Frequently Asked Questions

Basic Information

1. Why did I get the Notice?

If you are received notice, it is because the Plan’s records show you were a participant or beneficiary of the Wells Fargo & Company 401(k) Plan from September 27, 2016, to December 30, 2022 (the “Class Period”) and you had ESOP holdings during that time. Therefore, you are a member of the Settlement Class.

This class action lawsuit is known as Randall v. GreatBanc Trust Co. et al., No. 22-cv-2354-LMP-SGE (D. Minn.). The Honorable Laura M. Provinzino of the United States District Court for the District of Minnesota presides over this case.

The Notice provides information about the lawsuit, how it may affect you, and your legal rights and options.

2. What is this lawsuit about?

This lawsuit is about whether Defendants breached duties as fiduciaries to the Plan and whether prohibited transactions occurred in violation of ERISA. Plaintiffs allege that Wells Fargo violated ERISA by using dividends earned from Wells Fargo Preferred Stock held by the ESOP to offset a portion of the Company’s employer contributions to the Plan. Plaintiffs also allege that various transactions prohibited by ERISA occurred. You can read Plaintiffs’ First Amended Complaint located here.

Defendants deny that they violated any law or duty owed to the Plan or its participants or that the Plan or its participants experienced any losses as a result of their actions.

3. What is a class action and who is involved?

In a class action relating to a retirement plan such as this, one or more people called “Class Representatives” (in this case, Aryne Randall, Peter Morrissey and Scott Kuhn, vested participants in the Plan) sue on behalf of the plan and other people who have similar claims. These people are collectively called a “Class” or “Class Members.” The individuals who sue—and all class members like them—are called the “Plaintiffs.” The persons and entities they sue are called the “Defendants.” One case resolves the issues in the lawsuit for all the class members and the plan.

This Settlement

4. Why is there a settlement?

Plaintiffs and Defendants have been litigating this case since 2022. The Court has not reached a final decision on the claims. Instead, the Class Representatives and Defendants have agreed to the Settlement. The Settlement is the product of extensive negotiations between the Class Representatives, Defendants, and their counsel, including a mediation facilitated by a neutral third-party. The parties considered the uncertainty, risks, and costs of litigation and concluded that it is desirable to settle on the terms and conditions set forth in the Settlement.

The Class Representatives and Class Counsel believe that the Settlement is best for the Class. Nothing in the Settlement is an admission or concession by Defendants of any fault or liability whatsoever. They have entered into the Settlement to avoid the uncertainty, expense, and burden of additional litigation.

5. What does the Settlement provide?

Under the Settlement, a payment of $84,000,000.00 (the “Class Settlement Amount”) will be paid into a Qualified Settlement Fund to resolve the claims of the Settlement Class against Defendants. The Net Settlement Fund (the Class Settlement Amount, plus any interest or income earned on the Qualified Settlement Fund, less (i) the amount required for payment of any taxes or tax-related expenses owed on the Qualified Settlement Fund, (ii) any Court-approved attorneys’ fees and expenses, (iii) administrative fees, costs, and expenses, and (iv) any Service Awards) will be allocated to Class Members according to a Plan of Allocation to be approved by the Court (as explained further in Question 6).

All Class Members and anyone claiming through them will fully release Defendants and other related entities from the Released Claims, as defined in the Settlement Agreement. The Released Claims include any claims against any of the Defendants and their related entities with respect to the Plan that were asserted in the lawsuit against Defendants or that could have been asserted against them. In addition, the Released Claims also include certain other claims as set forth in the Settlement Agreement.

This website and the Notice are only a summary of terms of the Settlement, not a binding description of the award or releases.

The full language of the Settlement Agreement is available here.

6. How much money will I receive from the Settlement?

The amount, if any, that will be allocated to you will be based upon records maintained by the Plan’s recordkeeper. Calculations regarding individual distributions will be performed by the Settlement Administrator, whose determinations will be final and binding, pursuant to the Court-approved Plan of Allocation. To receive a distribution from the Net Settlement Fund, you must be (1) a Class Member or (2) a beneficiary or alternate payee of a Class Member. Definitions for the terms “Settlement Class” and “Class Member” are provided in Question 1. There are approximately 425,000 Class Members.

The Net Settlement Fund will be divided among Class Members as described in the Plan of Allocation. Allocations will be based on the amount of each Class Member’s holdings in the Fund at each of the 14 dates during the Class Period on which the ESOP’s Preferred Stock dividends were used to fund a portion of Employer Matching Contributions or Employer Discretionary Profit Sharing Contributions.

For Participants who have already left the Plan, Settlement payments will be by check unless such person timely and affirmatively elects to rollover the payment to a qualified retirement plan or IRA, but if the dollar amount of the Settlement payment to the Former Participant as calculated by the Settlement Administrator is less than $10.00, then that Former Participant will not receive a distribution, and their share shall be reallocated among the other Class Members.

