Restricted share rights and March 15, 2020, vesting for U.S.-based team members
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Frequently asked questions
Restricted share rights and March 15, 2020,
vesting for U.S.-based team members
The following information addresses questions about certain restricted share rights (RSRs) scheduled to
vest on March 15, 2020. Please review this information and plan accordingly.
Important: Subject to the terms of the Wells Fargo & Company Long-Term Incentive Compensation Plan
(LTICP) and the Award Agreement terms and conditions, vesting means that a participant has earned the
right to receive the shares represented by the RSRs granted. To vest in RSRs, you must meet the
requirements for continued employment or retirement and satisfy the other grant terms and conditions.
The vesting criteria support Wells Fargo & Company’s intent to use these grants as a means of recognizing
long-term performance.
Please note, except for retirement and certain other limited circumstances, if you terminate employment
prior to your vesting date, you will forfeit your shares. Please refer to the LTICP Prospectus and the
applicable Award Agreement for the additional terms and conditions you must meet for your award to
vest.
Key Dates
• Date of vest: March 15, 2020
• Income, withholding, and shares issued can be viewed on Computershare: March 17, 2020
• Shares available in your account at EQ: March 18, 2020
Key Contact Information
• For questions regarding confirmations of income tax withholding from this vesting or a prior vesting as well as
information regarding future vesting schedules, contact:
o Computershare: 1-866-463-1070 / 1-800-231-5469 (TDD); www.computershare.com
• For questions regarding what you can do with your shares (viewing, selling, transferring, etc.), contact:
o EQ Shareowner Services: 1-866-927-1164 / 651-450-4064; www.shareowneronline.com
• For your convenience, Single Sign On links for Computershare and EQ are available on the About LTICP
Teamworks page.
• Other questions
o Contact Executive Compensation: excomp@wellsfargo.com
FAQs
Basics of Restricted Share Rights
1. What are restricted share rights?
2. How are RSRs different from stock options?
3. What is happening to my RSRs?
Tax Information
4. How is taxable income calculated?
5. Where can I find tax information about the vesting of my RSRs?
Accessing My Shares
6. Where will my Wells Fargo & Company stock be after the RSRs vest?
7. When do my shares become available to me?
1Options Available to You
8. What can I do with my shares after they are registered to me at EQ Shareowner Services?
9. Do I have to sell my shares?
10. Can I sell shares through EQ Shareowner Services?
11. How do I submit a written request to sell shares through EQ Shareowner Services?
12. What happens if I do nothing? What about dividends?
13. Can I transfer my shares to my brokerage account?
Account Specifics
14. Can I access information about my RSRs online?
15. How do I know my DRS account number? How is it used?
16. How do I create a personal ID and password on Computershare using the Employee Online portal?
17. I cannot find my PIN notification letter. How do I order a new PIN?
Additional Information
18. Where can I learn more about RSRs at Wells Fargo?
19. What additional resources are available if I have further questions about my RSRs?
Basics of Restricted Share Rights
1. What are restricted share Restricted share rights (RSRs) are rights to receive shares of
rights? Wells Fargo & Company common stock at a future date, provided
certain vesting requirements and other conditions are satisfied.
Upon vesting of RSRs, team members receive shares of Wells
Fargo & Company common stock (less required tax withholding)
to hold or sell at their discretion*.
2. How are RSRs different Like stock options, RSRs provide participants with the opportunity
from stock options? to share in any future appreciation in the price of Wells Fargo &
Company common stock. However, unlike stock options, RSRs
recipients receive the full value of the shares, and not just any
potential appreciation in stock price. Note: Applicable taxes on
the value of the shares at vesting will be withheld. Tax treatment
in certain international jurisdictions may vary. Like stock options,
because no shares are issued in connection with the grant of
RSRs, participants do not have the rights (such as voting or
dividends) of a shareholder until the shares are issued upon
vesting of the RSRs. However, unlike stock options, in the event
that the Wells Fargo & Company Board of Directors declares
dividends during the vesting period, a participant may, to the
extent provided in the Award terms, receive additional RSRs upon
vesting to reflect those dividends. The additional RSRs are often
referred to as “dividend equivalents.” Additionally, RSRs do not
expire like stock options. After an RSRs award vests, shares are
2delivered to the participant to sell, transfer, or to hold for as long
as he or she deems appropriate*.
3. What is happening to my A portion of certain RSRs awarded to you is currently scheduled to
RSRs? vest on Sunday, March 15, 2020. On Wednesday, March 18,
2020, the resulting shares of Wells Fargo & Company common
stock (net of required tax withholdings) will be registered, issued,
and deposited into a Direct Registration (DRS) account at EQ
Shareowner Services (EQ).
