Wells Fargo (NYSE: WFC) EVP exercises RSRs, withholds shares at $93.14

Rhea-AI Filing Summary

Wells Fargo & Company Sr. Executive Vice President Saul Van Beurden reported multiple stock transactions dated February 5, 2026. He exercised three blocks of Restricted Share Rights into common stock at $0 per share, converting 20,878.1913, 18,877.1666, and 13,002.0945 units into common shares.

To cover withholding obligations, the company retained 10,167.6514, 7,582.6835, and 6,331.9903 common shares at a price of $93.14 per share. After these transactions, he directly held 217,149.2997 common shares, plus additional indirect holdings through a 401(k) plan and accounts for three children.

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^*

Van Beurden Saul

(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)
02/05/2026

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	02/05/2026		M		20,878.1913(1)	A	$0	209,352.3638	D
Common Stock, $1 2/3 Par Value	02/05/2026		F		10,167.6514	D	$93.14	199,184.7124	D
Common Stock, $1 2/3 Par Value	02/05/2026		M		18,877.1666(2)	A	$0	218,061.879	D
Common Stock, $1 2/3 Par Value	02/05/2026		F		7,582.6835	D	$93.14	210,479.1955	D
Common Stock, $1 2/3 Par Value	02/05/2026		M		13,002.0945(3)	A	$0	223,481.29	D
Common Stock, $1 2/3 Par Value	02/05/2026		F		6,331.9903	D	$93.14	217,149.2997	D
Common Stock, $1 2/3 Par Value								1,290.73(4)	I	Through 401(k) Plan
Common Stock, $1 2/3 Par Value								1,916.234	I	By Child 1
Common Stock, $1 2/3 Par Value								1,882	I	By Child 2
Common Stock, $1 2/3 Par Value								1,882	I	By Child 3

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	(5)	02/05/2026		M			20,878.1913	(6)	(6)	Common Stock, $1 2/3 Par Value	20,878.1913	$0	0	D
Restricted Share Right	(5)	02/05/2026		M			18,877.1666	(7)	(7)	Common Stock, $1 2/3 Par Value	18,877.1666	$0	18,877.1666	D
Restricted Share Right	(5)	02/05/2026		M			13,002.0945	(8)	(8)	Common Stock, $1 2/3 Par Value	13,002.0945	$0	26,002.1981	D

Explanation of Responses:

1. Number of shares represents a Restricted Share Right ("RSR") vesting on February 5, 2026. Original grant date was January 24, 2023. This vesting represents one-third of the original amount of RSRs granted (plus reinvested dividend equivalents).

2. Number of shares represents a RSR vesting on February 5, 2026. Original grant date was January 23, 2024. This vesting represents one-third of the original amount of RSRs granted (plus reinvested dividend equivalents).

3. Number of shares represents a RSR vesting on February 5, 2026. Original grant date was January 28, 2025. This vesting represents one-third of the original amount of RSRs granted (plus reinvested dividend equivalents).

4. Reflects share equivalent of units in the Wells Fargo ESOP Fund under the 401(k) Plan (the "Plan") as of January 30, 2026, as if investable cash equivalents held by the Plan were fully invested in Wells Fargo & Company (the "Company") common stock.

5. Each RSR represents a contingent right to receive one share of Company common stock.

6. 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.

7. 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.

8. 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.

	Saul Van Beurden, by Meghan Daly, as Attorney-in-Fact	02/09/2026
	** Signature of Reporting Person	Date
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FAQ

What did WFC executive Saul Van Beurden report in this Form 4?

Saul Van Beurden reported exercising several Restricted Share Rights into Wells Fargo common stock on February 5, 2026. The filing also shows shares withheld by the company at $93.14 per share to satisfy tax obligations tied to these equity award vestings.

How many Wells Fargo shares did Saul Van Beurden acquire from vested RSRs?

He acquired common stock from three Restricted Share Right vestings of 20,878.1913, 18,877.1666, and 13,002.0945 units. Each RSR represents a contingent right to receive one share of Wells Fargo common stock, so these units converted one-for-one into newly delivered shares.

How many Wells Fargo shares were withheld for taxes at $93.14?

The company withheld 10,167.6514, 7,582.6835, and 6,331.9903 Wells Fargo common shares at $93.14 per share. These F-coded transactions represent shares retained to satisfy withholding obligations arising from the vesting and settlement of equity-based compensation awards.

What is Saul Van Beurden’s direct Wells Fargo share ownership after these transactions?

Following the reported transactions, he directly held 217,149.2997 Wells Fargo common shares. This figure reflects the net impact of RSR conversions coded M and related share withholdings coded F, as detailed in the non-derivative securities table of the filing.

What indirect Wells Fargo holdings related to Saul Van Beurden are disclosed?

Indirectly, the filing lists 1,290.73 common share equivalents through a 401(k) plan ESOP fund, plus 1,916.234 shares for Child 1 and 1,882 shares each for Child 2 and Child 3. These holdings are reported as indirect beneficial ownership positions.

How do the Restricted Share Rights for WFC vest for Saul Van Beurden?

The RSR grants vest in three equal installments across specified February 5 dates in 2024 through 2028. Each grant vests one-third on three separate anniversaries, and the awards are subject to Wells Fargo’s stock ownership policy while he is employed and for one year after retirement.