Wells Fargo CEO granted 110,966 restricted share rights

Wells Fargo & Company Chairman and CEO Charles W. Scharf reported a grant of 110,966 Restricted Share Rights (RSRs) on January 27, 2026.

Rhea-AI Filing Summary

Wells Fargo & Company Chairman and CEO Charles W. Scharf reported a grant of 110,966 Restricted Share Rights (RSRs) on January 27, 2026. Each RSR represents a contingent right to receive one share of Wells Fargo common stock at no exercise price.

The RSRs vest in three equal installments on February 5, 2027, February 5, 2028, and February 5, 2029, and are subject to the company’s stock ownership policy, which requires him to hold shares while employed and for one year after retirement. Following this grant, he holds 1,056,234.1683 shares directly, plus 418.28 share equivalents through the 401(k) ESOP fund and 103 shares through a trust.

Insider Trade Summary

Grant/Award: 110,966 shares

Grant/Award 4 txns

Insider SCHARF CHARLES W

Role Chairman and CEO

Type	Security	Shares	Price	Value
Grant/Award	Restricted Share Right	110,966	$0.00	$0.00
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 — 110,966 contracts (Direct); Common Stock, $1 2/3 Par Value — 1,056,234.1683 shares (Direct); Common Stock, $1 2/3 Par Value — 418.28 shares (Indirect, Through 401(k) Plan); Common Stock, $1 2/3 Par Value — 103 shares (Indirect, Through Trust)

Footnotes (3)

1. F1. Reflects share equivalent of units in the Wells Fargo ESOP Fund under the 401(k) Plan (the "Plan") as of December 31, 2025, as if investable cash equivalents held by the Plan were fully invested in Wells Fargo & Company (the "Company") common stock.
2. F2. Each Restricted Share Right ("RSR") represents a contingent right to receive one share of Company common stock.
3. F3. These RSRs vest in three installments: one-third on 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.

FAQ

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What did Wells Fargo (WFC) report about Charles Scharf’s new equity grant?

Wells Fargo reported that Chairman and CEO Charles W. Scharf received 110,966 Restricted Share Rights on January 27, 2026. Each Restricted Share Right represents a contingent right to receive one share of Wells Fargo common stock at no exercise price, subject to vesting conditions.

How do Charles Scharf’s new Restricted Share Rights at Wells Fargo (WFC) vest?

The 110,966 Restricted Share Rights granted to Charles Scharf vest in three equal installments over three years. One-third vests on February 5, 2027, another third on February 5, 2028, and the final third on February 5, 2029, subject to continued service and policy requirements.

How many Wells Fargo (WFC) shares does Charles Scharf hold after this Form 4 filing?

After the reported transactions, Charles Scharf beneficially owns 1,056,234.1683 Wells Fargo common shares directly. He also has 418.28 share equivalents through the Wells Fargo ESOP Fund in the 401(k) Plan and 103 additional shares held indirectly through a trust arrangement.

What does each Restricted Share Right mean in the Wells Fargo (WFC) Form 4 filing?

Each Restricted Share Right disclosed for Charles Scharf represents a contingent right to receive one share of Wells Fargo common stock. These rights do not require a purchase price, but they become shares only upon vesting, according to the schedule and conditions described in the filing footnotes.

What holding requirements apply to Charles Scharf’s Wells Fargo (WFC) stock grants?

As a condition of receiving the Restricted Share Rights, Charles Scharf agreed to hold Wells Fargo common stock under the company’s Stock Ownership Policy. He must hold shares while employed by the company and for one year after retirement, aligning his interests with long-term shareholders.

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Accepted by SEC EDGAR 01/29/2026 - 06:14 PM Learn about SEC filing dates

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^*

SCHARF CHARLES W

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/27/2026

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								1,056,234.1683	D
Common Stock, $1 2/3 Par Value								418.28(1)	I	Through 401(k) Plan
Common Stock, $1 2/3 Par Value								103	I	Through Trust

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	(2)	01/27/2026		A		110,966		(3)	(3)	Common Stock, $1 2/3 Par Value	110,966	$0	110,966	D

Explanation of Responses:

1. Reflects share equivalent of units in the Wells Fargo ESOP Fund under the 401(k) Plan (the "Plan") as of December 31, 2025, as if investable cash equivalents held by the Plan were fully invested in Wells Fargo & Company (the "Company") common stock.

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

3. These RSRs vest in three installments: one-third on 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.

	Charles W. Scharf, by Meghan Daly, as Attorney-in-Fact	01/29/2026
	** 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.