Wells Fargo (WFC) Sr. EVP and General Counsel reports major RSR vesting and tax share withholding

Rhea-AI Filing Summary

Wells Fargo & Company executive Ellen R. Patterson reported routine equity compensation activity. On February 5, 2026, several Restricted Share Rights (RSRs) vested, each representing a right to receive one share of common stock. Vested amounts included 23,029.3037, 21,436.676, and 15,152.0314 RSRs, which were converted to common stock at an exercise price of $0 per share.

To cover tax obligations, the filing shows share withholdings coded "F" at a price of $93.14 per share in amounts of 11,754.1611, 10,940.2494, and 6,126.1853 shares. After these transactions, Patterson directly owned 229,496.3951 shares of Wells Fargo common stock and held an additional 1,290.73 share equivalent units indirectly through the company 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^*

Patterson Ellen R

(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 and General Counsel

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		23,029.3037(1)	A	$0	221,728.2835	D
Common Stock, $1 2/3 Par Value	02/05/2026		F		11,754.1611	D	$93.14	209,974.1224	D
Common Stock, $1 2/3 Par Value	02/05/2026		M		21,436.676(2)	A	$0	231,410.7984	D
Common Stock, $1 2/3 Par Value	02/05/2026		F		10,940.2494	D	$93.14	220,470.549	D
Common Stock, $1 2/3 Par Value	02/05/2026		M		15,152.0314(3)	A	$0	235,622.5804	D
Common Stock, $1 2/3 Par Value	02/05/2026		F		6,126.1853	D	$93.14	229,496.3951	D
Common Stock, $1 2/3 Par Value								1,290.73(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			23,029.3037	(6)	(6)	Common Stock, $1 2/3 Par Value	23,029.3037	$0	0	D
Restricted Share Right	(5)	02/05/2026		M			21,436.676	(7)	(7)	Common Stock, $1 2/3 Par Value	21,436.676	$0	21,435.6296	D
Restricted Share Right	(5)	02/05/2026		M			15,152.0314	(8)	(8)	Common Stock, $1 2/3 Par Value	15,152.0314	$0	30,302.0202	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.

	Ellen R. Patterson, by Meghan Daly, as Attorney-in-Fact	02/09/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did WFC executive Ellen R. Patterson report on February 5, 2026?

Ellen R. Patterson reported vesting of several Restricted Share Rights that converted into Wells Fargo common stock, plus share withholdings for taxes. These transactions reflect routine equity compensation activity rather than open-market buying or selling by the executive.

How many Wells Fargo (WFC) shares does Ellen R. Patterson own after these Form 4 transactions?

After the reported transactions, Ellen R. Patterson directly owned 229,496.3951 shares of Wells Fargo common stock. She also held 1,290.73 share equivalent units indirectly through the Wells Fargo ESOP Fund under the company’s 401(k) Plan as of January 30, 2026.

What is a Restricted Share Right (RSR) in the Wells Fargo (WFC) Form 4 filing?

A Restricted Share Right is a contingent right to receive one share of Wells Fargo common stock. The filing notes these RSRs vest in three installments over specified dates, subject to the company’s Stock Ownership Policy and continued employment and post‑retirement holding requirements.

Were Wells Fargo (WFC) shares sold on the open market in this Ellen R. Patterson Form 4?

The filing shows share withholdings coded “F” at $93.14 per share to satisfy tax obligations on vested awards. These are issuer-related tax withholdings rather than discretionary open-market sales initiated by the executive in the secondary market.

What do the vesting schedules in Ellen R. Patterson’s WFC Form 4 indicate?

Footnotes show her RSR grants vest in three equal installments across specified dates between 2024 and 2028. Each vesting represents one-third of the original grant plus reinvested dividend equivalents, aligning compensation with long-term stock ownership requirements.