Wells Fargo (NYSE: WFC) EVP Bei Ling details RSR vesting and tax share withholding

Rhea-AI Filing Summary

Wells Fargo & Company senior executive Bei Ling reported routine stock-based compensation activity. On February 5, 2026, several Restricted Share Rights (RSRs) vested, converting into common stock at an exercise price of $0, consistent with prior long-term equity awards that vest in three annual installments.

To cover taxes on these vestings, shares of common stock were automatically withheld at a price of $93.14 per share, shown by transaction code “F.” After these transactions, Ling directly held 92,782.2078 shares of Wells Fargo common stock and had an additional 407.63 share equivalent held indirectly through the company’s 401(k) plan, plus remaining unvested RSRs.

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^*

Ling Bei

(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)
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		11,241.8541(1)	A	$0	86,153.9714	D
Common Stock, $1 2/3 Par Value	02/05/2026		F		5,736.2958	D	$93.14	80,417.6756	D
Common Stock, $1 2/3 Par Value	02/05/2026		M		12,861.3777(2)	A	$0	93,279.0533	D
Common Stock, $1 2/3 Par Value	02/05/2026		F		4,956.3542	D	$93.14	88,322.6991	D
Common Stock, $1 2/3 Par Value	02/05/2026		M		9,104.4967(3)	A	$0	97,427.1958	D
Common Stock, $1 2/3 Par Value	02/05/2026		F		4,644.988	D	$93.14	92,782.2078	D
Common Stock, $1 2/3 Par Value								407.63(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			11,241.8541	(6)	(6)	Common Stock, $1 2/3 Par Value	11,241.8541	$0	0	D
Restricted Share Right	(5)	02/05/2026		M			12,861.3777	(7)	(7)	Common Stock, $1 2/3 Par Value	12,861.3777	$0	12,861.3778	D
Restricted Share Right	(5)	02/05/2026		M			9,104.4967	(8)	(8)	Common Stock, $1 2/3 Par Value	9,104.4967	$0	18,206.9506	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.

	Bei Ling, by Meghan Daly, as Attorney-in-Fact	02/09/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Wells Fargo (WFC) executive Bei Ling report?

Bei Ling reported vesting of Restricted Share Rights that converted into Wells Fargo common stock. The awards vested on February 5, 2026, as part of previously granted equity compensation, with some shares withheld to satisfy tax obligations at a reported price of $93.14 per share.

How many Wells Fargo (WFC) shares does Bei Ling hold after the reported Form 4?

After the transactions, Bei Ling directly held 92,782.2078 Wells Fargo common shares. The filing also shows 407.63 share equivalents held indirectly through the Wells Fargo 401(k) Plan, plus remaining unvested Restricted Share Rights scheduled to vest in future years under prior grants.

What is the significance of the ‘M’ and ‘F’ transaction codes in the WFC Form 4?

Code “M” indicates the exercise or conversion of derivative awards, here Restricted Share Rights into common stock. Code “F” reflects shares withheld to pay taxes upon vesting, at a reported price of $93.14 per share, rather than an open-market sale by the executive.

What do Wells Fargo Restricted Share Rights (RSRs) reported by Bei Ling represent?

Each Restricted Share Right represents a contingent right to receive one Wells Fargo common share. The RSRs vest in three equal annual installments and include reinvested dividend equivalents, subject to the company’s stock ownership policy that requires holding shares during employment and for one year after retirement.

Are Bei Ling’s Wells Fargo (WFC) Form 4 transactions open-market sales?

The Form 4 primarily shows vesting of equity awards and tax withholding, not discretionary market sales. Shares were acquired at $0 upon RSR vesting (code “M”) and a portion was withheld at $93.14 per share (code “F”) to satisfy tax obligations related to those vestings.

How are Wells Fargo (WFC) 401(k) holdings reflected in Bei Ling’s Form 4?

The filing shows 407.63 share equivalents held indirectly through the Wells Fargo ESOP Fund in the 401(k) Plan. This amount is reported as if cash equivalents in the plan were fully invested in Wells Fargo common stock as of January 30, 2026.