Wells Fargo (NYSE: WFC) CFO logs stock vesting and disposals in Form 4

Rhea-AI Filing Summary

Wells Fargo & Company Sr. EVP & CFO Michael P. Santomassimo reported multiple equity compensation events on February 5, 2026. Several Restricted Share Rights vested, converting into common stock at an exercise price of $0, consistent with stock-based awards.

On the same date, he both acquired and disposed of blocks of Wells Fargo common stock, $1 2/3 par value, including disposals at $93.14 per share. After these transactions, he directly owned 443,674.7883 shares of common stock, plus 892.58 shares indirectly through a 401(k) plan and 1,000 shares through his spouse's IRA.

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

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^*

Santomassimo Michael P.

(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. EVP & CFO

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		29,712.3089(1)	A	$0	434,318.8393	D
Common Stock, $1 2/3 Par Value	02/05/2026		F		15,162.7728	D	$93.14	419,156.0665	D
Common Stock, $1 2/3 Par Value	02/05/2026		M		27,587.4512(2)	A	$0	446,743.5177	D
Common Stock, $1 2/3 Par Value	02/05/2026		F		14,077.6613	D	$93.14	432,665.8564	D
Common Stock, $1 2/3 Par Value	02/05/2026		M		19,192.5731(3)	A	$0	451,858.4295	D
Common Stock, $1 2/3 Par Value	02/05/2026		F		8,183.6412	D	$93.14	443,674.7883	D
Common Stock, $1 2/3 Par Value								892.58(4)	I	Through 401(k) Plan
Common Stock, $1 2/3 Par Value								1,000	I	Through Spouse's IRA

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			29,712.3089	(6)	(6)	Common Stock, $1 2/3 Par Value	29,712.3089	$0	0	D
Restricted Share Right	(5)	02/05/2026		M			27,587.4512	(7)	(7)	Common Stock, $1 2/3 Par Value	27,587.4512	$0	27,587.4513	D
Restricted Share Right	(5)	02/05/2026		M			19,192.5731	(8)	(8)	Common Stock, $1 2/3 Par Value	19,192.5731	$0	38,385.1463	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.

	Michael P. Santomassimo, by Meghan Daly, as Attorney-in-Fact	02/09/2026
	** 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 activity did WFC CFO Michael Santomassimo report on February 5, 2026?

He reported vesting of several Restricted Share Rights that converted into Wells Fargo common stock at $0 exercise price, along with same-day acquisitions and disposals of common shares, including sales at $93.14 per share, updating his beneficial ownership balances.

How many Wells Fargo (WFC) shares does the CFO own after these Form 4 transactions?

Following the reported transactions, he directly beneficially owned 443,674.7883 shares of Wells Fargo common stock. He also indirectly held 892.58 shares through a 401(k) plan and 1,000 shares through his spouse's IRA, as disclosed in the filing.

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

The filing states each Restricted Share Right (RSR) represents a contingent right to receive one share of Wells Fargo common stock. The RSRs vest in three installments on specified dates, and vesting on February 5, 2026 triggered the share conversions reported.

Were any derivative securities remaining after the WFC CFO’s February 5, 2026 RSR exercises?

For one RSR position, the number of derivative securities beneficially owned after the exercise was 0. Other RSR awards still showed remaining balances, including 27,587.4513 and 38,385.1463 derivative securities, reflecting unvested portions scheduled to vest on later dates.

How were the WFC CFO’s indirect Wells Fargo holdings reported in this Form 4?

Indirect ownership was reported in two lines: 892.58 share equivalents held through the Wells Fargo ESOP Fund under the 401(k) plan as of January 30, 2026, and 1,000 Wells Fargo common shares held through the spouse's IRA account.