Form 4: Wells Fargo EVP's Stock Vesting & Tax Withholding

Wells Fargo Senior Executive Vice President Saul Van Beurden reported the vesting of restricted share rights and subsequent withholding of shares for FICA taxes.

Summary

• Saul Van Beurden, Sr. Executive Vice President at Wells Fargo & Company, reported transactions on December 5, 2025.
• He acquired 1,412.3596 shares of common stock through the exercise/conversion of Restricted Share Rights (RSRs) at a price of $0.
• Concurrently, 1,412.3596 shares were disposed of at $90.21 per share to satisfy FICA tax obligations, triggered by his becoming retirement eligible.
• Following these transactions, his direct beneficial ownership of common stock is 188,474.1725 shares.
• His indirect beneficial ownership includes 1,284.64 shares in the 401(k) Plan and 1,916.234 shares by Child 1 (including 23.947 previously unrecorded shares), 1,882 shares by Child 2, and 1,882 shares by Child 3.
• The remaining 39,004.2926 Restricted Share Rights (RSRs) are held directly, with future vesting scheduled for February 5, 2026, 2027, and 2028.
• The reported direct beneficial ownership of common stock includes shares acquired under a dividend reinvestment program since the last Form 4 filing.

Sentiment

Score: 6

Explanation: The filing reports a routine executive compensation event involving the vesting of restricted shares and subsequent tax withholding. While the vesting itself is a positive for the executive, the overall impact on the company's sentiment is neutral to slightly positive, as it reflects standard compensation practices and continued executive stake in the company.

Positives

• Vesting of 1,412.3596 Restricted Share Rights indicates a portion of executive compensation has materialized into common stock, increasing the executive's direct stake.
• The reporting person's direct beneficial ownership of common stock increased by shares acquired under a dividend reinvestment program.
• Correction of an administrative error, adding 23.947 shares to indirect ownership by Child 1, ensures accurate reporting of beneficial holdings.

Negatives

• 1,412.3596 shares were withheld by Wells Fargo & Company to cover FICA tax liabilities, reducing the net shares received from the vesting event.

Future Outlook

The filing indicates future vesting of remaining Restricted Share Rights in three equal installments on February 5, 2026, 2027, and 2028, subject to the reporting person adhering to the Company's Stock Ownership Policy.

Industry Context

This Form 4 filing details routine executive compensation events, specifically the vesting of restricted stock and subsequent tax withholding. Such transactions are common across the financial services industry as part of executive incentive and retention programs, reflecting standard practices for managing equity-based compensation.

Corporate Governance

Stakeholder Impact

• Shareholders: Minor impact, as it reflects routine executive compensation and compliance with SEC regulations. The executive's continued holding of a significant stake aligns interests.
• Management: The Power of Attorney streamlines compliance for the executive regarding SEC filings.

Next Steps

• Remaining Restricted Share Rights will vest in three installments on February 5, 2026, February 5, 2027, and February 5, 2028.
• The reporting person is required to hold shares of Company common stock as per the Company's Stock Ownership Policy while employed and for one year after retirement.

Key Dates

Keywords

Wells Fargo, WFC, Saul Van Beurden, Form 4, Insider Transaction, Restricted Share Rights, Executive Compensation, Stock Ownership, FICA Taxes, Dividend Reinvestment