Tax Information
4. How is taxable income The taxable income will be calculated by multiplying the number
calculated? of shares vesting on March 15, 2020, by the Fair Market Value
(FMV), which will be the closing price of a share of Wells Fargo &
Company common stock on the NYSE on March 13, 2020 (last
business day prior to March 15, 2020). For example, assuming a
NYSE-only closing stock price on March 13, 2020, of $50.00 per
share, then 1,000 RSRs vesting would result in $50,000 of taxable
income (1,000 x $50.00)**.
In this example, the taxable income of $50,000 will be considered
wages reported on your 2020 Form W-2. Required Federal, State
(if applicable) and Social tax withholding will be taken and
subtracted from the vested shares, resulting in net shares being
issued to your EQ account. If tax withholding percentages in this
example totaled 40%, then withholdings would equal $20,000 or
(40% of $50,000), resulting in 400 shares being withheld for
taxes ($20,000 of withholdings divided by FMV of $50.00).
Accordingly, 600 net shares would be issued to the EQ account in
your name (1,000 RSRs vesting minus 400 shares withheld for
taxes).
Certain team members who were previously required to pay FICA
Social Security (up to yearly limit) and Medicare employment
taxes on an RSRs award before it vested will only be subject to
applicable income tax withholding and reporting; no further Social
Security and Medicare withholding and reporting will occur at
vesting on that particular RSRs award for these certain team
members.
3Additionally, any team member who has worked in multiple
jurisdictions (U.S. states or countries) during the vesting period
may be subject to withholding in both the current and prior
jurisdictions. Should this apply to you, you will be notified
separately.
5. Where can I find tax You will receive a confirmation statement about the vesting of
information about the your RSRs in the mail from Computershare, our recordkeeping
vesting of my RSRs? system for all RSRs awards. Your confirmation will also be
available online at Computershare beginning March 17, 2020 (see
Long-Term Equity Awards, under Orders and Transactions).
For your convenience, you can print your confirmation statement
by signing on to Computershare using the Long-Term Equity
Awards (Computershare) Sign On button on the About LTICP
Teamworks page. If you are signing on through Teamworks, click
Orders & Transactions, and select the confirmation you wish to
review. You can also access Computershare from any web
browser at computershare.com/employee/us. Click Details next
to Employee Grants and Awards, choose Orders & Transactions,
and select the confirmation you wish to review.
You may also refer to the Wells Fargo & Company Long-Term
Incentive Compensation Prospectus (“LTICP Prospectus”) for some
general tax information on RSRs.
If you have further tax questions, please refer to the RSRs Award
Agreement you received with your grant and speak to a tax
advisor.
To reach a customer service representative at Computershare,
call 1-866-463-1070, Monday through Friday, from 3:00 a.m. to
9:00 p.m. Eastern Time, excluding bank holidays. The TDD phone
number is 1-800-231-5469.
Accessing My Shares
6. Where will my Wells Fargo Following the RSRs vest, your net shares (shares remaining after
& Company stock be after taxes are withheld) will be available to access by signing on to
the RSRs vest? your Shareowner Online account at EQ. You can access your
Shareowner Online account directly from the EQ Shareowner
Services Sign On button on the About LTICP Teamworks page.
On the Single Sign On page, simply enter your Wells Fargo
username and password.
4If you have an existing Shareowner Online account, you will be
taken to the portfolio page. Shares will not be displayed in your
Wells Fargo & Company account until they have been vested and
deposited into your account.
If you do not have an existing Shareowner Online account, you
will begin the registration process by accepting the ESIGN and
online access agreements, and creating your account credentials
that can be used to access www.shareowneronline.com from
home.
7. When do my shares become It takes approximately three business days after vesting occurs to
available to me? calculate the required tax withholding and to deposit the shares at
EQ. For the March 15, 2020, vesting, your shares should be
available to you on March 18, 2020. At that time, you can access
your shares electronically by signing on to your Shareowner
Online account via the Single Sign On button on Teamworks (as
noted above) or accessing from any computer using the website
address www.shareowneronline.com.
Options Available to You
8. What can I do with my You can keep, transfer, or sell the shares; the choice is up to
shares after they are you*.
registered to me at EQ?
9. Do I have to sell my shares? No. You can leave the shares in your EQ account.
10. Can I sell shares through Yes, you may sell your shares through EQ*. The proceeds from
EQ? the sale can be delivered by check or transferred through the
Automated Clearing House (ACH) system (subject to fees).
