Rivas Fernando 4

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

AI-generated summary of this filing

Updated Feb 9, 2026

Wells Fargo SVP Fernando Rivas Receives RSRs; Shares Withheld for Taxes

What Happened

Fernando Rivas, Senior Executive Vice President of Wells Fargo (WFC), had restricted share rights (RSRs) vest on February 5, 2026 and converted to common stock. A total of 153,161.212 shares were delivered (132,501.951 + 20,659.261).
To satisfy tax withholding obligations, 76,578.269 shares were withheld/disposed (67,642.212 shares for one grant and 8,936.057 shares for the other) at an implied per-share value of $93.14, totaling approximately $7,132,500. These were not open-market sales for profit but were used to pay taxes/liabilities.

Key Details

Transaction date: February 5, 2026; Form 4 filed February 9, 2026 (within required reporting window).
Vesting details: 132,501.951 shares are 45% of an RSR grant dated June 25, 2024; 20,659.261 shares are one-third of an RSR grant dated January 28, 2025 (plus reinvested dividend equivalents).
Each RSR converts to one share of common stock on vesting. The disposals coded "F" represent shares withheld/paid to satisfy tax liabilities (cashless withholding).
Shares owned after the transactions are not specified in the provided filing.

Context

This is a routine vesting and tax-withholding event (receipt of award and share withholding), not an open-market sale or a purchase signaling new insider conviction.
The RSR grants vest in scheduled installments (details: 30%/45%/25% for the 6/25/2024 grant; one-third annually for the 1/28/2025 grant). As a condition of the grants, Rivas agreed to hold required stock amounts while employed and for one year after retirement per the company’s Stock Ownership Policy.

Form 4

Period: 2026-02-05

Sr. Executive Vice President

Transactions

Exercise/Conversion
Common Stock, $1 2/3 Par Value
[F1]
2026-02-05+132,501.951→ 177,434.059 total
Tax Payment
Common Stock, $1 2/3 Par Value
2026-02-05$93.14/sh−67,642.212$6,300,196→ 109,791.846 total
Exercise/Conversion
Common Stock, $1 2/3 Par Value
[F2]
2026-02-05+20,659.261→ 130,451.108 total
Tax Payment
Common Stock, $1 2/3 Par Value
2026-02-05$93.14/sh−8,936.057$832,304→ 121,515.051 total
Exercise/Conversion
Restricted Share Right
[F3][F4]
2026-02-05−132,501.951→ 73,612.884 total
→ Common Stock, $1 2/3 Par Value (132,501.951 underlying)
Exercise/Conversion
Restricted Share Right
[F3][F5]
2026-02-05−20,659.261→ 41,318.522 total
→ Common Stock, $1 2/3 Par Value (20,659.261 underlying)

Holdings

Footnotes (5)

[F1]Number of shares represents a Restricted Share Right ("RSR") vesting on February 5, 2026. Original grant date was June 25, 2024. This vesting represents 45% 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 28, 2025. This vesting represents one-third of the original amount of RSRs granted (plus reinvested dividend equivalents).
[F3]Each RSR represents a contingent right to receive one share of Wells Fargo & Company (the "Company") common stock.
[F4]These RSRs vest in three installments: 30% on 2/5/2025, 45% on 2/5/2026, and 25% on 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.
[F5]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

Fernando S. Rivas, by Meghan Daly, as Attorney-in-Fact|2026-02-09

1 file