A class action is a lawsuit in which one or more plaintiffs—in this case current and former Plan participants—sue on behalf of a group of people who allegedly have similar claims under ERISA. All of these people are Settlement Class members. The entities sued, Wells Fargo & Company, the Employee Benefit Review Committee, and Wells Fargo Bank, National Association, are called Defendants. Plaintiffs and Defendants are called the Parties. In a class action, one court resolves the issues for all Settlement Class members. U.S. District Judge Katherine M. Menendez is in charge of this class action.

The lawsuit alleged that the Defendants breached their fiduciary duties and committed prohibited transactions under ERISA in connection with the selection and monitoring of the Challenged Funds. Plaintiffs alleged that Defendants breached their fiduciary duties by offering and retaining the Challenged Funds as investment options in the Plan. A more complete description of what Plaintiffs alleged is in the Complaint, which is available here. Defendants deny they did anything wrong.

The Challenged Funds are: (1) Wells Fargo/State Street Target Date CITs, including all vintages, i.e., Wells Fargo/State Street Target Today CIT, Wells Fargo/State Street Target 2010 CIT, Wells Fargo/State Street Target 2015 CIT, Wells Fargo/State Street Target 2020 CIT, Wells Fargo/State Street Target 2025 CIT, Wells Fargo/State Street Target 2030 CIT, Wells Fargo/State Street Target 2035 CIT, Wells Fargo/State Street Target 2040 CIT, Wells Fargo/State Street Target 2045 CIT, Wells Fargo/State Street Target 2050 CIT, Wells Fargo/State Street Target 2055 CIT, Wells Fargo/State Street Target 2060 CIT, Wells Fargo/State Street Target 2065 CIT; (2) Wells Fargo/State Street Global Bond Index CIT; (3) Wells Fargo/SSGA Global Equity Index CIT; (4) Small Cap Fund, including the Wells Fargo Emerging Growth Fund but not including any of its non-Wells Fargo component funds; (5) International Equity Fund, including the Wells Fargo/Causeway International Value CIT but not including any of its non-Wells Fargo component funds; (6) Global Bond Fund, including the Wells Fargo/Federated Total Return Bond CIT but not including any of its non-Wells Fargo component funds; (7) Wells Fargo 100% Treasury Money Market Fund; and (8) Wells Fargo Stable Value Fund, including all of its component funds, e.g., the Wells Fargo/BlackRock Short Term Investment Fund and Wells Fargo Stable Return Fund.

The Court did not decide in favor of any party. Instead, both sides agreed to a settlement. That way, both sides avoided the cost and risk of a trial, and the Current Participants and Former Participants who invested in the Challenged Funds will get Settlement recoveries that they would not have received if Plaintiffs had litigated the case and lost. The Named Plaintiffs and their attorneys think the Settlement is in the best interest for everyone who participated in the Plan on or after March 13, 2014. The Court has reviewed and preliminarily approved the Settlement. The Court ordered this Class Notice to be sent. Settlement Class members may now voice their support for, or opposition to, the Settlement before the Court makes a final determination as whether to approve the Settlement.

Judge Menendez ordered that everyone who fits this description is a Settlement Class member: All Participants of the Wells Fargo & Company 401(k) Plan at any time between March 13, 2014, through the date on which the Settlement becomes Final.

Wells Fargo has agreed to pay $32,500,000.00 into a Qualified Settlement Fund to resolve the claims of the Settlement Class. Once amounts for expenses associated with administering the Settlement, taxes, tax expenses, as well as any Court-approved attorneys’ fees, litigation expenses, and Case Contribution Awards to the Named Plaintiffs are subtracted, Settlement Class members will receive payments from the remaining “Net Settlement Fund.” The Net Settlement Fund will be allocated to Settlement Class members who invested in the Challenged Funds (“Affected Settlement Class members”). Former Participants must have a recovery that is $5.00 or more, given the expense associated with paper check distribution, tax withholding and forms, and with processing rollovers for Former Participants.

Affected Settlement Class members do not have to submit claim forms to receive a Settlement recovery. Their Settlement recoveries will be distributed automatically in the following manner if the Court approves the Settlement:

“Current Participants” are current Plan participants who have a positive balance in their Plan account. The Settlement recovery for Current Participants who invested in the Challenged Funds will be deposited directly into their Plan accounts in accordance with their investment elections for future contributions. If no investment elections for future contributions are on file, the payment will be invested in the Plan’s qualified default investment alternative, the State Street Conservative Target Retirement Non-Lending Series Fund. For payments to Current Participants into their Plan accounts, taxes will not be withheld.

“Former Participants” are individuals who had an active Plan account sometime since March 13, 2014, but currently do not have an account with a positive balance. Former Participants who invested in the Challenged Funds will automatically receive payments under the Settlement in the form of a check with applicable 1099 taxes withheld; and do not need to submit any paperwork to receive a payment under the settlement. However, Former Participants who would prefer to have their Settlement recovery rolled over into a qualified retirement plan account or individual retirement account may elect that rollover option by filling out an electronic form (the “Former Participant Rollover Form”) available here by July 21, 2022.

For payments effectuated as a rollover, taxes will not be withheld. The Settlement Administrator will provide information regarding how to properly complete the Former Participant Rollover Form, but it will not provide financial, tax or other advice concerning which form of payment to elect. Because the form of payment may have certain tax consequences for affected Former Participants, please consult your tax advisor before deciding whether to do nothing (and receive your payment as a check) or elect a rollover.

If your mailing address has changed, please contact the Settlement Administrator to provide your current address and ensure your payment is sent there.

The Court granted Final Approval of the Settlement on August 31, 2022, and the Settlement is now final. Settlement distributions are expected to occur in early 2023.

The Court has appointed lawyers from the law firms Cohen Milstein Sellers & Toll PLLC, Keller Rohrback LLP, and Zimmerman Reed LLP to represent you and other Settlement Class members. These lawyers are called Class Counsel. You will not be charged for these lawyers’ services. If you want to be represented by your own lawyer, you may hire one at your own expense. The resumes for Class Counsel and information about the work they did in prosecuting this case and negotiating the proposed Settlement of $32.5 million is available here.

In addition, the Court appointed Plaintiffs Yvonne Becker, Christopher Nobles, Rosa Ramirez, Valerie Seyler, and Jannien Weiner to serve as Settlement Class Representatives.