Wells Fargo (NYSE: WFC) EVP Barry Sommers vests stock and withholds shares for taxes

Rhea-AI Filing Summary

Wells Fargo & Company senior executive vice president Barry Sommers reported multiple restricted share right (RSR) vestings and related tax withholdings on February 5, 2026. Each RSR converts into one share of common stock.

He acquired 23,087.1716, 20,381.6005, and 13,570.8314 shares of common stock at an exercise price of $0, reflecting three separate RSR tranches vesting. To cover tax obligations, 11,110.9458, 8,155.9442, and 6,414.5295 shares were withheld at $93.14 per share. Following these transactions, he directly held 184,733.0568 shares of common stock and indirectly held 892.58 share equivalents through the 401(k) Plan as of the reported 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

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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^*

Sommers Barry

(Last) (First) (Middle)

525 OKEECHOBEE BLVD

(Street)

WEST PALM BEACH FL 33401

(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		23,087.1716(1)	A	$0	176,462.0444	D
Common Stock, $1 2/3 Par Value	02/05/2026		F		11,110.9458	D	$93.14	165,351.0986	D
Common Stock, $1 2/3 Par Value	02/05/2026		M		20,381.6005(2)	A	$0	185,732.6991	D
Common Stock, $1 2/3 Par Value	02/05/2026		F		8,155.9442	D	$93.14	177,576.7549	D
Common Stock, $1 2/3 Par Value	02/05/2026		M		13,570.8314(3)	A	$0	191,147.5863	D
Common Stock, $1 2/3 Par Value	02/05/2026		F		6,414.5295	D	$93.14	184,733.0568	D
Common Stock, $1 2/3 Par Value								892.58(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			23,087.1716	(6)	(6)	Common Stock, $1 2/3 Par Value	23,087.1716	$0	0	D
Restricted Share Right	(5)	02/05/2026		M			20,381.6005	(7)	(7)	Common Stock, $1 2/3 Par Value	20,381.6005	$0	20,381.6005	D
Restricted Share Right	(5)	02/05/2026		M			13,570.8314	(8)	(8)	Common Stock, $1 2/3 Par Value	13,570.8314	$0	27,140.6775	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.

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

What insider activity did WFC executive Barry Sommers report?

Barry Sommers reported RSR vesting and related tax withholdings. On February 5, 2026, multiple restricted share rights converted into Wells Fargo common stock, with a portion of the new shares withheld at $93.14 per share to satisfy tax obligations.

How many Wells Fargo shares did Barry Sommers acquire from RSR vesting?

Sommers acquired three blocks of Wells Fargo common stock via RSR vesting. The blocks totaled 23,087.1716, 20,381.6005, and 13,570.8314 shares, each arising from previously granted restricted share rights that vested on February 5, 2026.

How many Wells Fargo shares were withheld for taxes in this Form 4?

Shares were withheld in three separate transactions to cover taxes. The amounts were 11,110.9458, 8,155.9442, and 6,414.5295 shares of Wells Fargo common stock, each withheld at a price of $93.14 per share in connection with the RSR vesting.

What are Barry Sommers’ Wells Fargo share holdings after these transactions?

After the reported transactions, Sommers held both direct and indirect interests. He directly owned 184,733.0568 shares of Wells Fargo common stock and indirectly held 892.58 share equivalents through the Wells Fargo 401(k) Plan ESOP Fund.

What are Restricted Share Rights (RSRs) in the WFC Form 4 filing?

Each RSR is a right to receive one Wells Fargo share. The filing notes that these RSRs vest in three annual installments, with the reported February 5, 2026 vestings representing one-third of original grants plus reinvested dividend equivalents.

What role does Barry Sommers hold at Wells Fargo & Company?

Barry Sommers is a senior executive vice president at Wells Fargo. The Form 4 identifies him as an officer with the title "Sr. Executive Vice President," making him a reporting person subject to insider transaction disclosure requirements.