WELLS FARGO & COMPANY/MN·4

Feb 9, 5:07 PM ET

Ling Bei 4

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

Research Summary

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Wells Fargo (WFC) Sr. EVP Ling Bei Exercises RSRs; Shares Withheld

What Happened

  • Ling Bei, Senior Executive Vice President at Wells Fargo (WFC), had restricted share rights (RSRs) vest on February 5, 2026 and the RSRs converted into common shares. A total of 33,207.729 shares were acquired upon conversion (three RSR tranches). To satisfy tax withholding obligations, 15,337.638 shares were withheld/disposed at $93.14 per share, totaling $1,428,548.
  • These transactions are reported as M (exercise/conversion of derivative/RSR) for the vesting/conversion and F (payment of exercise price or tax liability) for the shares withheld. This was vesting and tax-withholding activity (routine), not an open-market purchase or a discretionary sale for investment purposes.

Key Details

  • Transaction date: February 5, 2026; Form 4 filed February 9, 2026 (appears timely).
  • Shares acquired via conversion/vesting: 33,207.729 shares (three tranches).
  • Shares withheld for taxes (disposed): 15,337.638 shares at $93.14 each = $1,428,548 total.
  • Shares owned after transaction: Not stated in the provided filing excerpt.
  • Footnotes: RSRs came from grants dated Jan 24, 2023; Jan 23, 2024; and Jan 28, 2025 (each vesting in three installments, this representing the one-third vesting on 2/5/2026). Each RSR equals a contingent right to one share. Reporting person agreed to hold required shares per the company's Stock Ownership Policy.
  • Transaction codes: M = exercise/conversion of derivative; F = tax withholding. These indicate a vesting/settlement with cashless withholding to cover taxes.

Context

  • RSRs are restricted share rights that convert to common stock upon vesting; withholding of shares to cover taxes is a common, routine practice and does not necessarily indicate a view on the company’s stock.
  • This was not an open-market sale or a purchase by the insider — it was vesting plus tax-related share withholding.

Insider Transaction Report

Form 4
Period: 2026-02-05
Ling Bei
Sr. Executive Vice President
Transactions
  • Exercise/Conversion

    Common Stock, $1 2/3 Par Value

    [F1]
    2026-02-05+11,241.85486,153.971 total
  • Tax Payment

    Common Stock, $1 2/3 Par Value

    2026-02-05$93.14/sh5,736.296$534,27980,417.676 total
  • Exercise/Conversion

    Common Stock, $1 2/3 Par Value

    [F2]
    2026-02-05+12,861.37893,279.053 total
  • Tax Payment

    Common Stock, $1 2/3 Par Value

    2026-02-05$93.14/sh4,956.354$461,63588,322.699 total
  • Exercise/Conversion

    Common Stock, $1 2/3 Par Value

    [F3]
    2026-02-05+9,104.49797,427.196 total
  • Tax Payment

    Common Stock, $1 2/3 Par Value

    2026-02-05$93.14/sh4,644.988$432,63492,782.208 total
  • Exercise/Conversion

    Restricted Share Right

    [F5][F6]
    2026-02-0511,241.8540 total
    Common Stock, $1 2/3 Par Value (11,241.854 underlying)
  • Exercise/Conversion

    Restricted Share Right

    [F5][F7]
    2026-02-0512,861.37812,861.378 total
    Common Stock, $1 2/3 Par Value (12,861.378 underlying)
  • Exercise/Conversion

    Restricted Share Right

    [F5][F8]
    2026-02-059,104.49718,206.951 total
    Common Stock, $1 2/3 Par Value (9,104.497 underlying)
Holdings
  • Common Stock, $1 2/3 Par Value

    [F4]
    (indirect: By 401(k))
    407.63
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-third 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-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]Each RSR represents a contingent right to receive one share of Company common stock.
  • [F6]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.
  • [F7]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.
  • [F8]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.
Signature
Bei Ling, by Meghan Daly, as Attorney-in-Fact|2026-02-09

Documents

1 file
  • 4
    form4.xmlPrimary

    PRIMARY DOCUMENT