WFCWells Fargo
Deals with insiders in the proxy filed 2026-03-18
Deals between WFC and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement.
New this year
Paragraphs about a deal, a person or a relative with nothing like them in the proxy filed 2025-03-19.
Family and Other Relationships“In December 2025, a Company employee, Angela Marie Johnson, became Wayne M. Hewett’s daughter-in-law. Ms. Johnson is an employee of NVP Associates, LLC, the employing entity of Norwest Venture Partners, a venture capital firm in which the Company is the primary fund investor and sole institutional limited partner. In 2025, Ms. Johnson received compensation of approximately $450,000, including a salary of approximately $240,000. We established the compensation paid to Ms. Johnson in 2025 in accordance with our employment and compensation practices applicable to employees with equivalent qualifications and responsibilities and holding similar positions. In addition to this compensation, Ms. Johnson also received employee benefits generally available to all of our employees. Ms. Johnson is not in a strategic business line or enterprise function role, is not an executive officer of our Company, and does not directly report to an executive officer of our Company.”
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The whole section
18 paragraphs quoted as filed
Related Person Transaction Policy and Procedures“Our Board has adopted a written policy and procedures for the review and approval of transactions between our Company and its related persons and/or their respective affiliated entities. We refer to this policy and these procedures as our Related Person Transaction Policy.”
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Defining Related Persons““Related persons” under this policy include our directors, director nominees, executive officers, holders of more than 5% of our common stock, and their respective immediate family members. Their “immediate family members” include spouses, parents, stepparents, children, stepchildren, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, brothers- and sisters-in-law, and any person (other than a tenant or employee) who shares the home of a director, director nominee, executive officer, or holder of more than 5% of our common stock.”
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Which Transactions Are Reviewed“Except as described below, the Related Person Transaction Policy requires the GNC to review and either approve or disapprove transactions, arrangements, or relationships in which:”
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Which Transactions Are Reviewed“the aggregate amount involved will, or may be expected to, exceed $120,000 in any fiscal year;”
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Which Transactions Are Reviewed“our Company is, or will be, a participant; and • a related person or an entity affiliated with a related person has, or will have, a direct or indirect interest.”
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Which Transactions Are Reviewed“We refer to these transactions, arrangements, or relationships in the Related Person Transaction Policy as “Interested Transactions.””
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Which Transactions Are Deemed Pre-Approved“Any potential Interested Transactions that are brought to our Company’s attention are analyzed by our Company’s Legal Department, in consultation with management and with outside counsel, as appropriate, to determine whether the transaction or relationship does, in fact, constitute an Interested Transaction requiring compliance with the Related Person Transaction Policy. Our Board has determined that the GNC does not need to review or approve certain Interested Transactions, even if the aggregate amount involved will exceed $120,000, including the following transactions:”
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Which Transactions Are Deemed Pre-Approved“lending and other financial services transactions with related persons or their affiliated entities that comply with applicable banking laws and are in the ordinary course of business, non-preferential, and do not involve any unfavorable features;”
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Which Transactions Are Deemed Pre-Approved“employment of an NEO or of an executive officer if he or she is not an immediate family member of another Company executive officer or director and his or her compensation would be reported in our proxy statement if he or she were an NEO and the HRC approved (or recommended that our Board approve) such compensation;”
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Which Transactions Are Deemed Pre-Approved“compensation paid to one of our directors if the compensation is reported pursuant to SEC rules in our proxy statement;”
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Which Transactions Are Deemed Pre-Approved“transactions with another entity at which a related person’s only relationship with that entity is as a director, limited partner, or beneficial owner of less than 10% of that entity’s ownership interests (other than a general partnership interest);”
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Which Transactions Are Deemed Pre-Approved“transactions with another entity at which a related person’s only relationship with that entity is as an employee (including an executive officer), if such transactions are in the ordinary course of business, non-preferential and the aggregate amount involved does not exceed the greater of $1 million or 2% of such other entity’s consolidated gross revenues;”
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Information About Related Person Transactions“charitable contributions by our Company or a Company-sponsored charitable foundation to tax-exempt organizations at which a related person’s only relationship is as (i) an employee (including an executive officer), if the aggregate amount involved (excluding Company matching funds) does not exceed the greater of $1 million or 2% of such organization’s consolidated gross revenues, or (ii) a director or trustee; and • transactions with holders of more than 5% of our common stock and/or such holders’ immediate family members or affiliated entities, if such transactions are in the ordinary course of business of each of the parties, unless such shareholder is one of our executive officers, directors or director nominees, or an immediate family member of one of them.”
