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

Rhea-AI Filing Summary

Wells Fargo & Company senior executive vice president Kristy Fercho reported multiple equity award vestings and related share withholdings on February 5, 2026. Several Restricted Share Rights (RSRs) converted into common stock at an exercise price of $0, reflecting scheduled one‑third vesting installments from grants made in 2023, 2024, and 2025.

To cover taxes on these vestings, the company withheld blocks of common shares at $93.14 per share. After these transactions, Fercho directly owned 78,650.3136 shares of Wells Fargo common stock, plus 736.83 share equivalents indirectly through the company’s 401(k) plan as of January 30, 2026.

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^*

Fercho Kristy

(Last) (First) (Middle)

401 SOUTH TRYON STREET

(Street)

CHARLOTTE NC 28202

(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		5,911.6494(1)	A	$0	71,825.9572	D
Common Stock, $1 2/3 Par Value	02/05/2026		F		2,108.4168	D	$93.14	69,717.5404	D
Common Stock, $1 2/3 Par Value	02/05/2026		M		8,199.4033(2)	A	$0	77,916.9437	D
Common Stock, $1 2/3 Par Value	02/05/2026		F		2,229.1854	D	$93.14	75,687.7583	D
Common Stock, $1 2/3 Par Value	02/05/2026		M		5,120.8865(3)	A	$0	80,808.6448	D
Common Stock, $1 2/3 Par Value	02/05/2026		F		2,158.3312	D	$93.14	78,650.3136	D
Common Stock, $1 2/3 Par Value								736.83(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			5,911.6494	(6)	(6)	Common Stock, $1 2/3 Par Value	5,911.6494	$0	0	D
Restricted Share Right	(5)	02/05/2026		M			8,199.4033	(7)	(7)	Common Stock, $1 2/3 Par Value	8,199.4033	$0	8,199.4033	D
Restricted Share Right	(5)	02/05/2026		M			5,120.8865	(8)	(8)	Common Stock, $1 2/3 Par Value	5,120.8865	$0	10,239.7961	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.

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

What insider transaction did WFC executive Kristy Fercho report on February 5, 2026?

Kristy Fercho reported scheduled vesting of multiple Restricted Share Rights that converted into Wells Fargo common stock on February 5, 2026. These RSRs were granted in 2023, 2024, and 2025 and each vesting represented one-third of the original award, including reinvested dividend equivalents.

How many Wells Fargo shares does Kristy Fercho own after the February 2026 Form 4?

After the reported transactions, Kristy Fercho directly owned 78,650.3136 shares of Wells Fargo common stock. She also held 736.83 additional share equivalents indirectly through the Wells Fargo ESOP Fund in the 401(k) Plan, calculated as if all plan cash were invested in company stock.

What was the tax withholding price on Kristy Fercho’s WFC share vesting?

To cover tax obligations from the vesting, Wells Fargo withheld portions of Fercho’s newly delivered common shares at a price of $93.14 per share. These are coded as transaction type “F” on the Form 4, indicating shares withheld rather than open‑market sales.

What are Restricted Share Rights (RSRs) in Kristy Fercho’s Wells Fargo filing?

Each Restricted Share Right represents a contingent right to receive one share of Wells Fargo common stock. The RSRs in Fercho’s filing vest in three equal annual installments, subject to continued employment and adherence to the company’s stock ownership policy before and for one year after retirement.

Over what schedule do Kristy Fercho’s WFC Restricted Share Rights vest?

Her RSR grants vest in three installments. One grant vests one‑third on 2/5/2024, 2/5/2025, and 2/5/2026; another on 2/5/2025, 2/5/2026, and 2/5/2027; and a third on 2/5/2026, 2/5/2027, and 2/5/2028, subject to the stock ownership policy.

How does Wells Fargo’s stock ownership policy affect Kristy Fercho’s vested shares?

As a condition of receiving RSR grants, Fercho agreed to hold company common stock in line with Wells Fargo’s Stock Ownership Policy. She must maintain required holdings while employed and for one year after retirement, which influences how quickly vested shares can be reduced.