Wells Fargo (NYSE: WFC) CEO logs RSR vesting and common share disposals

Rhea-AI Filing Summary

Wells Fargo & Company Chairman and CEO Charles W. Scharf reported multiple equity transactions on February 5, 2026. Several Restricted Share Rights converted into common stock at an exercise price of $0, including 47,075.399, 49,396.6478, and 31,766.0884 common shares.

On the same date, Scharf disposed of 23,315.9448, 26,155.525, and 16,820.1439 common shares at $93.14 per share. After these transactions, he held 1,118,180.6898 common shares directly, plus 418.46 shares indirectly through a 401(k) plan and 103 shares through a trust.

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^*

SCHARF CHARLES W

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

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		47,075.399(1)	A	$0	1,103,309.5673	D
Common Stock, $1 2/3 Par Value	02/05/2026		F		23,315.9448	D	$93.14	1,079,993.6225	D
Common Stock, $1 2/3 Par Value	02/05/2026		M		49,396.6478(2)	A	$0	1,129,390.2703	D
Common Stock, $1 2/3 Par Value	02/05/2026		F		26,155.525	D	$93.14	1,103,234.7453	D
Common Stock, $1 2/3 Par Value	02/05/2026		M		31,766.0884(3)	A	$0	1,135,000.8337	D
Common Stock, $1 2/3 Par Value	02/05/2026		F		16,820.1439	D	$93.14	1,118,180.6898	D
Common Stock, $1 2/3 Par Value								418.46(4)	I	Through 401(k) Plan
Common Stock, $1 2/3 Par Value								103	I	Through Trust

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			47,075.399	(6)	(6)	Common Stock, $1 2/3 Par Value	47,075.399	$0	0	D
Restricted Share Right	(5)	02/05/2026		M			49,396.6478	(7)	(7)	Common Stock, $1 2/3 Par Value	49,396.6478	$0	49,396.6477	D
Restricted Share Right	(5)	02/05/2026		M			31,766.0884	(8)	(8)	Common Stock, $1 2/3 Par Value	31,766.0884	$0	63,532.1559	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.

	Charles W. Scharf, by Meghan Daly, as Attorney-in-Fact	02/09/2026
	** Signature of Reporting Person	Date
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FAQ

What insider activity did WFC CEO Charles Scharf report on February 5, 2026?

Charles Scharf reported vesting of several Restricted Share Rights into Wells Fargo common stock and related share disposals on February 5, 2026. These transactions changed the mix of his equity holdings while keeping a large remaining direct ownership position in the company.

How many Wells Fargo shares did Charles Scharf acquire through RSR conversions?

On February 5, 2026, Scharf acquired common stock from Restricted Share Rights in three tranches of 47,075.399, 49,396.6478, and 31,766.0884 shares at a conversion price of $0. Each RSR represents a contingent right to receive one share of Wells Fargo common stock.

At what price were Charles Scharf’s reported WFC share disposals executed?

The reported disposals of Wells Fargo common stock on February 5, 2026 were executed at $93.14 per share. These transactions reduced his directly held shares after the RSR conversions while documenting the exact per-share price for the disposed shares.

What is Charles Scharf’s direct Wells Fargo shareholding after these transactions?

Following the reported February 5, 2026 transactions, Charles Scharf directly held 1,118,180.6898 shares of Wells Fargo common stock. This figure reflects the net result after multiple RSR conversions into stock and subsequent disposals recorded on the same date.

Does Charles Scharf hold any Wells Fargo shares indirectly?

Yes. After the February 5, 2026 activity, Scharf indirectly held 418.46 share equivalents through a 401(k) plan and 103 shares through a trust. These indirect positions are reported separately from his more than one million directly owned Wells Fargo shares.

What are Restricted Share Rights (RSRs) in the Wells Fargo CEO’s Form 4?

Each Restricted Share Right represents a contingent right to receive one share of Wells Fargo common stock. The footnotes state that these RSRs vest in three installments over specified dates, with associated stock ownership policy holding requirements for the recipient.