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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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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1. Title of Derivative Security | 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 | 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 of Derivative Security: 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 | ||||||||
Phantom Stock Units | (1) | 07/01/2025 | A | 212.4494 | (2) | (2) | Common Stock, $1 2/3 Par Value | 212.4494 | $81.49 | 39,887.0801 | D | ||||
Each phantom stock unit represents the right to receive one share of Wells Fargo & Company common stock. | |
Deferred compensation shares payable in a lump sum or installments based upon director's election. | |
| Remarks: Exhibit 24 - Power of Attorney | |
| Signatures | ||
Wayne M. Hewett, by Meghan Daly, as Attorney-in-Fact | 07/03/2025 | |
| ** 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. | ||
Exhibit 24
__________
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby
constitutes and appoints, solely in connection with the undersigned's
capacity as an officer and/or director of Wells Fargo & Company (the
"Company"), each of Emma Bailey, Meghan Daly, Brad D. Kern, Lori Kreidt,
Janet McGinness, Angie Robinson, Laila Arand, Robin Dvorkin, and Ryan T.
Tollgaard, acting alone, the undersigned's true and lawful attorney-in-
fact to:
(1) complete, sign, and submit to the United States Securities and
Exchange Commission ("SEC"), for and on behalf of the undersigned, a Form
ID application (including any amendments thereto);
(2) complete, sign, and submit to the SEC Forms 3, 4 and 5 (including any
amendments thereto) in accordance with Section 16(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
thereunder, including with respect to any and all equity securities
issued by the Company that may be considered to be owned by the
undersigned for the purposes of such statute and rules;
(3) complete, sign, and submit to the SEC, for and on behalf of the
undersigned, Form 144 (including any amendments thereto) in accordance
with the Securities Act of 1933, as amended (the "Securities Act"), and
the rules thereunder;
(4) do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to (i) file any such Form ID application and
Form 3, 4, 5 or 144, or any amendments thereto, with the SEC and any other
authority and (ii) enroll the undersigned in the SEC's Electronic Data
Gathering, Analysis, and Retrieval ("EDGAR") filing system or any successor
filing system; and
(5) act as an account administrator or cause designated employees of the
Company to act as an account administrator for the undersigned's EDGAR
account with the SEC, including: (i) appointing, removing and replacing account
administrators, technical administrators, account users, and delegated
entities; (ii) maintaining, modifying and certifying the accuracy of
information on the undersigned's EDGAR account dashboard; and (iii) taking
any other actions contemplated by Rule 10 of Regulation S-T on behalf of the
undersigned with respect to the undersigned's EDGAR account.
The undersigned hereby grants to each such attorney-in-fact full
power and authority to do and perform each and every act and thing whatsoever
requisite, necessary or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present and acting, with full
power of substitution or revocation, hereby ratifying and confirming all
that such attorney-in-fact, or his or her substitute or substitutes, shall
lawfully do or cause to be done by virtue of this Power of Attorney and
the rights and powers herein granted. The undersigned acknowledges that
neither the Company nor any attorney-in-fact assumes any liability for the
undersigned's responsibility to comply with the requirements of Section 16
of the Exchange Act or Rule 144 under the Securities Act, any liability of
the undersigned for any failure to comply with such requirements, or any
liability of the undersigned for disgorgement of profits under Section 16(b)
of the Exchange Act.
This Power of Attorney revokes any previous power of attorney granted
by the undersigned with respect to the subject matter hereof as it relates
to the Company, and shall remain in full force and effect until the undersigned
is no longer required to file Forms 3, 4, 5 and 144 with respect to the
undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a subsequently executed
power of attorney or a signed writing delivered to the foregoing attorneys-in-
fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 16th day of May, 2025.
/s/ Wayne M. Hewett
_______________________________
Wayne M. Hewett