Sr. Executive Vice President Van Beurden Saul converted options into 65,286 shares, covered exercise/tax liability with 33,329 shares, gifted 1,500 shares and received a gift of 1,500 shares, increasing direct ownership by 19% to 188,474 units (SEC Form 4)
$WFC
Major Banks
Finance
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
WELLS FARGO & COMPANY/MN [ WFC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/05/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, $1 2/3 Par Value | 03/05/2025 | M | 65,286.0334(1) | A | $0 | 223,302.6113(2) | D | |||
| Common Stock, $1 2/3 Par Value | 03/05/2025 | F | 33,328.5363 | D | $73.3 | 189,974.075 | D | |||
| Common Stock, $1 2/3 Par Value | 03/07/2025 | G | 1,500(3) | D | $0 | 188,474.075 | D | |||
| Common Stock, $1 2/3 Par Value | 03/07/2025 | G | 500(3) | A | $0 | 1,882 | I | By Child 1 | ||
| Common Stock, $1 2/3 Par Value | 03/07/2025 | G | 500(3) | A | $0 | 1,882 | I | By Child 2 | ||
| Common Stock, $1 2/3 Par Value | 03/07/2025 | G | 500(3) | A | $0 | 1,882 | I | By Child 3 | ||
| Common Stock, $1 2/3 Par Value | 1,271.16(4) | I | Through 401(k) Plan | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| 2022 Performance Shares | (5) | 03/05/2025 | M | 65,286.0334 | (6) | (6) | Common Stock, $1 2/3 Par Value | 65,286.0334 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. These shares represent common stock of Wells Fargo & Company (the "Company") acquired on March 5, 2025 upon settlement of a Performance Share award granted on January 25, 2022 for the three-year performance period ended December 31, 2024, as previously disclosed on a Form 4 filed on February 26, 2025 (including reinvested dividend equivalents). |
| 2. Includes shares acquired under a dividend reinvestment program since the reporting person's most recent filing on Form 4. |
| 3. Represents a gift of 500 shares to each of three children. |
| 4. Reflects share equivalent of units in the Wells Fargo ESOP Fund under the 401(k) Plan (the "Plan") as of February 28, 2025, as if investable cash equivalents held by the Plan were fully invested in Company common stock. |
| 5. Each Performance Share represents a contingent right to receive one share of Company common stock upon vesting. |
| 6. Represents the number of 2022 Performance Shares (including reinvested dividend equivalents) determined based on financial performance for the three-year performance period ended December 31, 2024 pursuant to the terms and conditions of a Performance Share award granted on January 25, 2022, 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. |
| Saul Van Beurden, by Meghan Daly, as Attorney-in-Fact | 03/07/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||