WELLS FARGO & COMPANY/MN·4

Feb 9, 5:05 PM ET

Hranicky Kyle G 4

4 · WELLS FARGO & COMPANY/MN · Filed Feb 9, 2026

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Wells Fargo (WFC) Sr. EVP Kyle Hranicky Receives Vesting, Withholds Shares

What Happened
Kyle G. Hranicky, Senior Executive Vice President of Wells Fargo & Company (WFC), had restricted share rights (RSRs) vest on February 5, 2026. A total of 34,829.863 shares were converted/issued (three separate vesting events) and 12,643.18 of those shares were surrendered/withheld to satisfy tax obligations at a per-share valuation of $93.14, resulting in roughly $1,177,586 in tax withholding proceeds. The underlying transactions are conversions of RSRs (derivative exercises, code M) with share withholding for taxes (code F).

Key Details

  • Transaction date: February 5, 2026; Form 4 filed February 9, 2026 (timely within required business days).
  • Shares vested/converted (acquired): 34,829.863 shares (three RSR vesting events: 13,767.120; 11,519.885; 9,542.858).
  • Shares withheld/sold for taxes (disposed): 12,643.180 shares (5,618.958; 3,089.285; 3,934.937) at $93.14 each; total value ≈ $1,177,586.
  • Net new shares retained after withholding: ~22,186.683 shares (34,829.863 acquired − 12,643.18 withheld).
  • Footnotes: These were Restricted Share Rights (RSRs) from multiple grant dates (Jan 24, 2023; Jan 23, 2024; Jan 28, 2025). Vesting represented one‑third of each original grant (plus reinvested dividend equivalents). Each RSR converts to one share (F8). The reporting person agreed to hold shares while employed and for one year after retirement per the Company’s Stock Ownership Policy (F10/F11/F9).
  • Filing timeliness: Filed Feb 9, 2026 for Feb 5 transaction—within the standard two business‑day Form 4 window (not noted as late).

Context
These entries are vesting of restricted share awards (not open‑market purchases or discretionary sales). The conversion/issuance is recorded as derivative exercise (M) at $0 because RSRs convert into shares; the F code reflects shares surrendered/withheld to cover tax liabilities (a common, routine administrative step). This activity signals receipt of compensation rather than a directional bet on the stock.

Insider Transaction Report

Form 4
Period: 2026-02-05
Hranicky Kyle G
Sr. Executive Vice President
Transactions
  • Exercise/Conversion

    Common Stock, $1 2/3 Par Value

    [F1]
    2026-02-05+13,767.1288,347.629 total
  • Tax Payment

    Common Stock, $1 2/3 Par Value

    2026-02-05$93.14/sh5,618.958$523,35082,728.671 total
  • Exercise/Conversion

    Common Stock, $1 2/3 Par Value

    [F2]
    2026-02-05+11,519.88594,248.557 total
  • Tax Payment

    Common Stock, $1 2/3 Par Value

    2026-02-05$93.14/sh3,089.285$287,73691,159.272 total
  • Exercise/Conversion

    Common Stock, $1 2/3 Par Value

    [F3]
    2026-02-05+9,542.858100,702.13 total
  • Tax Payment

    Common Stock, $1 2/3 Par Value

    2026-02-05$93.14/sh3,934.937$366,50096,767.193 total
  • Exercise/Conversion

    Restricted Share Right

    [F8][F9]
    2026-02-0513,767.120 total
    Common Stock, $1 2/3 Par Value (13,767.12 underlying)
  • Exercise/Conversion

    Restricted Share Right

    [F8][F10]
    2026-02-0511,519.88511,519.885 total
    Common Stock, $1 2/3 Par Value (11,519.885 underlying)
  • Exercise/Conversion

    Restricted Share Right

    [F8][F11]
    2026-02-059,542.85819,083.739 total
    Common Stock, $1 2/3 Par Value (9,542.858 underlying)
Holdings
  • Common Stock, $1 2/3 Par Value

    [F4]
    (indirect: By 401(k))
    36,935.5
  • Common Stock, $1 2/3 Par Value

    [F5]
    (indirect: By Trust)
    4,470
  • Common Stock, $1 2/3 Par Value

    [F5]
    (indirect: By Trust)
    4,470
  • Common Stock, $1 2/3 Par Value

    [F5]
    (indirect: By Trust)
    4,470
  • Common Stock, $1 2/3 Par Value

    [F6]
    (indirect: Through PCK Family Holdings LP)
    114,029
  • Common Stock, $1 2/3 Par Value

    [F7]
    (indirect: By Trust)
    2,225
Footnotes (11)
  • [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-third of the original amount of RSRs granted (plus reinvested dividend equivalents).
  • [F10]These RSRs vest in three installments: one-third on 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.
  • [F11]These RSRs vest in three installments: one-third on 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.
  • [F2]Number of shares represents a RSR vesting on February 5, 2026. Original grant date was January 23, 2024. This vesting represents one-third 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-third 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]The reporting person disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein, if any.
  • [F6]The reporting person and his spouse jointly control the general partner of the limited partnership.
  • [F7]Held in trust for the benefit of the reporting person's children. The reporting person disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein, if any.
  • [F8]Each RSR represents a contingent right to receive one share of Company common stock.
  • [F9]These RSRs vest in three installments: one-third on 2/5/2024, 2/5/2025, and 2/5/2026. 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
Kyle G. Hranicky, by Meghan Daly, as Attorney-in-Fact|2026-02-09

Documents

1 file
  • 4
    form4.xmlPrimary

    PRIMARY DOCUMENT