Wells Fargo (NYSE: WFC) SEVP receives 17,755 RSR equity grant

Rhea-AI Filing Summary

Wells Fargo & Company executive Jason M. Rosenberg, SEVP & Head of Public Affairs, received an equity award of 17,755 Restricted Share Rights on January 27, 2026. Each RSR represents the right to receive one share of Wells Fargo common stock at vesting.

The RSRs vest in three equal installments, with one-third scheduled to vest on February 5, 2027, February 5, 2028, and February 5, 2029. After this award, Rosenberg directly holds 9,583.1495 shares of Wells Fargo common stock in addition to the 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

OMB APPROVAL

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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^*

Rosenberg Jason M.

(Last) (First) (Middle)

1700 K STREET NW

(Street)

WASHINGTON DC 20006

(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)
	SEVP & Head of Public Affairs

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								9,583.1495	D

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	(1)	01/27/2026		A		17,755		(2)	(2)	Common Stock, $1 2/3 Par Value	17,755	$0	17,755	D

Explanation of Responses:

1. Each Restricted Share Right ("RSR") represents a contingent right to receive one share of Wells Fargo & Company (the "Company") common stock.

2. 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.

	Jason M. Rosenberg, 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.

FAQ

What insider transaction did WFC executive Jason M. Rosenberg report?

Jason M. Rosenberg reported receiving an equity award of 17,755 Restricted Share Rights in Wells Fargo common stock. These rights were granted on January 27, 2026 and represent contingent rights to receive the same number of Wells Fargo shares if the vesting conditions are met.

How many Wells Fargo RSRs were granted to Jason M. Rosenberg?

Jason M. Rosenberg was granted 17,755 Restricted Share Rights linked to Wells Fargo common stock. Each RSR corresponds to one share, providing potential future stock ownership if vesting conditions are satisfied. The award was reported as a direct holding with no purchase price per right.

What is the vesting schedule for Jason M. Rosenberg’s WFC Restricted Share Rights?

The 17,755 Restricted Share Rights vest in three equal installments over three years. One-third is scheduled to vest on February 5, 2027, another third on February 5, 2028, and the final third on February 5, 2029, subject to continued employment conditions.

What does each Restricted Share Right for WFC represent?

Each Restricted Share Right represents a contingent right to receive one share of Wells Fargo common stock. The rights convert into shares only if vesting conditions are met, making them a form of equity-based compensation rather than immediate stock ownership at the grant date.

How many Wells Fargo common shares does Jason M. Rosenberg hold after this award?

Following the reported transactions, Jason M. Rosenberg directly holds 9,583.1495 shares of Wells Fargo common stock. This figure reflects his non-derivative common stock position and is separate from the 17,755 unvested Restricted Share Rights reported as derivative securities.

Are there holding requirements tied to Jason M. Rosenberg’s WFC equity grant?

Yes. As a condition of receiving the Restricted Share Rights, Jason M. Rosenberg agreed to hold Wells Fargo common stock in line with the company’s Stock Ownership Policy while employed and for one year after retirement, reinforcing longer-term alignment with shareholders.