Powell Scott 4
4 · WELLS FARGO & COMPANY/MN · Filed Feb 9, 2026
Research Summary
AI-generated summary of this filing
Wells Fargo (WFC) COO Powell Scott Exercises RSUs, Sells Shares
What Happened
- Powell Scott, Chief Operating Officer of Wells Fargo & Company (WFC), had Restricted Share Rights (RSRs) vest on February 5, 2026. A total of 61,441.819 shares were converted (exercise/conversion of derivatives; code M).
- To satisfy tax-withholding obligations, 28,311.687 of those shares were withheld/sold (code F) at $93.14 per share, generating approximately $2,636,951 in proceeds. The remainder stayed with the executive as vested shares.
- This was a routine vesting/withholding event (award conversion and tax withholding), not an open-market discretionary sale.
Key Details
- Transaction date: February 5, 2026; Form 4 filed February 9, 2026 (within required filing window).
- Shares converted (acquired): 61,441.819 (three separate RSR vestings: 23,365.719; 23,579.716; 14,496.384).
- Shares withheld/disposed for taxes: 28,311.687 shares at $93.14 each, totaling ~$2,636,951.
- Notable footnotes: RSRs represent contingent rights to receive one share each and reflect one-third vesting installments from original grants (Jan 24, 2023; Jan 23, 2024; Jan 28, 2025). Vesting schedules require continued employment and holding obligations under the company’s Stock Ownership Policy. An ESOP fund share-equivalent figure is also reflected as of Jan 30, 2026.
- Shares owned after the transaction are not specified in the provided excerpt.
Context
- This was effectively a vesting of restricted stock rights with shares withheld/sold to cover taxes (a common, non-discretionary cashless-like outcome), rather than a voluntary open-market sale that might signal a change in sentiment.
- Transaction codes: M = exercise/conversion of derivative (vesting of RSRs); F = payment of exercise price or tax liability (share withholding for taxes).
Insider Transaction Report
Form 4
Powell Scott
SEVP & Chief Operating Officer
Transactions
- Exercise/Conversion
Common Stock, $1 2/3 Par Value
[F1]2026-02-05+23,365.719→ 342,507.768 total - Tax Payment
Common Stock, $1 2/3 Par Value
2026-02-05$93.14/sh−11,379.105$1,059,850→ 331,128.663 total - Exercise/Conversion
Common Stock, $1 2/3 Par Value
[F2]2026-02-05+23,579.716→ 354,708.379 total - Tax Payment
Common Stock, $1 2/3 Par Value
2026-02-05$93.14/sh−9,872.843$919,557→ 344,835.536 total - Exercise/Conversion
Common Stock, $1 2/3 Par Value
[F3]2026-02-05+14,496.384→ 359,331.921 total - Tax Payment
Common Stock, $1 2/3 Par Value
2026-02-05$93.14/sh−7,059.739$657,544→ 352,272.182 total - Exercise/Conversion
Restricted Share Right
[F5][F6]2026-02-05−23,365.719→ 0 total→ Common Stock, $1 2/3 Par Value (23,365.719 underlying) - Exercise/Conversion
Restricted Share Right
[F5][F7]2026-02-05−23,579.716→ 23,579.716 total→ Common Stock, $1 2/3 Par Value (23,579.716 underlying) - Exercise/Conversion
Restricted Share Right
[F5][F8]2026-02-05−14,496.384→ 28,992.749 total→ Common Stock, $1 2/3 Par Value (14,496.384 underlying)
Holdings
- 5,252.66(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.
Signature
Scott E. Powell, by Meghan Daly, as Attorney-in-Fact|2026-02-09