STOCK TITAN

Wells Fargo (NYSE: WFC) EVP logs RSR vesting and tax share withholding

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

Rhea-AI Filing Summary

Wells Fargo & Company senior executive Kyle G. Hranicky reported multiple equity compensation events on February 5, 2026. Several Restricted Share Rights (RSRs) vested and were converted into common stock, including 13,767.12, 11,519.8851, and 9,542.8581 RSRs, each representing one share of common stock.

To cover tax withholding on these vestings, shares of common stock were automatically withheld at a price of $93.14 per share, using 5,618.9579, 3,089.2847, and 3,934.9374 shares in separate transactions. After these transactions, Hranicky directly held 96,767.1925 shares of Wells Fargo common stock and also reported indirect holdings, including 36,935.5 share equivalents through the 401(k) Plan and 114,029 shares through PCK Family Holdings LP, with certain indirect positions subject to beneficial ownership disclaimers.

Positive

  • None.

Negative

  • None.
Insider Hranicky Kyle G
Role Sr. Executive Vice President
Type Security Shares Price Value
Exercise Restricted Share Right 13,767.12 $0.00 --
Exercise Restricted Share Right 11,519.885 $0.00 --
Exercise Restricted Share Right 9,542.858 $0.00 --
Exercise Common Stock, $1 2/3 Par Value 13,767.12 $0.00 --
Tax Withholding Common Stock, $1 2/3 Par Value 5,618.958 $93.14 $523K
Exercise Common Stock, $1 2/3 Par Value 11,519.885 $0.00 --
Tax Withholding Common Stock, $1 2/3 Par Value 3,089.285 $93.14 $288K
Exercise Common Stock, $1 2/3 Par Value 9,542.858 $0.00 --
Tax Withholding Common Stock, $1 2/3 Par Value 3,934.937 $93.14 $367K
holding Common Stock, $1 2/3 Par Value -- -- --
holding Common Stock, $1 2/3 Par Value -- -- --
holding Common Stock, $1 2/3 Par Value -- -- --
holding Common Stock, $1 2/3 Par Value -- -- --
holding Common Stock, $1 2/3 Par Value -- -- --
holding Common Stock, $1 2/3 Par Value -- -- --
Holdings After Transaction: Restricted Share Right — 0 shares (Direct); Common Stock, $1 2/3 Par Value — 88,347.629 shares (Direct); Common Stock, $1 2/3 Par Value — 36,935.5 shares (Indirect, Through 401(k) Plan)
Footnotes (1)
  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). 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). 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). 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. The reporting person disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein, if any. The reporting person and his spouse jointly control the general partner of the limited partnership. Held in trust for the benefit of the reporting person's children. The reporting person disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein, if any. Each RSR represents a contingent right to receive one share of Company common stock. 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. 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. 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.
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*
Hranicky Kyle G

(Last) (First) (Middle)
1000 LOUISIANA STREET

(Street)
HOUSTON TX 77002

(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 13,767.12(1) A $0 88,347.6293 D
Common Stock, $1 2/3 Par Value 02/05/2026 F 5,618.9579 D $93.14 82,728.6714 D
Common Stock, $1 2/3 Par Value 02/05/2026 M 11,519.8851(2) A $0 94,248.5565 D
Common Stock, $1 2/3 Par Value 02/05/2026 F 3,089.2847 D $93.14 91,159.2718 D
Common Stock, $1 2/3 Par Value 02/05/2026 M 9,542.8581(3) A $0 100,702.1299 D
Common Stock, $1 2/3 Par Value 02/05/2026 F 3,934.9374 D $93.14 96,767.1925 D
Common Stock, $1 2/3 Par Value 36,935.5(4) I Through 401(k) Plan
Common Stock, $1 2/3 Par Value 4,470 I Through COH Trust(5)
Common Stock, $1 2/3 Par Value 4,470 I Through KGH Trust(5)
Common Stock, $1 2/3 Par Value 4,470 I Through PAH Trust(5)
Common Stock, $1 2/3 Par Value 114,029 I Through PCK Family Holdings LP(6)
Common Stock, $1 2/3 Par Value 2,225 I Through Trust(7)
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 (8) 02/05/2026 M 13,767.12 (9) (9) Common Stock, $1 2/3 Par Value 13,767.12 $0 0 D
Restricted Share Right (8) 02/05/2026 M 11,519.8851 (10) (10) Common Stock, $1 2/3 Par Value 11,519.8851 $0 11,519.8851 D
Restricted Share Right (8) 02/05/2026 M 9,542.8581 (11) (11) Common Stock, $1 2/3 Par Value 9,542.8581 $0 19,083.7393 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. The reporting person disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein, if any.
6. The reporting person and his spouse jointly control the general partner of the limited partnership.
7. Held in trust for the benefit of the reporting person's children. The reporting person disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein, if any.
8. Each RSR represents a contingent right to receive one share of Company common stock.
9. 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.
10. 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.
11. 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.
Kyle G. Hranicky, 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.

FAQ

What insider transaction did WFC executive Kyle Hranicky report on this Form 4?

Kyle G. Hranicky reported the vesting and conversion of several Restricted Share Rights into Wells Fargo common stock on February 5, 2026. These equity awards are part of his compensation and were settled in shares according to previously granted RSR awards.

How many Wells Fargo shares did Kyle Hranicky receive from RSR vesting?

He reported RSR conversions of 13,767.12, 11,519.8851, and 9,542.8581 rights, each representing one share of Wells Fargo common stock. These amounts reflect one-third installments of prior RSR grants plus reinvested dividend equivalents, vesting on February 5, 2026.

Were any of Kyle Hranicky’s WFC shares sold on the market in this filing?

The Form 4 shows shares withheld under transaction code “F” to satisfy tax obligations at $93.14 per share, using 5,618.9579, 3,089.2847, and 3,934.9374 shares. These are tax withholding transactions rather than discretionary open-market sales.

How many Wells Fargo shares does Kyle Hranicky hold directly after these transactions?

Following the reported equity award vestings and tax withholdings, Kyle Hranicky directly held 96,767.1925 shares of Wells Fargo common stock. This figure reflects his direct ownership after all transactions on February 5, 2026 recorded in the Form 4.

What indirect Wells Fargo holdings are reported for Kyle Hranicky on this Form 4?

He reports indirect holdings including 36,935.5 share equivalents through the Wells Fargo 401(k) Plan, 114,029 shares through PCK Family Holdings LP, and additional shares through several family trusts, with certain positions accompanied by disclaimers of full beneficial ownership.

How do the Restricted Share Rights for WFC vest for Kyle Hranicky?

The RSR grants vest in three equal installments over three years. Footnotes state schedules with one-third vesting on dates such as 2/5/2024, 2/5/2025, 2/5/2026 and later years, subject to Wells Fargo’s stock ownership policy holding requirements.
Wells Fargo Co

NYSE:WFC

View WFC Stock Overview

WFC Rankings

WFC Latest News

WFC Latest SEC Filings

WFC Stock Data

242.98B
3.08B
Banks - Diversified
National Commercial Banks
Link
United States
SAN FRANCISCO