Sommers Barry 4

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.