Wells Fargo (WFC) Sr. EVP Engle vests RSRs, withholds stock for taxes

Rhea-AI Filing Summary

Wells Fargo & Company Sr. Executive Vice President Bridget E. Engle reported multiple restricted share rights vesting on February 5, 2026, converting into common stock at no exercise price. The largest tranche was 100,851.9877 RSRs, with additional vestings of 2,787.3201 and 11,406.6658 RSRs.

To cover withholding taxes on these vestings, shares of common stock were withheld at a price of $93.14 per share through transaction code F entries. After all transactions, Engle directly beneficially owned 113,478.3301 shares of Wells Fargo common stock.

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^*

Engle Bridget E.

(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		100,851.9877(1)	A	$0	156,388.3053	D
Common Stock, $1 2/3 Par Value	02/05/2026		F		50,273.4862	D	$93.14	106,114.8191	D
Common Stock, $1 2/3 Par Value	02/05/2026		M		2,787.3201(2)	A	$0	108,902.1392	D
Common Stock, $1 2/3 Par Value	02/05/2026		F		1,010.0966	D	$93.14	107,892.0426	D
Common Stock, $1 2/3 Par Value	02/05/2026		M		11,406.6658(3)	A	$0	119,298.7084	D
Common Stock, $1 2/3 Par Value	02/05/2026		F		5,820.3783	D	$93.14	113,478.3301	D

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)	02/05/2026		M			100,851.9877	(5)	(5)	Common Stock, $1 2/3 Par Value	100,851.9877	$0	88,986.0213	D
Restricted Share Right	(4)	02/05/2026		M			2,787.3201	(6)	(6)	Common Stock, $1 2/3 Par Value	2,787.3201	$0	476.98	D
Restricted Share Right	(4)	02/05/2026		M			11,406.6658	(7)	(7)	Common Stock, $1 2/3 Par Value	11,406.6658	$0	22,813.3315	D

Explanation of Responses:

1. Number of shares represents a Restricted Share Right ("RSR") vesting on February 5, 2026. Original grant date was October 22, 2024. This vesting represents 34% 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 December 10, 2024. This vesting represents 35% 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. Each RSR represents a contingent right to receive one share of Wells Fargo & Company (the "Company") common stock.

5. These RSRs vest in three installments: 36% on 2/5/2025, 34% on 2/5/2026, and 30% on 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.

6. These RSRs vest in three installments: 59% on 2/5/2025, 35% on 2/5/2026, and 6% on 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.

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.

	Bridget E. Engle, by Meghan Daly, as Attorney-in-Fact	02/09/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did WFC executive Bridget Engle report on February 5, 2026?

Bridget Engle reported vesting of multiple restricted share rights into Wells Fargo common stock on February 5, 2026. These included tranches of 100,851.9877, 2,787.3201, and 11,406.6658 RSRs, all converting at a zero exercise price into common shares.

How many Wells Fargo (WFC) shares does Bridget Engle hold after these Form 4 transactions?

After the reported vesting and tax-withholding transactions, Bridget Engle directly beneficially owned 113,478.3301 shares of Wells Fargo common stock. This figure reflects all conversions from restricted share rights and subsequent share withholding to satisfy tax obligations on February 5, 2026.

Were Wells Fargo (WFC) shares sold on the open market in Bridget Engle’s Form 4?

The Form 4 shows shares withheld under transaction code F at $93.14 per share to cover tax obligations, not open-market discretionary sales. These withholdings occurred in connection with restricted share rights vesting into Wells Fargo common stock on February 5, 2026.

What are Restricted Share Rights (RSRs) in the Wells Fargo (WFC) Form 4 filing?

Each Restricted Share Right represents a contingent right to receive one share of Wells Fargo common stock. The footnotes state these RSRs vest in scheduled installments over several years, subject to continued employment and the company’s stock ownership policy requirements.

Over what schedule do Bridget Engle’s Wells Fargo (WFC) RSR awards vest?

The footnotes describe three RSR awards vesting in installments, such as 36%, 34%, and 30% across 2025–2027, and another vesting one-third in 2026, 2027, and 2028. Each award requires holding company stock under Wells Fargo’s stock ownership policy.