC), settled a 2023 Performance Share award on March 5, 2026. He received 101,035.492 shares (performance shares converted to common stock).
To cover tax withholding/tax liability, 50,699.049 of those shares were surrendered/withheld at an implied value of $83.93 per share, totaling $4,255,171. The remaining shares were delivered to Sommers. This was not an open-market sale but a routine tax-withholding disposition.

Key Details

Transaction date: March 5, 2026 (Form 4 filed March 9, 2026 — filing appears timely).
Received: 101,035.492 shares via settlement of Performance Shares (exercise/conversion of derivative), $0 exercise price (F4: each performance share converts to one common share).
Withheld for taxes: 50,699.049 shares @ $83.93 = $4,255,171 (reported as payment of tax liability).
Shares owned after transaction: not specified in the provided filing.
Notable footnotes:
- F1/F5 — These shares settled from a Performance Share award granted Jan 24, 2023 for the 3‑year performance period ended Dec 31, 2025; the award (including reinvested dividend equivalents) vested based on performance and is exempt under Rule 16b‑3(d).
- F2 — Includes dividend reinvestment.
- F3 — Filing references ESOP/401(k) plan share-equivalents.
- F5 — As a condition of the grant, Sommers agreed to hold required stock while employed and for one year after retirement per the company’s Stock Ownership Policy.

Context

This was a routine settlement of performance-based equity with shares withheld to satisfy tax obligations (a common practice). It does not reflect an open-market sale or purchase decision by the insider.

Form 4

Period: 2026-03-05

Sr. Executive Vice President

Transactions

Exercise/Conversion
Common Stock, $1 2/3 Par Value
[F1][F2]
2026-03-05+101,035.492→ 285,940.805 total
Tax Payment
Common Stock, $1 2/3 Par Value
2026-03-05$83.93/sh−50,699.049$4,255,171→ 235,241.757 total
Exercise/Conversion
2023 Performance Shares
[F4][F5]
2026-03-05−101,035.492→ 0 total
→ Common Stock, $1 2/3 Par Value (101,035.492 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

Barry Sommers, by Meghan Daly, as Attorney-in-Fact|2026-03-09

1 file