WELLS FARGO & COMPANY/MN SEC Filings

Wells Fargo & Company executive Derek A. Flowers reported an equity award of 49,319 Restricted Share Rights (RSRs) on Company common stock dated 01/27/2026. The award was granted at a price of $0 per RSR and is held directly.

Each RSR represents a contingent right to receive one share of Wells Fargo common stock. These RSRs vest in three installments, with one-third vesting on 02/05/2027, 02/05/2028, and 02/05/2029, subject to continued employment and the Company’s stock ownership policy.

Flowers also reports indirect beneficial ownership of Wells Fargo securities through a 401(k) Plan, a spouse’s IRA, and a trust, along with 25 preferred shares, Series L, indicating additional existing exposure rather than new market purchases.

Wells Fargo & Company senior executive Kristy Fercho received an equity grant of 27,619 Restricted Share Rights on January 27, 2026. Each right represents a contingent claim to one share of Wells Fargo common stock.

These rights vest in three equal installments on February 5, 2027, February 5, 2028, and February 5, 2029. After this grant, she beneficially owns 65,914.3078 shares of common stock directly, plus 736.51 share equivalents held indirectly through the company’s 401(k) plan.

Wells Fargo & Company reported an equity award for Sr. Executive Vice President Bridget E. Engle. On 01/27/2026 she was granted 41,428 Restricted Share Rights (RSRs), each representing a contingent right to receive one share of common stock at no purchase price.

The RSRs vest in three equal installments on 02/05/2027, 02/05/2028, and 02/05/2029, and she agreed to hold company shares in line with Wells Fargo’s Stock Ownership Policy while employed and for one year after retirement. Following the reported transactions, she directly beneficially owned 55,536.3176 shares of Wells Fargo common stock, including shares acquired through a dividend reinvestment program.

Wells Fargo & Company executive Muneera S. Carr, EVP, CAO & Controller, reported an equity award of 23,955 Restricted Share Rights (RSRs) on common stock dated 01/27/2026. Each RSR represents the right to receive one share of Wells Fargo common stock.

The 23,955 RSRs vest in four equal installments on 02/05/2027, 02/05/2028, 02/05/2029, and 02/05/2030, subject to continued employment and the company’s stock ownership policy, which requires her to hold shares during employment and for one year after retirement.

After this grant, Carr reports direct beneficial ownership of 23,955 derivative securities (RSRs), 80,192.3046 shares of common stock held directly, and 1,263.37 share equivalents held indirectly through the company’s 401(k) ESOP fund as of December 31, 2025.

Wells Fargo & Company disclosed that its independent directors approved total 2025 compensation of $40 million for Chairman and CEO Charles W. Scharf. The board’s decision followed a “rigorous and holistic” review of company and individual performance across financial and non‑financial measures.

The board highlighted major regulatory progress in 2025, including closing 7 regulatory consent orders and the Federal Reserve’s removal of Wells Fargo’s asset cap, alongside enhancements to risk and control infrastructure. Financially, net income rose to $21.3 billion, diluted EPS grew 17%, fee-based revenue increased 5%, and return on equity improved to 12.4% from 11.4% in 2024.

The company returned about $23 billion of capital to shareholders in 2025, including $18 billion of share repurchases and a 13% increase in the quarterly common dividend per share. Mr. Scharf’s package includes a $2.5 million base salary and $37.5 million in variable compensation, split between $9.375 million in cash and $28.125 million in long-term equity awards, 65% as performance shares and 35% as restricted share rights. Wells Fargo also set a new medium‑term return on average tangible common equity target of 17–18%.

Wells Fargo & Company is issuing senior unsecured notes due January 30, 2031 with a fixed interest rate of 4.30% per year. Each note has a $1,000 original offering price, with total issuance of $6,000,000 and net proceeds of $5,961,000 after agent discounts.

Interest is paid semi-annually on January 30 and July 30, starting July 30, 2026. Wells Fargo may redeem all of the notes at 100% of principal plus accrued interest on any January 30 or July 30 from January 30, 2028 through July 30, 2030, which may limit investors’ ability to benefit from higher coupon income over the full term.

The notes will not be listed on any securities exchange, so liquidity may be limited and resale prices may be below the original offering price. Payments depend entirely on Wells Fargo’s credit; if Wells Fargo defaults, investors could lose some or all of their investment. The notes are expected to be treated as debt for U.S. federal income tax purposes without original issue discount.

Wells Fargo & Company is offering $300 million of senior unsecured medium-term notes, Series T, due January 29, 2029. The notes are issued in $1,000 denominations at an original offering price of $1,000 per note and pay fixed interest of 4.10% per annum.

Interest is paid semi-annually on January 29 and July 29, starting July 29, 2026, with repayment of principal plus accrued interest at maturity unless earlier redeemed. Wells Fargo may, in whole but not in part, redeem the notes at 100% of principal plus accrued interest on optional redemption dates semi-annually from January 29, 2027 through July 29, 2028.

The notes are senior unsecured obligations of Wells Fargo, are not insured by any governmental agency, and all payments are subject to Wells Fargo’s credit risk. The notes will not be listed on any securities exchange, and a secondary trading market is not expected, so investors should be prepared to hold to maturity.

Wells Fargo & Company is offering senior unsecured medium-term notes with a fixed interest rate of 4.10% per year. Each note has a $1,000 original offering price and is part of Wells Fargo’s Medium-Term Notes, Series T. Interest is paid in cash semi-annually on January 29 and July 29, starting July 29, 2026, until the stated maturity on January 29, 2029, plus any accrued and unpaid interest at maturity.

Wells Fargo may redeem the notes early, in whole but not in part, at 100% of principal plus accrued interest on semi-annual optional redemption dates from January 29, 2027 through July 29, 2028, subject to any required regulatory approval. The notes are unsecured obligations of Wells Fargo, are not insured by any governmental agency, will not be listed on any securities exchange, and all payments are subject to Wells Fargo’s credit risk, meaning investors could lose some or all of their investment if Wells Fargo defaults.

Wells Fargo & Company filed a current report to document the issuance of four tranches of Medium-Term Notes, Series Y, under its existing shelf Registration Statement on Form S-3. On January 23, 2026, the company issued $500,000,000 of Senior Redeemable Floating Rate Notes due January 23, 2030, $2,000,000,000 of Senior Redeemable Fixed-to-Floating Rate Notes due January 23, 2030, $3,500,000,000 of Senior Redeemable Fixed-to-Floating Rate Notes due January 23, 2037, and $2,000,000,000 of Senior Redeemable Fixed-to-Floating Rate Notes due January 23, 2047. The filing primarily serves to place on record the forms of the Notes and a legal opinion from Faegre Drinker Biddle & Reath LLP regarding the validity of these securities, along with the related consent and technical exhibit materials.