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 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.
Wells Fargo & Company filed a current report to distribute a court-ordered notice about a proposed settlement of a shareholder derivative action. A U.S. District Court in the Northern District of California issued an order on January 13, 2026 granting preliminary approval of the settlement and directing that the Notice of Pendency and Proposed Settlement of Derivative Action be provided.
The notice, filed as Exhibit 99.1, concerns shareholder derivative litigation related to the company’s home mortgage lending practices and its diversity-related hiring practices. This filing itself does not describe settlement terms, financial impact, or governance changes, but formally makes the court-directed notice available to investors and the public.
Wells Fargo & Company director Ronald Sargent reported changes in his ownership of the bank’s securities. On 01/01/2026, he acquired 429.1845 Phantom Stock Units, each representing the right to receive one share of Wells Fargo common stock as part of deferred compensation, payable in a lump sum or installments based on his election. The filing also shows a disposition of 81 shares of Wells Fargo common stock.
After these transactions, Sargent beneficially owned 18,050 shares of common stock indirectly through a revocable trust and 69,351.5238 Phantom Stock Units directly, which include dividend equivalents that have been reinvested in additional Phantom Stock Units.
Wells Fargo & Company director reports additional stock-based compensation. Director Wayne M. Hewett acquired 181.0622 phantom stock units tied to Wells Fargo common stock on 01/01/2026. The units are shown with a derivative security price of $93.2 and are held as deferred compensation, payable in a lump sum or installments based on the director’s election.
Each phantom stock unit represents the right to receive one share of Wells Fargo common stock, and the total direct beneficial ownership after this transaction is 40,707.6522 phantom stock units. This total includes dividend equivalents that were reinvested into additional phantom stock units over time.
Wells Fargo & Company director Steven D. Black reported routine changes in his equity-linked holdings. On 01/01/2026, he acquired 965.6653 Phantom Stock Units, each representing the right to receive one share of Wells Fargo common stock. The units are tied to deferred compensation that can be paid in a lump sum or installments based on the director’s election, and the holding total now stands at 55,250.0604 Phantom Stock Units. The filing notes that his common stock position includes shares acquired through a dividend reinvestment program, reflecting ongoing automatic reinvestment rather than open‑market trading.