Another option is for you to first transfer your shares to a broker
and then sell them. Check with your broker about any applicable
fees.
In selling your shares, please bear in mind the prohibition on
insider trading set forth in the Wells Fargo Code of Ethics &
5Business Conduct, as well as, if applicable to you, the Wells Fargo
& Company Personal Trading Policy.
Keep in mind, under Wells Fargo’s stock ownership policy,
participants in the LTICP are expected, while employed by Wells
Fargo, to hold a certain level of Wells Fargo stock/units based on
a target determined by the exercise or distribution of LTCIP
Awards. For more information on this policy and to calculate your
ownership target, visit the About Stock Ownership page on
Teamworks.
11. How do I submit a written For instructions on how to submit a written request, contact EQ
request to sell shares directly at 1-866-927-1164 (651-450-4064) or online at
through EQ? www.shareowneronline.com using the Contact Us link at the
bottom of the home page. Telephone representatives are available
Monday through Friday, 8:00 a.m. to 8:00 p.m. Eastern Time.
12. What happens if I do Until you take action, your shares will remain in your account at
nothing? What about EQ. You will maintain voting rights for these shares and any
dividends? dividend distributions will be mailed to you via check, received via
direct deposit, or reinvested into additional shares if you have
chosen dividend reinvestment.
13. Can I transfer my shares Yes, you may transfer all or a portion of the shares to a brokerage
to my brokerage account? account at Wells Fargo Advisors, LLC, or to an external broker. To
do this, you will need to ask your broker to initiate a transfer. At a
minimum, brokers generally need to know the EQ DRS account
number and the number of shares that you wish to transfer
(contact your broker about share transfer information
requirements). EQ cannot initiate a transfer to a brokerage
account.
If you are a client of WellsTrade, please contact an agent at 1-
877-573-7997 for assistance (available 24 hours a day, 7 days a
week). To open a brokerage account with Wells Fargo Advisors,
LLC, please call 1-877-487-1214, Monday through Friday, 8:30
a.m. to 9:30 p.m. Eastern Time, and Saturday, 10:30 a.m. to
7:00 p.m. Eastern Time.
Account Specifics
614. Can I access information Yes. If you have access to Teamworks, you can view your RSRs
about my RSRs online? awards online (including details about vesting) by signing on from
the About LTICP page (use the Sign On button for Long-Term
Equity Awards (Computershare)). From home, you can access
your RSRs awards from any web browser by visiting
Computershare directly at computershare.com/employee/us.
From the Computershare website, you can review the grant
agreement you received at the time of the Award, along with
other details about the LTICP, including the LTICP Prospectus. To
obtain a paper copy of the LTICP Prospectus, please send a
written request to the Wells Fargo Stock Plan Administration
Department, 550 South 4th Street, N9310-112 Minneapolis, MN
55415.
15. How do I know my DRS For your convenience, you can obtain your DRS account number
account number? How is it by accessing your DRS account using the About LTICP page on
used? Teamworks. Click the EQ Shareowner Services Sign On button
and, on the sign-in page, enter your Wells Fargo username and
password. The account number is available under the Portfolio
view in Shareowner Online.
In addition to the communication recently sent to you, EQ will
also send you a DRS statement by first-class mail or if you sign up
for electronic delivery with EQ you will receive email notification
that a statement is available a few days after the vesting, which
will include your DRS account number.
Should you choose not to use Single Sign On, your DRS account
number is needed to access your account online at
www.shareowneronline.com or by phone using the EQ interactive
voice response (IVR) system at 1-866-927-1164 (651-450-4064),
Monday through Friday, from 8:00 a.m. to 8:00 p.m. Eastern
Time, beginning March 18, 2020.
16. How do I create a To see the details of your vesting RSRs from a computer outside
personal ID and password of Wells Fargo, you will need to create a personal ID and
on Computershare using password on Computershare as follows:
the Employee Online
portal?
Authentication instructions
1. Go to computershare.com/employee/us.
2. Enter your Company Code (WFC).
73. Select the Next button, directing you to the Employee
Online website.
If you have previously created a personal ID or user ID, log
in using the existing user log-in instructions, as described below.
1. Enter your user ID (this is the personal ID you already
created).
2. Enter your password. Please note: If it has been a while
since you accessed this site from home, you will be asked to
complete a one-time security update.
3. Click View Account. After accepting the terms of the site,
you will have access to your Long-Term Equity Award
record.
If you are a new user to the site, follow the new user
instructions for activating your account, as described below.
