How do the Restricted Share Rights reported by WFC’s Barry Sommers vest?

The 48,332 Restricted Share Rights vest in three equal installments over time. One-third vests on February 5, 2027, one-third on February 5, 2028, and the final third on February 5, 2029, subject to continued compliance with Wells Fargo’s stock ownership policy.

Wells Fargo (WFC) Sr. EVP Barry Sommers receives 48,332 restricted share rights

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Wells Fargo & Company Senior Executive Vice President Barry Sommers reported a grant of 48,332 Restricted Share Rights on January 27, 2026. Each RSR represents a contingent right to receive one share of Wells Fargo common stock at an exercise price of $0.

The RSRs vest in three equal installments on February 5, 2027, February 5, 2028, and February 5, 2029, and are subject to the company’s stock ownership policy, including a holding requirement during employment and for one year after retirement. After this grant, Sommers directly beneficially owns 153,374.8728 shares of common stock and indirectly holds 892.19 share equivalents through the company’s 401(k) ESOP fund as of December 31, 2025.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Sommers Barry

Role Sr. Executive Vice President

Type	Security	Shares	Price	Value
Grant/Award	Restricted Share Right	48,332	$0.00	--
holding	Common Stock, $1 2/3 Par Value	--	--	--
holding	Common Stock, $1 2/3 Par Value	--	--	--

Holdings After Transaction: Restricted Share Right — 48,332 shares (Direct); Common Stock, $1 2/3 Par Value — 153,374.873 shares (Direct); Common Stock, $1 2/3 Par Value — 892.19 shares (Indirect, Through 401(k) Plan)

Footnotes (1)

Reflects share equivalent of units in the Wells Fargo ESOP Fund under the 401(k) Plan (the "Plan") as of December 31, 2025, as if investable cash equivalents held by the Plan were fully invested in Wells Fargo & Company (the "Company") common stock. Each Restricted Share Right ("RSR") represents a contingent right to receive one share of Company common stock. 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.

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Form 4 Insider Transactions: What Each Field Means →

01/29/2026 - 06:18 PM

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^*

Sommers Barry

(Last)

(First)

(Middle)

525 OKEECHOBEE BLVD

(Street)

WEST PALM BEACH

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)
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $1 2/3 Par Value								153,374.8728	D
Common Stock, $1 2/3 Par Value								892.19⁽¹⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Share Right	⁽²⁾	01/27/2026		A		48,332		⁽³⁾	⁽³⁾	Common Stock, $1 2/3 Par Value	48,332	$0	48,332	D

Explanation of Responses:

1. Reflects share equivalent of units in the Wells Fargo ESOP Fund under the 401(k) Plan (the "Plan") as of December 31, 2025, as if investable cash equivalents held by the Plan were fully invested in Wells Fargo & Company (the "Company") common stock.

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

3. 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.

	Barry Sommers, 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did WFC executive Barry Sommers report on this Form 4?

Barry Sommers reported receiving 48,332 Restricted Share Rights on January 27, 2026. Each right is a contingent claim to one share of Wells Fargo common stock, granted at an exercise price of $0 as part of his executive compensation.

What ongoing stock ownership requirements apply to Barry Sommers’ WFC award?

As a condition of receiving the Restricted Share Rights, Barry Sommers agreed to hold Wells Fargo common stock while employed and for one year after retirement. This holding must meet the company’s Stock Ownership Policy for senior leaders.

How many WFC common shares does Barry Sommers beneficially own after this transaction?

After the reported grant, Barry Sommers directly beneficially owns 153,374.8728 shares of Wells Fargo common stock. In addition, he indirectly holds 892.19 share equivalents through the Wells Fargo ESOP Fund under the company’s 401(k) Plan.

What is the nature of Barry Sommers’ indirect WFC holdings through the 401(k) Plan?

The 892.19 indirectly held units reflect share equivalents in the Wells Fargo ESOP Fund within the 401(k) Plan. The figure is calculated as of December 31, 2025, assuming all investable cash equivalents in the plan were fully invested in Wells Fargo common stock.

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

Barry Sommers is identified as a Senior Executive Vice President of Wells Fargo & Company. He is an officer of the issuer, not a director or 10% owner, and his reported equity awards relate to this executive leadership position.