Patterson Ellen R 4

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.