Wells Fargo (WFC) EVP Kristy Fercho reports RSR vesting and tax share withholding

Rhea-AI Filing Summary

Wells Fargo & Company (WFC) reported insider equity transactions by Senior Executive Vice President Kristy Fercho. On 12/05/2025, several Restricted Share Rights (RSRs) converted into common stock at no cost to her, while the company withheld shares at a price of $90.21 to cover FICA taxes tied to her retirement eligibility. Following these transactions, she directly held about 65,914.3078 shares of common stock and an additional 733.36 share equivalent units through the 401(k) ESOP fund. She also continued to hold RSR awards covering 5,911.6494, 16,398.8066, and 15,360.6826 underlying shares, vesting annually in thirds from 2/5/2024 through 2/5/2028 under the company’s stock ownership policy.

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)
12/05/2025

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	12/05/2025		M		203.1171	A	$0	66,117.4249(1)	D
Common Stock, $1 2/3 Par Value	12/05/2025		F		203.1171(2)	D	$90.21	65,914.3078	D
Common Stock, $1 2/3 Par Value	12/05/2025		M		563.4368	A	$0	66,477.7446	D
Common Stock, $1 2/3 Par Value	12/05/2025		F		563.4368(2)	D	$90.21	65,914.3078	D
Common Stock, $1 2/3 Par Value	12/05/2025		M		527.757	A	$0	66,442.0648	D
Common Stock, $1 2/3 Par Value	12/05/2025		F		527.757(2)	D	$90.21	65,914.3078	D
Common Stock, $1 2/3 Par Value								733.36(3)	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	(4)	12/05/2025		M			203.1171(5)	(5)	(5)	Common Stock, $1 2/3 Par Value	203.1171	$0	5,911.6494	D
Restricted Share Right	(4)	12/05/2025		M			563.4368(6)	(6)	(6)	Common Stock, $1 2/3 Par Value	563.4368	$0	16,398.8066	D
Restricted Share Right	(4)	12/05/2025		M			527.757(7)	(7)	(7)	Common Stock, $1 2/3 Par Value	527.757	$0	15,360.6826	D

Explanation of Responses:

1. Includes shares acquired under a dividend reinvestment program since the reporting person's most recent filing on Form 4.

2. Represents the withholding of shares by Wells Fargo & Company (the "Company") to satisfy FICA taxes arising from the reporting person becoming retirement eligible.

3. Reflects share equivalent of units in the Wells Fargo ESOP Fund under the 401(k) Plan (the "Plan") as of November 28, 2025, as if investable cash equivalents held by the Plan were fully invested in Company common stock.

4. Each Restricted Share Right ("RSR") represents a contingent right to receive one share of Company common stock.

5. 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. The vesting amount and number of derivative securities in column 5 reflect the withholding of RSRs for payment of FICA taxes.

6. 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. The vesting amount and number of derivative securities in column 5 reflect the withholding of RSRs for payment of FICA taxes.

7. 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. The vesting amount and number of derivative securities in column 5 reflect the withholding of RSRs for payment of FICA taxes.

Remarks:

Exhibit 24 - Power of Attorney

	Kristy Fercho, by Ryan T. Tollgaard, as Attorney-in-Fact	12/09/2025
	** 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).
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FAQ

What insider transaction does this Form 4 report for WFC?

The filing reports multiple transactions on 12/05/2025 in which Senior Executive Vice President Kristy Fercho had Restricted Share Rights convert into Wells Fargo common stock, with some shares withheld by the company to pay FICA taxes.

How many Wells Fargo (WFC) shares does Kristy Fercho hold after these transactions?

After the reported transactions, Kristy Fercho directly owned 65,914.3078 shares of Wells Fargo common stock and held 733.36 share equivalent units indirectly through the company’s 401(k) ESOP fund.

What was the purpose of the share withholding at $90.21 in the WFC Form 4?

Shares were withheld by Wells Fargo & Company at a price of $90.21 per share to satisfy FICA tax obligations arising from Kristy Fercho becoming retirement eligible, as explained in the footnotes.

What are the Restricted Share Rights (RSRs) reported for Wells Fargo (WFC)?

Each Restricted Share Right (RSR) represents a contingent right to receive one share of Wells Fargo common stock. The filing shows RSR blocks covering 203.1171, 563.4368, and 527.757 shares vesting and being settled into stock on 12/05/2025.

What are the vesting schedules for the WFC RSR awards held by Kristy Fercho?

One RSR grant vests in three equal installments on 2/5/2024, 2/5/2025, and 2/5/2026; a second 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.

What ongoing stock ownership requirements apply to this WFC executive?

As a condition of the RSR grants, Kristy Fercho agreed to hold shares of Wells Fargo common stock while employed and for one year after retirement, in line with the company’s Stock Ownership Policy.