Patterson Ellen R 4
4 · WELLS FARGO & COMPANY/MN · Filed Feb 9, 2026
Research Summary
AI-generated summary of this filing
Wells Fargo (WFC) GC Ellen Patterson Exercises RSRs, Sells Shares for Taxes
What Happened
Ellen R. Patterson, Senior EVP and General Counsel of Wells Fargo (WFC), had Restricted Share Rights (RSRs) vest on Feb 5, 2026 and converted those rights into common shares (23,029.304; 21,436.676; and 15,152.031 shares — total 59,618.011). To satisfy tax withholding, she disposed (surrendered/sold) 11,754.161; 10,940.249; and 6,126.185 shares — total 28,820.595 shares — at $93.14 per share, resulting in approximately $2,684,351 withheld/paid.
Key Details
- Transaction date: Feb 5, 2026; Form filed Feb 9, 2026 (reporting the Feb 5 transactions).
- Acquisitions: 59,618.011 shares via conversion of RSRs (exercise/conversion code M) at $0.00 (no cash exercise price).
- Disposals for tax withholding: 28,820.595 shares (code F) at $93.14, totaling ~$2,684,351.
- Shares owned after transaction: not reported in the provided filing details.
- Relevant footnotes: F1–F3 confirm these were vested RSRs (one‑third vesting installments from grants in 2023, 2024, 2025); F5 notes each RSR equals one share; F6–F8 outline the original vesting schedules and holding requirements while employed and for one year post‑retirement.
- Transaction codes explained: M = exercise/conversion of a derivative (RSR); F = payment of exercise price or tax liability (share surrender to cover taxes).
Context
This was a standard compensation vesting and tax‑withholding event (RSRs converting to shares and a portion surrendered to cover taxes), not an open‑market purchase or a voluntary sale for investment reasons. Such tax-withholding share surrenders are routine and do not necessarily indicate a change in insider sentiment.
Insider Transaction Report
- Exercise/Conversion
Common Stock, $1 2/3 Par Value
[F1]2026-02-05+23,029.304→ 221,728.284 total - Tax Payment
Common Stock, $1 2/3 Par Value
2026-02-05$93.14/sh−11,754.161$1,094,783→ 209,974.122 total - Exercise/Conversion
Common Stock, $1 2/3 Par Value
[F2]2026-02-05+21,436.676→ 231,410.798 total - Tax Payment
Common Stock, $1 2/3 Par Value
2026-02-05$93.14/sh−10,940.249$1,018,975→ 220,470.549 total - Exercise/Conversion
Common Stock, $1 2/3 Par Value
[F3]2026-02-05+15,152.031→ 235,622.58 total - Tax Payment
Common Stock, $1 2/3 Par Value
2026-02-05$93.14/sh−6,126.185$570,593→ 229,496.395 total - Exercise/Conversion
Restricted Share Right
[F5][F6]2026-02-05−23,029.304→ 0 total→ Common Stock, $1 2/3 Par Value (23,029.304 underlying) - Exercise/Conversion
Restricted Share Right
[F5][F7]2026-02-05−21,436.676→ 21,435.63 total→ Common Stock, $1 2/3 Par Value (21,436.676 underlying) - Exercise/Conversion
Restricted Share Right
[F5][F8]2026-02-05−15,152.031→ 30,302.02 total→ Common Stock, $1 2/3 Par Value (15,152.031 underlying)
- 1,290.73(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-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.