Wells Fargo (NYSE: WFC) EVP reports Form 4 tax share withholding and RSR vesting

Rhea-AI Filing Summary

Wells Fargo & Company (WFC)$0 through the vesting or settlement of Restricted Share Rights, and the same number of shares were disposed of at $90.21 to cover FICA taxes after the executive became retirement eligible.

Following these transactions, the executive directly held 74,580.5093 shares of Wells Fargo common stock, with additional indirect holdings including 36,367.02 share equivalents through the Wells Fargo 401(k) ESOP fund as of November 28, 2025, and various trust and partnership interests such as 114,029 shares through PCK Family Holdings LP and smaller positions through several family trusts.

12/09/2025 - 09:14 PM

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

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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^*

Hranicky Kyle G

(Last) (First) (Middle)

1000 LOUISIANA STREET

(Street)

HOUSTON TX 77002

(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		952.2924(1)	A	$0	75,532.8017	D
Common Stock, $1 2/3 Par Value	12/05/2025		F		952.2924	D	$90.21	74,580.5093	D
Common Stock, $1 2/3 Par Value								36,367.02(2)	I	Through 401(k) Plan
Common Stock, $1 2/3 Par Value								4,470	I	Through COH Trust(3)
Common Stock, $1 2/3 Par Value								4,470	I	Through KGH Trust(3)
Common Stock, $1 2/3 Par Value								4,470	I	Through PAH Trust(3)
Common Stock, $1 2/3 Par Value								114,029	I	Through PCK Family Holdings LP(4)
Common Stock, $1 2/3 Par Value								2,225	I	Through Trust(5)

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	(6)	12/05/2025		M			952.2924(7)	(7)	(7)	Common Stock, $1 2/3 Par Value	952.2924	$0	28,626.5974	D

Explanation of Responses:

1. Represents the withholding of shares by Wells Fargo & Company (the "Company") to satisfy FICA taxes arising from the reporting person becoming retirement eligible.

2. 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.

3. The reporting person disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein, if any.

4. The Reporting Person and his spouse jointly control the general partner of the limited partnership.

5. Held in trust for the benefit of the reporting person's children. The reporting person disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein, if any.

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

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

	Kyle G. Hranicky, 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.
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FAQ

What does the Wells Fargo (WFC) Form 4 filed for 12/05/2025 report?

It reports equity compensation activity for a Senior Executive Vice President, including the acquisition of 952.2924 common shares via Restricted Share Rights and the disposal of the same number of shares to cover FICA taxes.

Who is the reporting person in this Wells Fargo (WFC) Form 4?

The reporting person is a Senior Executive Vice President of Wells Fargo & Company, filing individually as indicated by the box checked for one reporting person.

How many Wells Fargo shares did the executive directly own after the reported Form 4 transactions?

After the reported transactions, the executive directly owned 74,580.5093 shares of Wells Fargo common stock.

Why were 952.2924 Wells Fargo shares withheld from the executive?

According to the explanation of responses, Wells Fargo withheld 952.2924 shares to satisfy FICA taxes arising from the executive becoming retirement eligible and the related equity vesting.

What indirect Wells Fargo (WFC) holdings does the executive report?

Indirect holdings include 36,367.02 share equivalents in the Wells Fargo ESOP Fund under the 401(k) Plan as of November 28, 2025, 114,029 shares through PCK Family Holdings LP, and several 4,470-share positions and a 2,225-share position held through various family trusts.

What are the key terms of the Restricted Share Rights reported for the Wells Fargo executive?

Each Restricted Share Right represents a contingent right to receive one share of Wells Fargo common stock, vesting in three installments on 2/5/2026, 2/5/2027, and 2/5/2028, with vesting amounts adjusted for RSRs withheld to pay FICA taxes.

Does the Wells Fargo executive disclaim beneficial ownership of any reported shares?

Yes. The executive disclaims beneficial ownership of shares held in certain trusts and entities, except to the extent of any pecuniary interest, as noted in the explanations for the COH, KGH, PAH trusts and a trust for the benefit of the executive’s children.