Sommers Barry 4
4 · WELLS FARGO & COMPANY/MN · Filed Feb 9, 2026
Research Summary
AI-generated summary of this filing
Wells Fargo (WFC) SVP Barry Sommers Exercises RSUs, Sells Shares for Taxes
What Happened
Barry Sommers, Senior Executive Vice President of Wells Fargo (WFC), had restricted share rights (RSRs) vest on Feb 5, 2026. A total of 57,039.604 shares were converted (exercise/conversion of derivative RSRs) at $0.00 per share. To satisfy tax withholding obligations, 25,681.420 shares were surrendered/disposed at $93.14 per share, generating approximately $2,391,967 in value. Net of the withholding, Sommers received about 31,358.184 shares.
Key Details
- Transaction date: February 5, 2026; Form filed Feb 9, 2026 (filing date shown; filing timeliness not flagged in provided data).
- Conversion (code M): 3 RSR vestings totaling 57,039.604 shares acquired at $0.00.
- Tax withholding (code F): 11,110.946 + 8,155.944 + 6,414.53 = 25,681.420 shares disposed at $93.14 each, totaling ≈ $2,391,967.
- Net change from these transactions: +31,358.184 shares (57,039.604 acquired − 25,681.420 withheld).
- Footnotes: these were RSR vestings from grants dated Jan 24, 2023 (one‑third vesting), Jan 23, 2024 (one‑third), and Jan 28, 2025 (one‑third). Each RSR converts to one share on vesting and includes holding requirements under the company’s Stock Ownership Policy.
- Filing does not state total shares owned by the reporting person after the transaction in the provided data.
Context
- These transactions reflect vested restricted share rights converting into common stock, with shares withheld/sold solely to cover tax liabilities (a routine, non‑market‑timing event). This is effectively a cashless conversion for tax purposes rather than an opportunistic open‑market sale.
- RSRs vest in installments (one‑third per year for the listed grants) and the insider agreed to hold required shares while employed and for one year after retirement, per company policy.
- No 10b5‑1 plan or gift was reported; the activity is a standard vesting/tax withholding event rather than an express buy/sell signaling investment intent.
Insider Transaction Report
Form 4
Sommers Barry
Sr. Executive Vice President
Transactions
- Exercise/Conversion
Common Stock, $1 2/3 Par Value
[F1]2026-02-05+23,087.172→ 176,462.044 total - Tax Payment
Common Stock, $1 2/3 Par Value
2026-02-05$93.14/sh−11,110.946$1,034,873→ 165,351.099 total - Exercise/Conversion
Common Stock, $1 2/3 Par Value
[F2]2026-02-05+20,381.601→ 185,732.699 total - Tax Payment
Common Stock, $1 2/3 Par Value
2026-02-05$93.14/sh−8,155.944$759,645→ 177,576.755 total - Exercise/Conversion
Common Stock, $1 2/3 Par Value
[F3]2026-02-05+13,570.831→ 191,147.586 total - Tax Payment
Common Stock, $1 2/3 Par Value
2026-02-05$93.14/sh−6,414.53$597,449→ 184,733.057 total - Exercise/Conversion
Restricted Share Right
[F5][F6]2026-02-05−23,087.172→ 0 total→ Common Stock, $1 2/3 Par Value (23,087.172 underlying) - Exercise/Conversion
Restricted Share Right
[F5][F7]2026-02-05−20,381.601→ 20,381.601 total→ Common Stock, $1 2/3 Par Value (20,381.601 underlying) - Exercise/Conversion
Restricted Share Right
[F5][F8]2026-02-05−13,570.831→ 27,140.678 total→ Common Stock, $1 2/3 Par Value (13,570.831 underlying)
Holdings
- 892.58(indirect: By 401(k))
Common Stock, $1 2/3 Par Value
[F4]
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
Barry Sommers, by Meghan Daly, as Attorney-in-Fact|2026-02-09