SCHARF CHARLES W 4

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.