1. Choose New User Activate Account.
2. Enter your Global Identifier (also known as your Global ID
or Employee ID on Wells Fargo’s payroll system).
3. Enter the PIN or password. (Call Computershare at 1-866-
463-1070 for assistance.)
4. Complete the Account Update information.
5. Create your Personal Site Seal (that is, security image and
questions).
6. Complete the confirmation code process; you will be
prompted to accept terms and conditions for your account
setup.
7. Click View Account. After accepting the terms of the site,
you will have access to your Long-Term Equity Award
record.
17. I cannot find my PIN Call Computershare to order a new PIN, which will be mailed to
notification letter. How do your address of record. To reach a customer service
I order a new PIN? representative at Computershare, call 1-866-463-1070, Monday
through Friday, from 3:00 a.m. to 9:00 p.m. Eastern Time,
excluding bank holidays. The TDD phone number is 1-800-231-
5469.
Additional Information
18. Where can I learn more If you have access to Teamworks, visit the About RSRs page,
about RSRs at located under Executive Compensation; if necessary, use the
Wells Fargo? Search function on Teamworks to locate About RSRs.
819. What additional resources Additional resources are available to you by telephone as follows:
are available if I have
further questions about If you have further questions about your RSRs, please
my RSRs? contact Computershare at 1-866-463-1070, Monday through
Friday, from 3:00 a.m. to 9:00 p.m. Eastern Time, excluding bank
holidays. The TDD phone number is 1-800-231-5469.
If you have questions about accessing, transferring, or
selling your shares after they are posted to your DRS
account, please contact EQ at 1-866-927-1164 (651-450-4064),
Monday through Friday, from 8:00 a.m. to 8:00 p.m. Eastern
Time. Relay service is available upon request.
The information provided in this communication is intended for team members who are (or were) paid on a U.S. payroll system and
is only summary information and does not describe every feature of the LTICP or any awards that granted under the LTICP. Awards
under the LTICP will, in all cases, be conditioned upon and subject to the approval of the Human Resources Committee (HRC) and
such terms and conditions as approved by the HRC in accordance with the provisions of the LTICP and reflected in an Award
Agreement. In the case of a conflict between this communication, the LTICP, an Award Agreement, or the LTICP Prospectus, the
official LTICP document will govern. Wells Fargo & Company reserves the unilateral right to amend, modify, or terminate the LTICP
at any time for any reason.
Eligibility for, or participation in, the LTICP does not constitute a contract or guarantee of employment with Wells Fargo & Company
or its subsidiaries or affiliates.
In addition, the issuance of Common Stock or other payment of an Award under the LTICP is subject to compliance by Wells Fargo
and LTICP participants with all legal requirements applicable thereto, including compliance with the requirements of 12 C.F.R. Part
359, any orders issued under 12 U.S.C. § 1818(b) and tax withholding obligations, and with all applicable regulations of any stock
exchange on which the Common Stock may be listed at the time of issuance. The HRC, or its delegate, may reduce, delay vesting,
modify, revoke, cancel, impose additional conditions and restrictions on or recover all or a portion of any Award if deemed
necessary or advisable to comply with, or to promote or facilitate compliance with, applicable laws, rules and regulations or as
required under any procedures or policies implemented by the Company in furtherance of such legal or regulatory
compliance. Please refer to the LTICP Prospectus for more information.
The summary generally describes certain U.S. federal income tax consequences of RSRs awards. This summary is general in nature
and is not intended to cover all tax consequences that may apply to participants. The tax consequences related to RSRs awards can
be complex and will vary by individual and in accordance with the laws of the applicable jurisdiction where a participant is
employed. Participants are strongly urged to consult a personal tax advisor with respect to any Award they may receive.
*Wells Fargo & Company’s stock ownership policy for LTICP participants: Participants in the LTICP are expected to hold, while
employed by Wells Fargo, a certain level of Wells Fargo stock/units based on a target that is generated from the exercise or
distribution of LTICP Awards. For more specific information on Wells Fargo’s stock ownership policy and to calculate your ownership
target, visit the About Stock Ownership page on Teamworks.
9**Actual withholding rates to be calculated by Wells Fargo Payroll. Required tax withholdings are: federal income tax (at
supplemental flat rate), state income tax, FICA Social Security (up to yearly limit), and Medicare employment taxes. Taxes with
annual limit amounts (for example, FICA) will be applied first to any bonus payment made on March 6, 2020, before calculating
RSRs tax withholdings for this vesting. The ultimate liability for all tax-related items is and remains your responsibility and may
exceed the amount actually withheld by the Company or the Employer
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