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Wells Fargo (NYSE: WFC) executive RSRs vest and shares withheld for tax

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Wells Fargo & Company executive Jason M. Rosenberg, SEVP & Head of Public Affairs, reported equity compensation activity involving restricted share rights. On June 15, 2026, 17,217.8038 Restricted Share Rights vested into an equal number of common shares. To cover tax obligations, 8,079.4933 common shares were disposed of through share withholding rather than an open-market sale. After these transactions, Rosenberg directly holds 21,569.8560 shares of Wells Fargo common stock. The vested award represents the remaining half of a grant originally made on June 25, 2024, including dividend equivalents, and is subject to the company’s stock ownership policy.

Positive

  • None.

Negative

  • None.
Insider Rosenberg Jason M.
Role SEVP & Head of Public Affairs
Type Security Shares Price Value
Exercise Restricted Share Right 17,217.804 $0.00 --
Exercise Common Stock, $1 2/3 Par Value 17,217.804 $0.00 --
Tax Withholding Common Stock, $1 2/3 Par Value 8,079.493 $83.73 $676K
Holdings After Transaction: Restricted Share Right — 0 shares (Direct, null); Common Stock, $1 2/3 Par Value — 29,649.349 shares (Direct, null)
Footnotes (1)
  1. Number of shares represents a Restricted Share Right ("RSR") vesting on June 15, 2026. Original grant date was June 25, 2024. This vesting represents the remaining half of the original amount of RSRs granted (plus dividend equivalents reinvested in additional RSRs). Each RSR represents a contingent right to receive one share of Wells Fargo & Company (the "Company") common stock. These RSRs vest in two installments: half on 6/15/2025 and half on 6/15/2026. 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.
RSRs vested 17,217.8038 shares Restricted Share Rights vesting on June 15, 2026
Shares withheld for taxes 8,079.4933 shares Tax-withholding disposition on June 15, 2026
Shares held after transactions 21,569.8560 shares Direct common stock holdings following June 15, 2026 events
Exercise price of RSRs $0.0000 per share Conversion of Restricted Share Rights into common stock
RSR derivative position remaining 0.0000 units Restricted Share Rights balance after vesting
Restricted Share Right financial
"Number of shares represents a Restricted Share Right ("RSR") vesting on June 15, 2026."
dividend equivalents financial
"This vesting represents the remaining half ... plus dividend equivalents reinvested in additional RSRs."
Payments tied to employee or contractor equity awards that mirror the cash dividends paid on the company’s stock; they give the holder the same economic benefit as owning the shares without transferring actual shares—often paid in cash or additional award units when the award becomes payable. Investors care because these payments affect a company’s compensation costs, cash flow and potential share dilution, and they signal how management is being rewarded and aligned with shareholders.
contingent right financial
"Each RSR represents a contingent right to receive one share of Wells Fargo & Company common stock."
Stock Ownership Policy financial
"the reporting person agreed to hold ... shares ... as required under the Company's Stock Ownership Policy."
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Form 4 Insider Transactions: What Each Field Means →

FAQ

What insider transaction did WFC executive Jason M. Rosenberg report?
Jason M. Rosenberg reported the vesting of 17,217.8038 Restricted Share Rights into common stock. This equity award is part of his compensation and did not involve an open-market purchase or sale, but rather standard share delivery upon vesting.

How many Wells Fargo (WFC) shares were withheld for taxes in this Form 4?
A total of 8,079.4933 Wells Fargo common shares were withheld to satisfy tax obligations. This tax-withholding disposition is a non-market transaction typically occurring automatically when restricted awards vest for senior executives.

How many WFC shares does Jason M. Rosenberg hold after these transactions?
Following the vesting and tax withholding, Jason M. Rosenberg directly holds 21,569.8560 Wells Fargo common shares. This figure reflects his updated equity position after the Restricted Share Rights converted and a portion of shares was withheld for taxes.

What equity award vested for the WFC executive on June 15, 2026?
A Restricted Share Right award vesting on June 15, 2026 delivered 17,217.8038 common shares to Jason M. Rosenberg. The award represents the remaining half of an original June 25, 2024 grant, including dividend equivalents reinvested in additional Restricted Share Rights.

Is the WFC insider Form 4 a buy or sell signal for investors?
The Form 4 reflects equity vesting and tax withholding, not open-market buying or selling. Shares were acquired through Restricted Share Rights and a portion was withheld for taxes, making this a routine compensation event rather than a directional trading signal.
SEC Form 4
FORM 4UNITED 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*
Rosenberg Jason M.
(Last)(First)(Middle)
1700 K STREET NW
(Street)
WASHINGTON DISTRICT OF COLUMBIA 20006
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
WELLS FARGO & COMPANY/MN [ WFC ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
SEVP & Head of Public Affairs
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/15/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock, $1 2/3 Par Value06/15/2026M17,217.8038(1)A$029,649.3493D
Common Stock, $1 2/3 Par Value06/15/2026F8,079.4933D$83.7321,569.856D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Share Right(2)06/15/2026M17,217.8038 (3) (3)Common Stock, $1 2/3 Par Value17,217.8038$00D
Explanation of Responses:
1. Number of shares represents a Restricted Share Right ("RSR") vesting on June 15, 2026. Original grant date was June 25, 2024. This vesting represents the remaining half of the original amount of RSRs granted (plus dividend equivalents reinvested in additional RSRs).
2. Each RSR represents a contingent right to receive one share of Wells Fargo & Company (the "Company") common stock.
3. These RSRs vest in two installments: half on 6/15/2025 and half on 6/15/2026. 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.
Jason M. Rosenberg, by Meghan Daly, as Attorney-In-Fact06/17/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR