Wells Fargo (NYSE: WFC) CEO Charles Scharf details 3,553-share Form 4

Rhea-AI Filing Summary

Wells Fargo & Company Chairman and CEO Charles W. Scharf reported routine equity transactions involving restricted share rights and related tax withholding. On 12/05/2025, 3,553.0572 restricted share rights were converted into common stock at an exercise price of $0, increasing his directly held common stock before withholding. The same 3,553.0572 shares were then withheld and disposed of at $90.21 per share to cover FICA taxes tied to his retirement eligibility, leaving him with 1,056,234.1683 shares of common stock held directly.

He also reports indirect holdings of 416.49 share equivalents through the Wells Fargo 401(k) Plan and 103 shares held through a trust. The filing notes that each restricted share right represents one share of common stock and that the broader award vests in three installments on 2/5/2026, 2/5/2027, and 2/5/2028, subject to 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^*

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)
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		3,553.0572	A	$0	1,059,787.2255(1)	D
Common Stock, $1 2/3 Par Value	12/05/2025		F		3,553.0572(2)	D	$90.21	1,056,234.1683	D
Common Stock, $1 2/3 Par Value								416.49(3)	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	(4)	12/05/2025		M			3,553.0572(5)	(5)	(5)	Common Stock, $1 2/3 Par Value	3,553.0572	$0	95,298.2443	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 2/5/2026, 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.

	Charles W. Scharf, by Ryan T. Tollgaard, as Attorney-in-Fact	12/09/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Wells Fargo (WFC) report for its CEO?

Wells Fargo reported that Charles W. Scharf, its Chairman and CEO, converted 3,553.0572 restricted share rights into common stock and had the same number of shares withheld to cover FICA taxes.

How many Wells Fargo (WFC) shares were involved in Charles Scharf's tax withholding?

The filing shows that 3,553.0572 shares of Wells Fargo common stock were withheld and disposed of at $90.21 per share to satisfy FICA tax obligations.

How many Wells Fargo (WFC) shares does Charles Scharf own after this Form 4 transaction?

After the reported transactions, Charles Scharf directly owns 1,056,234.1683 shares of Wells Fargo common stock, plus indirect holdings through a 401(k) plan and a trust.

What indirect Wells Fargo (WFC) holdings does Charles Scharf report?

He reports 416.49 share equivalents in the Wells Fargo ESOP Fund under the 401(k) Plan and 103 shares held through a trust.

What are the terms of Charles Scharf's restricted share rights at Wells Fargo (WFC)?

Each Restricted Share Right (RSR) represents a contingent right to receive one share of Wells Fargo common stock. The RSRs referenced here vest in three equal installments on 2/5/2026, 2/5/2027, and 2/5/2028.

Why did Wells Fargo (WFC) withhold shares from Charles Scharf in this Form 4?

The company withheld 3,553.0572 shares to satisfy FICA taxes arising from Charles Scharf becoming retirement eligible, as stated in the explanation of responses.

Does this Wells Fargo (WFC) Form 4 indicate a sale of shares on the open market?

The Form 4 describes share withholding for tax purposes and related derivative activity, rather than a discretionary open-market sale by Charles Scharf.