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Wells Fargo COO nets shares from RSR vesting

Wells Fargo & Company executive Scott E. Powell, SEVP & Chief Operating Officer, reported multiple equity compensation events on February 5, 2026.

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Wells Fargo & Company executive Scott E. Powell, SEVP & Chief Operating Officer, reported multiple equity compensation events on February 5, 2026. Several Restricted Share Right (RSR) awards vested, each converting into an equal number of common shares at no cash exercise price.

To cover tax obligations, shares were withheld at a price of $93.14 per share in three separate transactions. After these moves, Powell directly beneficially owned 352,272.1816 shares of Wells Fargo common stock and indirectly held an additional 5,252.66 share equivalents through the company’s 401(k) plan.

Positive

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Negative

  • None.
Insider Powell Scott
Role SEVP & Chief Operating Officer
Type Security Shares Price Value
Exercise Restricted Share Right 23,365.7185 $0.00 $0.00
Exercise Restricted Share Right 23,579.7157 $0.00 $0.00
Exercise Restricted Share Right 14,496.3844 $0.00 $0.00
Exercise Common Stock, $1 2/3 Par Value 23,365.7185 $0.00 $0.00
Exercise Price or Tax Liability Common Stock, $1 2/3 Par Value 11,379.1049 $93.14 $1.06M
Exercise Common Stock, $1 2/3 Par Value 23,579.7157 $0.00 $0.00
Exercise Price or Tax Liability Common Stock, $1 2/3 Par Value 9,872.8427 $93.14 $920K
Exercise Common Stock, $1 2/3 Par Value 14,496.3844 $0.00 $0.00
Exercise Price or Tax Liability Common Stock, $1 2/3 Par Value 7,059.7392 $93.14 $658K
holding Common Stock, $1 2/3 Par Value -- -- --
Holdings After Transaction: Restricted Share Right — 52,572.4646 contracts (Direct); Common Stock, $1 2/3 Par Value — 352,272.1816 shares (Direct); Common Stock, $1 2/3 Par Value — 5,252.66 shares (Indirect, Through 401(k) Plan)
Footnotes (8)
  1. F1. 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. F2. 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. F3. 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. F4. 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. F5. Each RSR represents a contingent right to receive one share of Company common stock.
  6. F6. 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. F7. 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. F8. 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider activity did WFC executive Scott Powell report on February 5, 2026?
Scott E. Powell reported vesting of several Restricted Share Right awards into Wells Fargo common stock on February 5, 2026, along with related share withholding transactions to cover taxes, all documented in a Form 4 insider trading report.

How many Wells Fargo (WFC) shares does Scott Powell own after this Form 4?
After the reported transactions, Scott E. Powell directly beneficially owned 352,272.1816 shares of Wells Fargo common stock and indirectly held 5,252.66 share equivalents through the Wells Fargo ESOP Fund under the company’s 401(k) plan structure.

What are Restricted Share Rights (RSRs) in the Wells Fargo (WFC) Form 4 for Scott Powell?
Restricted Share Rights are equity awards where each unit represents a contingent right to receive one share of Wells Fargo common stock, typically vesting in three annual installments and including reinvested dividend equivalents as described in the Form 4 footnotes.

Were any Wells Fargo (WFC) shares sold on the market in this Form 4 filing?
The Form 4 shows code “F” transactions, indicating Wells Fargo shares were withheld at $93.14 per share to satisfy tax obligations tied to vesting, rather than discretionary open‑market sales initiated by Scott E. Powell.

How do the vesting schedules work for Scott Powell’s Wells Fargo RSR grants?
The RSR grants vest in three equal annual installments on specified February 5 dates, with each vesting generally representing one‑third of the original award plus dividend equivalents, and are subject to Wells Fargo’s stock ownership policy requirements while Powell is employed and after retirement.

What indirect Wells Fargo (WFC) holdings does Scott Powell report in this Form 4?
Scott E. Powell reports indirect ownership of 5,252.66 share equivalents via units in the Wells Fargo ESOP Fund within the 401(k) Plan, calculated as if all plan investable cash equivalents were fully invested in Wells Fargo common stock as of January 30, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →
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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*
Powell Scott
(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)
SEVP & Chief Operating Officer
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 23,365.7185(1) A $0 342,507.7683 D
Common Stock, $1 2/3 Par Value 02/05/2026 F 11,379.1049 D $93.14 331,128.6634 D
Common Stock, $1 2/3 Par Value 02/05/2026 M 23,579.7157(2) A $0 354,708.3791 D
Common Stock, $1 2/3 Par Value 02/05/2026 F 9,872.8427 D $93.14 344,835.5364 D
Common Stock, $1 2/3 Par Value 02/05/2026 M 14,496.3844(3) A $0 359,331.9208 D
Common Stock, $1 2/3 Par Value 02/05/2026 F 7,059.7392 D $93.14 352,272.1816 D
Common Stock, $1 2/3 Par Value 5,252.66(4) 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 (5) 02/05/2026 M 23,365.7185 (6) (6) Common Stock, $1 2/3 Par Value 23,365.7185 $0 0 D
Restricted Share Right (5) 02/05/2026 M 23,579.7157 (7) (7) Common Stock, $1 2/3 Par Value 23,579.7157 $0 23,579.7158 D
Restricted Share Right (5) 02/05/2026 M 14,496.3844 (8) (8) Common Stock, $1 2/3 Par Value 14,496.3844 $0 28,992.7488 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.
Scott E. Powell, by Meghan Daly, as Attorney-in-Fact 02/09/2026
** 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.

Source: View Original Filing on SEC EDGAR

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