A more complete description regarding the details of the Plan of Allocation can be found in Section 8 of the Settlement Agreement and in the Plan of Allocation, both of which are available on the Important Documents page.

7. How can I receive my distribution from the Settlement?

If your Plan Account still has money in it, your distribution will be paid directly into your Plan Account. If your Plan Account has been terminated or no longer has money in it (a “Former Participant”), you will receive your distribution by Check. If you are a Former Participant, you may elect to request your distribution be rolled into a qualified retirement account, such as an IRA, by completing and submitting the Rollover Election Form located here.

Your Rights And Options

8. Can I get out of the Settlement?

In the event the Court enters a final order approving the Settlement, you will be automatically included if you are a Class Member. This Settlement will resolve the legal claims in the lawsuit for all Class Members against Defendants. You do not have the option to exclude yourself from the Settlement if the Court approves it.

9. How do I tell the Court if I don't approve of the Settlement?

If you want to object to the Settlement, you must submit your objection, in writing, to the Court, Class Counsel and Defendants’ Counsel at the following:

For an objection to be considered by the Court, it must be postmarked or sent via email, as applicable, by February 26, 2026. The objection must be in writing and should include the case name Randall et al. v. GreatBanc Trust Co. et al., Case No. 0:22-cv-2354 (D. Minn.), and also include: (a) your name, address, and telephone number, and if you are represented by counsel, of your counsel; (b) the specific grounds for your objection (including all arguments, citations, and evidence supporting the objection); (c) a statement of whether you intend to appear at the Fairness Hearing, and the name of your counsel who will appear (if any); (d) a statement of whether the objection applies only to the objector, to a specific subset of Class Members, or to the entire Settlement Class; and (e) all documents or writings that you desire the Court to consider (including all copies of any documents relied upon in the objection).

10. When and where will the court decide whether to approve the Settlement?

The Court will hold a Fairness Hearing on March 17, 2026, at 9:00 a.m. CDT. before the Honorable Judge Laura M. Provinzino, United States District Court for the District of Minnesota, Warren E. Burger Federal Building and United States Courthouse, 316 North Robert Street, St. Paul, MN 55101, in Courtroom 3A, to determine whether to grant final approval of the Settlement and approve (i) the requested attorneys’ fees and expenses, (ii) administrative fees, costs, and expenses, and (iii) Service Awards.

If the Fairness Hearing is rescheduled, or if it is held by video conference or telephone, a notice will be posted on this Settlement Website.

11. Do I have to attend the Fairness Hearing?

No, but you are welcome to come at your own expense. You may also make an appearance through an attorney. If you send an objection, you do not have to come to the Court to talk about it. If you send your written objection on time (described in Question 9), the Court will consider it.

12. May I speak at the Fairness Hearing?

Yes. If you wish to attend and speak at the hearing, you must comply with the requirements for making an objection (described in Question 9) to the Settlement and identify in your objection that you intend to appear and wish to speak at the Fairness Hearing.

13. What happens if I do nothing at all?

If you are a Class Member as described in Question 1 you do not have to do anything. Your distribution will be paid either directly into your Plan account (Current Participants) or by check (Former Participants).

The Lawyers Representing You

14. Do I have a lawyer in this case?

The Court has appointed the law firms of Nichols Kaster, PLLP, Feinberg, Jackson, Worthman & Wasow LLP, and Bailey Glasser LLP, as Class Counsel for the purposes of this Settlement, which means that they represent all of the Class Members in connection with this Settlement. They are experienced in handling class action lawsuits.

More information about these law firms, their practices, and their lawyers’ experience is available at www.nka.com, www.feinbergjackson.com, and www.baileyglasser.com.

15. Should I get my own lawyer?

You do not need to hire your own lawyer because Class Counsel are working on your behalf. You can hire your own lawyer to appear in court for you, if you want, but you will have to pay that lawyer yourself.

16. How will the lawyers get paid?

Class Counsel will ask the Court to award attorneys’ fees and expenses for their work in the case. The amount of any fees requested will not exceed one-quarter of the Settlement Fund. Class Counsel will also seek to recover their litigation costs and the administrative expenses associated with the Settlement. Any such payments approved by the Court will be deducted from the Settlement Fund. Class Counsel also will ask the Court to approve a payment (called a Service Award), not to exceed $25,000.00 each, for the three Class Representatives as compensation for their service to the Settlement Class. Any Service Award approved by the Court will be paid from the Settlement Fund. A formal application for (i) attorneys’ fees and expenses, (ii) administrative fees, costs, and expenses, and (iii) Service Awards will be filed with the Court no later than 45 days before the Fairness Hearing and will be posted on the settlement website.

Getting More Information

17. Are more details available?

For more information, visit the Important Documents page, where you can find the First Amended Complaint and other filings related to this Settlement and the lawsuit. You may also contact the Settlement Administrator at (833) 647-8979, Class Counsel by emailing WellsFargoESOPSettlement@baileyglasser.com, or writing to Class Counsel as follows:

Do not contact the Court or counsel for the Defendants to get additional information