Wells Fargo (WFC) EVP Barry Sommers discloses stock vesting and tax share sales

Rhea-AI Filing Summary

Wells Fargo & Company (WFC) reported insider equity activity by Senior Executive Vice President Barry Sommers. On December 5, 2025, multiple batches of Restricted Share Rights (RSRs) converted into common stock at an exercise price of $0, increasing his direct holdings before tax effects. In connection with Mr. Sommers becoming retirement eligible, Wells Fargo withheld shares to cover FICA taxes, disposing of shares at a price of $90.21 per share.

After these transactions, Mr. Sommers directly held 153,374.8728 shares of Wells Fargo common stock and indirectly held 888.37 share equivalents through the Wells Fargo ESOP Fund under the company 401(k) Plan as of November 28, 2025. The RSR grants vest in three annual installments for each award, and the reporting person is subject to a stock ownership policy that requires holding company shares while employed and for one year after retirement.

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
Estimated average burden
hours per response:			0.5

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^*

Sommers Barry

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Sr. Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
12/05/2025

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	12/05/2025		M		836.0032	A	$0	154,210.876(1)	D
Common Stock, $1 2/3 Par Value	12/05/2025		F		836.0032(2)	D	$90.21	153,374.8728	D
Common Stock, $1 2/3 Par Value	12/05/2025		M		1,476.0288	A	$0	154,850.9016	D
Common Stock, $1 2/3 Par Value	12/05/2025		F		1,476.0288(2)	D	$90.21	153,374.8728	D
Common Stock, $1 2/3 Par Value	12/05/2025		M		1,474.1571	A	$0	154,849.0299	D
Common Stock, $1 2/3 Par Value	12/05/2025		F		1,474.1571(2)	D	$90.21	153,374.8728	D
Common Stock, $1 2/3 Par Value								888.37(3)	I	Through 401(k) Plan

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	(4)	12/05/2025		M			836.0032(5)	(5)	(5)	Common Stock, $1 2/3 Par Value	836.0032	$0	23,087.1716	D
Restricted Share Right	(4)	12/05/2025		M			1,476.0288(6)	(6)	(6)	Common Stock, $1 2/3 Par Value	1,476.0288	$0	40,763.201	D
Restricted Share Right	(4)	12/05/2025		M			1,474.1571(7)	(7)	(7)	Common Stock, $1 2/3 Par Value	1,474.1571	$0	40,711.5089	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. Represents the withholding of shares by Wells Fargo & Company (the "Company") to satisfy FICA taxes arising from the reporting person becoming retirement eligible.

3. Reflects share equivalent of units in the Wells Fargo ESOP Fund under the 401(k) Plan (the "Plan") as of November 28, 2025, as if investable cash equivalents held by the Plan were fully invested in Company common stock.

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

5. These RSRs vest in three installments: one-third on 2/5/2024, 2/5/2025, and 2/5/2026. 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. The vesting amount and number of derivative securities in column 5 reflect the withholding of RSRs for payment of FICA taxes.

6. These RSRs vest in three installments: one-third on 2/5/2025, 2/5/2026, and 2/5/2027. 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. The vesting amount and number of derivative securities in column 5 reflect the withholding of RSRs for payment of FICA taxes.

7. These RSRs vest in three installments: one-third on 2/5/2026, 2/5/2027, and 2/5/2028. 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. The vesting amount and number of derivative securities in column 5 reflect the withholding of RSRs for payment of FICA taxes.

Remarks:

Exhibit 24 - Power of Attorney

	Barry Sommers, by Ryan T. Tollgaard, as Attorney-in-Fact	12/09/2025
	** 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

What insider transaction did WFC report for Barry Sommers?

Wells Fargo reported that Senior Executive Vice President Barry Sommers had multiple Restricted Share Rights vest and convert into common stock on December 5, 2025, along with related share withholding for taxes.

How many Wells Fargo (WFC) shares does Barry Sommers hold after the reported transactions?

Following the reported transactions, Barry Sommers directly held 153,374.8728 shares of Wells Fargo common stock and indirectly held 888.37 share equivalents through the Wells Fargo ESOP Fund under the 401(k) Plan.

What price was used for the tax-related share withholding in the WFC insider filing?

Shares were withheld by Wells Fargo to satisfy FICA taxes at a price of $90.21 per share in connection with Barry Sommers becoming retirement eligible.

What are Restricted Share Rights (RSRs) in the Wells Fargo (WFC) filing?

Each Restricted Share Right (RSR) represents a contingent right to receive one share of Wells Fargo common stock, subject to vesting conditions and the company’s stock ownership policy.

How do the RSR grants for Barry Sommers at WFC vest over time?

The RSR grants vest in three equal installments on specific dates (such as February 5, 2024, 2025, 2026 for one grant and similar three-year schedules for later grants), with each installment delivering shares as they vest.

Why did Wells Fargo (WFC) withhold shares from Barry Sommers in this filing?

The filing states that Wells Fargo withheld shares to satisfy FICA taxes arising from Barry Sommers becoming retirement eligible, which reduced the net number of shares he received from the vesting RSRs.