Rivas Fernando 4

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.