Powell Scott 4

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).