Wells Fargo (WFC) EVP Saul Van Beurden details 1,412-share tax withholding and 39,004 RSRs in Form 4

Rhea-AI Filing Summary

Wells Fargo & Company (WFC) senior executive Saul Van Beurden reported insider equity transactions involving company common stock and restricted share rights. On 12/05/2025, 1,412.3596 restricted share rights were exercised into common stock at $0, increasing his direct holdings. On the same date, 1,412.3596 shares of common stock were withheld at $90.21 per share to cover FICA taxes arising from his retirement eligibility.

After these transactions, Van Beurden directly held 188,474.1725 shares of Wells Fargo common stock, with additional indirect holdings through a 401(k) plan and accounts for three children. He also held 39,004.2926 restricted share rights, which vest in three equal installments on 2/5/2026, 2/5/2027, and 2/5/2028, subject to a stock ownership policy requiring him to maintain specified share levels 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

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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)
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		1,412.3596	A	$0	189,886.5321(1)	D
Common Stock, $1 2/3 Par Value	12/05/2025		F		1,412.3596(2)	D	$90.21	188,474.1725	D
Common Stock, $1 2/3 Par Value								1,284.64(3)	I	Through 401(k) Plan
Common Stock, $1 2/3 Par Value								1,916.234(4)	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)	12/05/2025		M			1,412.3596(6)	(6)	(6)	Common Stock, $1 2/3 Par Value	1,412.3596	$0	39,004.2926	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. Includes shares acquired under a dividend reinvestment program, including 23.947 shares which were not previously included due to an administrative error.

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

6. These RSRs vest in three installments: one-third on 2/5/2026, 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

	Saul Van Beurden, 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 insider transaction did WFC executive Saul Van Beurden report on this Form 4?

The filing shows that Saul Van Beurden, a Sr. Executive Vice President of Wells Fargo & Company, exercised 1,412.3596 restricted share rights into common stock at $0 and had 1,412.3596 shares withheld at $90.21 per share to satisfy FICA taxes related to his retirement eligibility.

How many Wells Fargo (WFC) shares does Saul Van Beurden own directly after the reported transaction?

Following the reported transactions, Saul Van Beurden beneficially owned 188,474.1725 shares of Wells Fargo common stock in direct form, in addition to various indirect holdings.

What indirect Wells Fargo (WFC) holdings does Saul Van Beurden report?

He reports indirect beneficial ownership of 1,284.64 share equivalents through the Wells Fargo ESOP Fund under the 401(k) Plan, and indirect holdings of 1,916.234, 1,882, and 1,882 shares in accounts for three children.

How many restricted share rights does Saul Van Beurden still hold and when do they vest?

After the transaction, Saul Van Beurden held 39,004.2926 restricted share rights (RSRs), each representing a contingent right to one share of Wells Fargo common stock. These RSRs vest in three equal installments on 2/5/2026, 2/5/2027, and 2/5/2028.

Why were some Wells Fargo (WFC) shares withheld in Saul Van Beurden’s Form 4 filing?

The filing states that 1,412.3596 shares were withheld by Wells Fargo & Company to satisfy FICA taxes arising from Saul Van Beurden becoming retirement eligible; this is coded as an F transaction in the table.

What stock ownership commitments apply to Saul Van Beurden’s restricted share rights at Wells Fargo (WFC)?

As a condition of receiving the restricted share right grant, Saul Van Beurden agreed to hold shares of Wells Fargo common stock as required under the company’s Stock Ownership Policy while employed and for one year after retirement.

Does the Form 4 mention any dividend reinvestment-related adjustments for WFC shares?

Yes. The filing notes that certain holdings include shares acquired under a dividend reinvestment program, and specifically mentions 23.947 shares that were added due to correction of an earlier administrative omission.