X0306 4 2020-03-29 0000072971 WELLS FARGO & COMPANY/MN WFC 0001779515 Flowers Derek A. 301 SOUTH COLLEGE STREET CHARLOTTE NC 28202 1 Sr. Executive Vice President Common Stock, $1 2/3 Par Value 2020-03-29 4 M 0 22742.1873 0 A 22742.1873 D Common Stock, $1 2/3 Par Value 2020-03-29 4 F 0 10166.1873 30.28 D 12576 D Common Stock, $1 2/3 Par Value 2020-03-29 4 M 0 3507.6619 0 A 16083.6619 D Common Stock, $1 2/3 Par Value 2020-03-29 4 F 0 1568.6619 30.28 D 14515 D Common Stock, $1 2/3 Par Value 9700.78 I Through 401(k) Plan Common Stock, $1 2/3 Par Value 328.631 I Through Spouse's IRA Common Stock, $1 2/3 Par Value 68915.208 I Through Trust Preferred Shares, Series L 25 I Through Trust 2017 Performance Shares 2020-03-29 4 M 0 22742.1873 0 D Common Stock, $1 2/3 Par Value 22742.1873 0 D Restricted Share Right 2020-03-29 4 M 0 3507.6619 0 D Common Stock, $1 2/3 Par Value 3507.6619 7015.3238 D These shares represent common stock of Wells Fargo & Company (the "Company") acquired on March 29, 2020 upon settlement of a Performance Share award granted on February 28, 2017 for the three-year performance period ended December 31, 2019 (as previously disclosed on a Form 4 filed on March 5, 2020). Number of shares represents a Restricted Share Right ("RSR") vesting on March 29, 2020. Original grant date was February 26, 2019. This vesting represents one-third of the original amount of RSRs granted (plus dividend equivalents reinvested in additional RSRs). Reflects share equivalent of units in the Wells Fargo ESOP Fund under the 401(k) Plan (the "Plan") as of February 28, 2020, as if investable cash equivalents held by Plan were fully invested in Company common stock. Each Performance Share represents a contingent right to receive one share of Company common stock upon vesting. Represents the number of 2017 Performance Shares determined based on the Company's attainment of pre-established financial performance goals for the three-year performance period ended December 31, 2019, subject to the terms and conditions of a Performance Share award granted on February 28, 2017, which is exempt under Rule 16b-3(d). As a condition to receiving the award, the reporting person agreed to hold, while employed by the Company and for at least one year after retirement, shares of Company common stock equal to at least 50% of the after-tax shares (assuming a 50% tax rate) acquired upon vesting. Each RSR represents a contingent right to receive one share of Company common stock. These RSRs vest in three installments: one-third on 3/15/2020, 3/15/2021, and 3/15/2022. As a condition to receiving the grant, the reporting person agreed to hold, while employed by the Company and for at least one year after retirement, shares of Company common stock equal to at least 50% of the after-tax shares (assuming a 50% tax rate) acquired upon vesting. Derek A. Flowers, by Anthony R. Augliera, as Attorney-in-Fact 2020-03-31