SCHARF CHARLES W 4

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.