What is the primary reason for the 401(k) plan blackout period?

The blackout period is being implemented to facilitate the transition to a new record-keeper and a new trustee for the Wells Fargo & Company 401(k) Plan, which will be effective starting January 1, 2021.

When will the blackout period begin and end?

The blackout period is expected to begin at 3:00 p.m. Central Time on December 22, 2020, and is anticipated to end during the week of January 10, 2021.

What are the key restrictions for participants during the blackout period?

Participants will be unable to make certain transactions, including directing or diversifying investments, requesting withdrawals or distributions, making changes to contribution rates, requesting loans, and other account management activities. Some restrictions begin on December 22, with more comprehensive limitations starting on December 28, 2020.

Will I be able to buy or sell Wells Fargo stock during this period?

If you are a director or executive officer of Wells Fargo, you will generally be prohibited from purchasing, selling, or otherwise acquiring or transferring Wells Fargo common stock or any other equity securities of Wells Fargo during the blackout period, in compliance with the Sarbanes-Oxley Act. For other participants, the ability to trade company stock held within the ESOP fund may also be restricted depending on the specific transaction type and timing of the blackout.

WELLS FARGO & COMPANY/MN 8-K SEC Disclosure

Summary

Wells Fargo & Company/MN (WFC) filed an 8-K on November 18, 2020, to announce a temporary suspension of trading under its employee benefit plans, specifically the Wells Fargo & Company 401(k) Plan. This "blackout period" is scheduled to begin on December 22, 2020, and is expected to conclude the week of January 10, 2021. The primary purpose of this suspension is to facilitate the transition to a new record-keeper and a new trustee for the plan, effective January 1, 2021. During the blackout period, participants will face significant restrictions on transacting with their 401(k) accounts, including limitations on distributions, withdrawals, investment changes, and loan requests. Notably, due to the plan's holdings of Wells Fargo common stock, directors and executive officers will also be subject to restrictions on buying or selling company stock during this period, as mandated by the Sarbanes-Oxley Act. Investors should be aware that this is an operational event related to employee benefits and not indicative of immediate company financial performance concerns.

Key Highlights

1Wells Fargo is implementing a "blackout period" for its 401(k) plan participants from approximately December 22, 2020, to the week of January 10, 2021.
2The blackout is necessary to transition to new record-keeping and trustee services for the 401(k) plan, effective January 1, 2021.
3During the blackout, participants will experience restrictions on various transactions, including distributions, withdrawals, and investment changes.
4A staggered approach will be used, with more comprehensive restrictions starting December 28, 2020.
5Wells Fargo directors and executive officers are prohibited from trading company stock during the blackout period, in compliance with Sarbanes-Oxley Act regulations.
6Loan repayments will be accepted if received before 3:00 p.m. CT on December 31, 2020.

WELLS FARGO & COMPANY/MN 8-K Report, Temporary Suspension of Trading Under Employee Benefit Plans (Nov 19, 2020)

Summary

Key Highlights

Frequently Asked Questions