Rosenberg Jason M. 4

What Happened
Jason M. Rosenberg, Senior EVP & Head of Public Affairs at Wells Fargo (WFC), had 4,265.243 restricted share rights (RSRs) vest on February 5, 2026. The RSRs converted to shares at $0 exercise price. To cover tax withholding, 1,416.847 shares were surrendered (disposed) at an effective withholding value of $93.14 per share, totaling $131,965. After withholding, Rosenberg received a net 2,848.396 shares.

Key Details

• Transaction date: 2026-02-05; Form 4 filed 2026-02-09 (filed on the required deadline).
• RSR conversion: 4,265.243 shares acquired at $0.00 (exercise/conversion of derivative).
• Tax withholding: 1,416.847 shares disposed at $93.14/share for $131,965 (payment of tax liability).
• Net shares received from this vesting: 2,848.396 shares.
• Footnotes: Original RSR grant date 1/28/2025; this vesting is one-third of the grant (plus reinvested dividend equivalents). RSRs vest in three installments (2/5/2026, 2/5/2027, 2/5/2028). Reporting person agreed to hold required shares while employed and for one year after retirement under the Company’s Stock Ownership Policy.
• Filing timeliness: Transaction reported on the Form 4 filed 2/9/2026, which meets the two-business-day filing requirement.

Context
This was a standard equity award vesting event (RSRs converting to common stock) with routine share withholding to satisfy tax obligations — not an open-market purchase or discretionary sale. RSRs are a contingent right to receive shares; the withholding reduces the number of shares actually delivered to the insider.