Carr Muneera S 4

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.