[Form 4] Wells Fargo & Co. Insider Trading Activity

Rhea-AI Filing Summary

Wells Fargo (WFC) Form 4 – CEO Charles W. Scharf

Filed for 07/29/2025, the report shows no open-market trades but discloses fresh equity compensation. Scharf received 362,977 Restricted Share Rights (1 RSR = 1 common share) and 1,046,000 stock options with an $82.65 strike price. Both instruments vest in three equal tranches on 07/31/2029, 07/31/2030 and 07/31/2031 and are subject to post-retirement holding rules under Wells Fargo’s stock-ownership policy.

After the grant, the CEO’s reported holdings rise to 1,056,234 directly owned shares, 414.45 share equivalents in the 401(k) ESOP fund, and 103 shares in a trust. The option grant expires 07/29/2035. Because the awards were granted by the issuer, the filing does not signal insider buying or selling pressure; it primarily illustrates the scale and long-term nature of executive incentives.

Positive

• Long-term, performance-linked vesting ties CEO compensation to future share performance, aligning interests with shareholders.
• Post-retirement holding requirement reinforces retention and discourages short-term profit taking.

Negative

• Potential dilution: 1.41 M new share equivalents (options + RSRs) add ~0.35 % to share count when fully exercised/vested.
• No open-market purchase; filing lacks bullish buying signal that traders often view favourably.

Insights

Corporate Governance Analyst

TL;DR: Routine equity awards; large size aligns CEO with shareholders but adds modest dilution risk.

The grant structure is standard for large-cap banks: long-dated vesting, at-the-money options, and substantial RSRs. It strengthens retention and pay-for-performance alignment, especially with a strike near recent trading levels. However, 1.046 M options plus 0.36 M RSRs represent roughly 0.35 % of shares outstanding, a mild dilutive overhang that investors should monitor. Absence of open-market buying limits the positive signaling effect. Overall impact is neutral to slightly positive for governance quality, neutral for near-term share price.

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

SCHARF CHARLES W

(Last) (First) (Middle)

30 HUDSON YARDS

(Street)

NEW YORK NY 10001

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
WELLS FARGO & COMPANY/MN [ WFC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO & President

3. Date of Earliest Transaction (Month/Day/Year)
07/29/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $1 2/3 Par Value								1,056,234.1665(1)	D
Common Stock, $1 2/3 Par Value								414.45(2)	I	Through 401(k) Plan
Common Stock, $1 2/3 Par Value								103	I	Through Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	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 (Instr. 8)		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: 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
Restricted Share Right	(3)	07/29/2025		A		362,977		(4)	(4)	Common Stock, $1 2/3 Par Value	362,977	$0	362,977	D
Stock Option (right to buy)	$82.65	07/29/2025		A		1,046,000		(5)	07/29/2035	Common Stock, $1 2/3 Par Value	1,046,000	$0	1,046,000	D

Explanation of Responses:

1. Includes shares acquired under a dividend reinvestment program since the reporting person's most recent filing on Form 4.

2. Reflects share equivalent of units in the Wells Fargo ESOP Fund under the 401(k) Plan (the "Plan") as of June 30, 2025, as if investable cash equivalents held by the Plan were fully invested in Wells Fargo & Company (the "Company") common stock.

3. Each Restricted Share Right ("RSR") represents a contingent right to receive one share of Company common stock.

4. These RSRs vest in three installments: one-third on 07/31/2029, 07/31/2030, and 07/31/2031. As a condition to receiving the grant, the reporting person agreed to hold, while employed by the Company and for one year after retirement, shares of Company common stock as required under the Company's Stock Ownership Policy.

5. These Stock Options vest and become exercisable in three installments: one-third on 07/31/2029, 07/31/2030, and 07/31/2031. As a condition to receiving the grant, the reporting person agreed to hold, while employed by the Company and for one year after retirement, shares of Company common stock as required under the Company's Stock Ownership Policy.

Remarks:

Exhibit 24 - Power of Attorney

	Charles W. Scharf, by Meghan Daly, as Attorney-in-Fact	07/31/2025
	** 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.

FAQ

How many Wells Fargo (WFC) shares does CEO Charles Scharf now own?

He reports 1,056,234 shares directly, plus 414.45 share equivalents in the 401(k) and 103 shares in a trust.

What stock options were granted to the Wells Fargo CEO?

He received 1,046,000 options at an exercise price of $82.65, expiring 07/29/2035.

When do the new Restricted Share Rights vest for WFC's CEO?

RSRs vest one-third on 07/31/2029, 07/31/2030, and 07/31/2031.

Does the filing indicate insider buying or selling of WFC shares?

No. The Form 4 records equity grants, not open-market transactions.

What is the potential dilution from the new equity awards?

Combined options and RSRs total about 1.41 million shares, roughly 0.35 % of WFC’s share count if fully exercised/vested.