SCHARF CHARLES W 4
4 · WELLS FARGO & COMPANY/MN · Filed Feb 9, 2026
Research Summary
AI-generated summary of this filing
Wells Fargo (WFC) CEO Charles Scharf Exercises RSUs, Sells Shares for Taxes
What Happened
- Charles W. Scharf, Chairman and CEO of Wells Fargo (WFC), had restricted share rights (RSRs) vest on February 5, 2026. A total of 128,238.135 RSRs converted to shares (three separate vesting events: 47,075.399; 49,396.648; 31,766.088).
- To satisfy tax withholding obligations, Scharf surrendered 66,291.614 shares (23,315.945; 26,155.525; 16,820.144) at $93.14 per share, generating withholding value of $2,171,647, $2,436,126 and $1,566,628 respectively (total withheld ≈ $6,174,401). Net shares retained from the vesting = 128,238.135 − 66,291.614 = 61,946.521 shares.
- This was a routine vesting of awards (code M for exercise/conversion; code F for tax withholding), not an open-market directional sale.
Key Details
- Transaction date: 2026-02-05; Form 4 filed 2026-02-09 (filed within the usual two-business-day window).
- Exercise/conversion price reported $0.00 (RSRs converting to common stock); tax withholding executed at $93.14 per share.
- Shares acquired (vested): 128,238.135. Shares surrendered for taxes: 66,291.614. Approx. shares retained: 61,946.521.
- Notable footnotes: these represent RSRs granted on 1/24/2023, 1/23/2024 and 1/28/2025 (one‑third vested 2/5 each year per grants). Each RSR equals one contingent right to one share; vesting is subject to the company’s stock ownership policy and holding requirements.
- Transaction codes: M = exercise/conversion of derivative (RSR vesting); F = shares surrendered to cover tax liabilities.
Context
- This was a vesting event (award conversion) followed by mandatory tax-withholding via share surrender — a common, administrative transaction that does not necessarily signal a change in insider sentiment. The conversion of RSRs to shares and the withholding of a portion to cover taxes is functionally similar to a "cashless" exercise/withholding.
Insider Transaction Report
Form 4
SCHARF CHARLES W
DirectorChairman and CEO
Transactions
- Exercise/Conversion
Common Stock, $1 2/3 Par Value
[F1]2026-02-05+47,075.399→ 1,103,309.567 total - Tax Payment
Common Stock, $1 2/3 Par Value
2026-02-05$93.14/sh−23,315.945$2,171,647→ 1,079,993.623 total - Exercise/Conversion
Common Stock, $1 2/3 Par Value
[F2]2026-02-05+49,396.648→ 1,129,390.27 total - Tax Payment
Common Stock, $1 2/3 Par Value
2026-02-05$93.14/sh−26,155.525$2,436,126→ 1,103,234.745 total - Exercise/Conversion
Common Stock, $1 2/3 Par Value
[F3]2026-02-05+31,766.088→ 1,135,000.834 total - Tax Payment
Common Stock, $1 2/3 Par Value
2026-02-05$93.14/sh−16,820.144$1,566,628→ 1,118,180.69 total - Exercise/Conversion
Restricted Share Right
[F5][F6]2026-02-05−47,075.399→ 0 total→ Common Stock, $1 2/3 Par Value (47,075.399 underlying) - Exercise/Conversion
Restricted Share Right
[F5][F7]2026-02-05−49,396.648→ 49,396.648 total→ Common Stock, $1 2/3 Par Value (49,396.648 underlying) - Exercise/Conversion
Restricted Share Right
[F5][F8]2026-02-05−31,766.088→ 63,532.156 total→ Common Stock, $1 2/3 Par Value (31,766.088 underlying)
Holdings
- 418.46(indirect: By 401(k))
Common Stock, $1 2/3 Par Value
[F4] - 103(indirect: By Trust)
Common Stock, $1 2/3 Par Value
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
Charles W. Scharf, by Meghan Daly, as Attorney-in-Fact|2026-02-09