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How Related Person Transactions Are Reviewed“The GNC is responsible for reviewing and, where appropriate, approving Interested Transactions. Under the Related Person Transaction Policy, if reasonable prior review of an Interested Transaction is not feasible, then the GNC will consider the Interested Transaction for approval via ratification at a future GNC meeting. When determining whether to approve an Interested Transaction, the GNC considers all relevant material facts, such as whether the Interested Transaction is in the best interests of the Company, whether it is on non-preferential terms and the extent of the related person’s interest in the Interested Transaction. No director is allowed to participate in the review and approval of an Interested Transaction if that director, his or her immediate family members, or their affiliated entities are involved. The GNC annually reviews all ongoing Interested Transactions.”
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Lending and Other Ordinary Course Financial Services Transactions“During 2025, some of our executive officers, some of our directors (including certain of our HRC members), each of the persons we know of that beneficially owned more than 5% of our common stock on December 31, 2025 (BlackRock, Inc. (BlackRock), FMR LLC (FMR), and The Vanguard Group, Inc. (Vanguard)), and some of their respective immediate family members and/or affiliated entities had loans, other extensions of credit, and/or other banking or financial services transactions with our banking and other subsidiaries in the ordinary course of business, including deposit and treasury management services, brokerage, investment advisory, capital markets, sales and trading and investment banking transactions. All of these lending, banking and financial services transactions were on substantially the same terms, including interest rates, collateral and repayment (as applicable), as those available at the time for comparable transactions with persons not related to our Company, and did not involve more than the normal risk of collectability or present other unfavorable features. In the ordinary course of business, we also sell or purchase other products and services, including the purchase of investment management technology products and advisory services from BlackRock and its affiliates. We and our customers also may invest in mutual funds, exchange-traded funds, and other products affiliated with BlackRock, FMR, and Vanguard, and we and such firms may receive fees in connection with those investments, in the ordinary course of business. All of these transactions were entered into on an arm’s-length basis and under customary terms and conditions.”
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Family and Other Relationships“In December 2025, a Company employee, Angela Marie Johnson, became Wayne M. Hewett’s daughter-in-law. Ms. Johnson is an employee of NVP Associates, LLC, the employing entity of Norwest Venture Partners, a venture capital firm in which the Company is the primary fund investor and sole institutional limited partner. In 2025, Ms. Johnson received compensation of approximately $450,000, including a salary of approximately $240,000. We established the compensation paid to Ms. Johnson in 2025 in accordance with our employment and compensation practices applicable to employees with equivalent qualifications and responsibilities and holding similar positions. In addition to this compensation, Ms. Johnson also received employee benefits generally available to all of our employees. Ms. Johnson is not in a strategic business line or enterprise function role, is not an executive officer of our Company, and does not directly report to an executive officer of our Company.”
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Family and Other Relationships“For information about an outstanding pension plan balance between Mr. Craver and a legacy predecessor company, please refer to the Director Independence section of this Proxy Statement.”
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Family and Other Relationships“Our Board strongly discourages our Company’s hiring of any immediate family members of current directors.”
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Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not. A deal reported again with a new amount is not new. Always check the filing. Open the proxy ↗ · Last year's proxy ↗