Sommers Barry 4

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.