SCHARF CHARLES W 4

4 · WELLS FARGO & COMPANY/MN · Filed Jan 29, 2026

AI-generated summary of this filing

Updated Jan 29, 2026

Wells Fargo CEO Charles Scharf Receives Award of 110,966 Shares

What Happened

Charles W. Scharf, Chairman and CEO (and Director) of Wells Fargo & Company (WFC), was granted 110,966 restricted share rights (derivative award) on January 27, 2026. The grant is reported at $0.00 per share (no cash paid at grant). Each restricted share right (RSR) is a contingent right to receive one share of company common stock upon vesting.

Key Details

Transaction date: 2026-01-27; Form 4 filed: 2026-01-29 (timely filing).
Instrument/type: Award/Grant (derivative restricted share rights).
Quantity: 110,966 RSRs; reported price: $0.00; immediate cash value: $0.
Vesting: RSRs vest in three equal installments — 1/3 on 2/5/2027, 2/5/2028, and 2/5/2029 (per footnote).
Holding requirement: As a condition of the grant, Scharf agreed to hold required company shares while employed and for one year after retirement under the Company’s Stock Ownership Policy.
ESOP note: Part of the reported amount reflects 401(k) ESOP fund share equivalents as of 12/31/2025 (per footnote).
Shares owned after transaction: Not specified in the information provided.

Context

This was a compensation award (not a market purchase or sale). RSRs are contingent rights that convert to actual shares only as they vest; they are common executive equity compensation and do not indicate an immediate sale or cash transaction.
For retail investors, awards signal executive compensation alignment with shareholders but do not by themselves indicate insider buying or selling sentiment until/if shares are vested and sold.

Form 4

Period: 2026-01-27

DirectorChairman and CEO

Transactions

Award
Restricted Share Right
[F2][F3]
2026-01-27+110,966→ 110,966 total
→ Common Stock, $1 2/3 Par Value (110,966 underlying)

Holdings

Footnotes (3)

[F1]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.
[F2]Each Restricted Share Right ("RSR") represents a contingent right to receive one share of Company common stock.
[F3]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.

Signature

Charles W. Scharf, by Meghan Daly, as Attorney-in-Fact|2026-01-29

1 file