Carr Muneera S 4
4 · WELLS FARGO & COMPANY/MN · Filed Feb 9, 2026
Research Summary
AI-generated summary of this filing
Wells Fargo EVP Muneera Carr Exercises RSRs; Shares Sold for Taxes
What Happened
Muneera S. Carr, EVP, Chief Accounting Officer & Controller of Wells Fargo (WFC), had restricted share rights (RSRs) vest on February 5, 2026 and converted them into common shares. A total of 23,503.518 shares were acquired on conversion (no cash exercise price). To satisfy tax withholding obligations, 7,101.95 shares were surrendered/withheld at $93.14 per share, representing $661,476. Net shares delivered to Carr were approximately 16,401.568.
Key Details
- Transaction date: February 5, 2026 (filed Feb 9, 2026 — filing appears timely).
- Conversion/exercise entries (code M): 9,097.561 + 8,376.183 + 6,029.774 = 23,503.518 shares acquired @ $0.00 (RSR conversions).
- Tax withholding (code F): 3,019.691 + 1,846.25 + 2,236.009 = 7,101.95 shares disposed @ $93.14, totaling $661,476.
- Net shares received after withholding: ~16,401.568.
- Footnotes: these were Restricted Share Rights (RSRs) vesting (one-fourth installment) from grants dated Jan 24, 2023; Jan 23, 2024; and Jan 28, 2025 (see F1–F3, F5–F8). RSRs convert to one share each; vesting schedule and the company’s stock‑ownership holding requirement apply.
- Transaction codes explained: M = exercise/conversion of derivative (RSR conversion); F = payment of tax liability (share withholding).
- Post-transaction total holdings are not specified in the filing.
Context
These transactions are routine vesting and conversion of restricted share awards with share withholding to cover taxes (a common practice, not an open-market sale indicating trading intent). Because RSRs have no cash exercise price, the conversions show as $0 acquired and the disposals reflect only the shares withheld to satisfy tax obligations.
Insider Transaction Report
- Exercise/Conversion
Common Stock, $1 2/3 Par Value
[F1]2026-02-05+9,097.561→ 89,289.865 total - Tax Payment
Common Stock, $1 2/3 Par Value
2026-02-05$93.14/sh−3,019.691$281,254→ 86,270.175 total - Exercise/Conversion
Common Stock, $1 2/3 Par Value
[F2]2026-02-05+8,376.183→ 94,646.358 total - Tax Payment
Common Stock, $1 2/3 Par Value
2026-02-05$93.14/sh−1,846.25$171,960→ 92,800.108 total - Exercise/Conversion
Common Stock, $1 2/3 Par Value
[F3]2026-02-05+6,029.774→ 98,829.882 total - Tax Payment
Common Stock, $1 2/3 Par Value
2026-02-05$93.14/sh−2,236.009$208,262→ 96,593.873 total - Exercise/Conversion
Restricted Share Right
[F5][F6]2026-02-05−9,097.561→ 9,096.517 total→ Common Stock, $1 2/3 Par Value (9,097.561 underlying) - Exercise/Conversion
Restricted Share Right
[F5][F7]2026-02-05−8,376.183→ 16,751.353 total→ Common Stock, $1 2/3 Par Value (8,376.183 underlying) - Exercise/Conversion
Restricted Share Right
[F5][F8]2026-02-05−6,029.774→ 18,086.355 total→ Common Stock, $1 2/3 Par Value (6,029.774 underlying)
- 1,263.92(indirect: By 401(k))
Common Stock, $1 2/3 Par Value
[F4]
Footnotes (8)
- [F1]Number of shares represents a Restricted Share Right ("RSR") vesting on February 5, 2026. Original grant date was January 24, 2023. This vesting represents one-fourth of the original amount of RSRs granted (plus reinvested dividend equivalents).
- [F2]Number of shares represents a RSR vesting on February 5, 2026. Original grant date was January 23, 2024. This vesting represents one-fourth of the original amount of RSRs granted (plus reinvested dividend equivalents).
- [F3]Number of shares represents a RSR vesting on February 5, 2026. Original grant date was January 28, 2025. This vesting represents one-fourth of the original amount of RSRs granted (plus reinvested dividend equivalents).
- [F4]Reflects share equivalent of units in the Wells Fargo ESOP Fund under the 401(k) Plan (the "Plan") as of January 30, 2026, as if investable cash equivalents held by the Plan were fully invested in Wells Fargo & Company (the "Company") common stock.
- [F5]Each RSR represents a contingent right to receive one share of Company common stock.
- [F6]These RSRs vest in four installments: one-fourth on 2/5/2024, 2/5/2025, 2/5/2026, and 2/5/2027. 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.
- [F7]These RSRs vest in four installments: one-fourth on 2/5/2025, 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.
- [F8]These RSRs vest in four installments: one-fourth on 2/5/2026, 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.