Wells Fargo (WFC) EVP Muneera Carr reports Form 4 equity award activity

Rhea-AI Filing Summary

Wells Fargo & Company executive Muneera S. Carr, EVP, CAO & Controller, reported several equity award-related transactions dated 12/05/2025. She acquired company common stock through the vesting and settlement of restricted share rights (coded "M" for award exercise) in amounts of 605.2442, 835.8926, and 802.2472 shares, each at an exercise price of $0, reflecting stock delivered from prior grants.

To cover FICA tax obligations tied to becoming retirement eligible and to vesting events, the company withheld matching shares (coded "F") on the same date, at a price of $90.21 per share. After these transactions, Carr directly beneficially owned 80,192.3046 shares of Wells Fargo common stock and indirectly held 1,264.5 share equivalents through the company’s 401(k) Plan.

The filing also notes that each restricted share right represents a contingent right to receive one share of common stock and that the grants vest in four annual installments, subject to stock ownership and post-retirement holding requirements under Wells Fargo’s Stock Ownership Policy.

Insider Trade Summary

2,243.384 shares exercised/converted

Mixed 10 txns

Insider Carr Muneera S

Role EVP, CAO & Controller

Type	Security	Shares	Price	Value
Exercise	Restricted Share Right	605.244	$0.00	--
Exercise	Restricted Share Right	835.893	$0.00	--
Exercise	Restricted Share Right	802.247	$0.00	--
Exercise	Common Stock, $1 2/3 Par Value	605.244	$0.00	--
Tax Withholding	Common Stock, $1 2/3 Par Value	605.244	$90.21	$55K
Exercise	Common Stock, $1 2/3 Par Value	835.893	$0.00	--
Tax Withholding	Common Stock, $1 2/3 Par Value	835.893	$90.21	$75K
Exercise	Common Stock, $1 2/3 Par Value	802.247	$0.00	--
Tax Withholding	Common Stock, $1 2/3 Par Value	802.247	$90.21	$72K
holding	Common Stock, $1 2/3 Par Value	--	--	--

Holdings After Transaction: Restricted Share Right — 18,194.077 shares (Direct); Common Stock, $1 2/3 Par Value — 80,797.549 shares (Direct); Common Stock, $1 2/3 Par Value — 1,264.5 shares (Indirect, Through 401(k) Plan)

Footnotes (1)

1. Represents the withholding of shares by Wells Fargo & Company (the "Company") to satisfy FICA taxes arising from the reporting person becoming retirement eligible. 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. Each Restricted Share Right ("RSR") represents a contingent right to receive one share of Company common stock. These RSRs vest in four installments: one-fourth on 2/5/2024, 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. The vesting amount and number of derivative securities in column 5 reflect the withholding of RSRs for payment of FICA taxes. These RSRs vest in four installments: one-fourth on 2/5/2025, 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. These RSRs vest in four installments: one-fourth on 2/5/2026, 2/5/2027, 2/5/2028, and 2/5/2029. 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.

Form 4 Insider Transactions: What Each Field Means →

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^*

Carr Muneera S

(Last) (First) (Middle)

401 LAS COLINAS BLVD W BLDG B

(Street)

IRVING TX 75039

(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)
	EVP, CAO & Controller

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		605.2442	A	$0	80,797.5488	D
Common Stock, $1 2/3 Par Value	12/05/2025		F		605.2442(1)	D	$90.21	80,192.3046	D
Common Stock, $1 2/3 Par Value	12/05/2025		M		835.8926	A	$0	81,028.1972	D
Common Stock, $1 2/3 Par Value	12/05/2025		F		835.8926(1)	D	$90.21	80,192.3046	D
Common Stock, $1 2/3 Par Value	12/05/2025		M		802.2472	A	$0	80,994.5518	D
Common Stock, $1 2/3 Par Value	12/05/2025		F		802.2472(1)	D	$90.21	80,192.3046	D
Common Stock, $1 2/3 Par Value								1,264.5(2)	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	(3)	12/05/2025		M			605.2442(4)	(4)	(4)	Common Stock, $1 2/3 Par Value	605.2442	$0	18,194.0773	D
Restricted Share Right	(3)	12/05/2025		M			835.8926(5)	(5)	(5)	Common Stock, $1 2/3 Par Value	835.8926	$0	25,127.5363	D
Restricted Share Right	(3)	12/05/2025		M			802.2472(6)	(6)	(6)	Common Stock, $1 2/3 Par Value	802.2472	$0	24,116.129	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. Each Restricted Share Right ("RSR") represents a contingent right to receive one share of Company common stock.

4. These RSRs vest in four installments: one-fourth on 2/5/2024, 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. The vesting amount and number of derivative securities in column 5 reflect the withholding of RSRs for payment of FICA taxes.

5. These RSRs vest in four installments: one-fourth on 2/5/2025, 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.

6. These RSRs vest in four installments: one-fourth on 2/5/2026, 2/5/2027, 2/5/2028, and 2/5/2029. 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

	Muneera S. Carr, 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.
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.

FAQ

What insider transaction did WFC report for Muneera S. Carr?

Wells Fargo & Company reported that Muneera S. Carr, EVP, CAO & Controller, had multiple equity award-related transactions on 12/05/2025, including vesting and settlement of restricted share rights and related tax-withholding share disposals.

How many Wells Fargo (WFC) shares does Muneera S. Carr own after this Form 4?

After the reported transactions, Muneera S. Carr directly beneficially owned 80,192.3046 shares of Wells Fargo common stock and indirectly held 1,264.5 share equivalents through the company’s 401(k) Plan.

Were Muneera S. Carr’s WFC transactions open-market buys or related to equity awards?

The transactions were related to restricted share rights (RSRs). Codes "M" indicate settlement of RSRs into common stock at an exercise price of $0, and code "F" indicates shares withheld by Wells Fargo to cover FICA tax obligations.

What price was used for Wells Fargo share withholding in this Form 4?

For the tax-withholding transactions coded "F" on 12/05/2025, Wells Fargo used a share price of $90.21 to determine the number of shares withheld to satisfy FICA taxes.

How do the restricted share rights (RSRs) for WFC vest for Muneera S. Carr?

Each restricted share right represents a right to receive one share of Wells Fargo common stock. The RSR grants vest in four installments of one-fourth each year on specified dates between 2/5/2024 and 2/5/2029, depending on the grant.

What holding requirements apply to Muneera S. Carr’s WFC equity awards?

As a condition of receiving the RSR grants, Muneera S. Carr agreed to hold shares of Wells Fargo common stock while employed and for one year after retirement, consistent with the company’s Stock Ownership Policy.

What do the explanation notes in the WFC Form 4 clarify?

The notes explain that some share disposals reflect FICA tax withholding tied to retirement eligibility and RSR vesting, define each RSR as a right to one share, detail vesting schedules, and clarify that 401(k) Plan units are shown as share equivalents as of November 28, 2025.