Wells Fargo (NYSE: WFC) Chief Risk Officer awarded 49,319 restricted share rights

Rhea-AI Filing Summary

Wells Fargo & Company executive Derek A. Flowers reported an equity award of 49,319 Restricted Share Rights (RSRs) on Company common stock dated 01/27/2026. The award was granted at a price of $0 per RSR and is held directly.

Each RSR represents a contingent right to receive one share of Wells Fargo common stock. These RSRs vest in three installments, with one-third vesting on 02/05/2027, 02/05/2028, and 02/05/2029, subject to continued employment and the Company’s stock ownership policy.

Flowers also reports indirect beneficial ownership of Wells Fargo securities through a 401(k) Plan, a spouse’s IRA, and a trust, along with 25 preferred shares, Series L, indicating additional existing exposure rather than new market purchases.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Flowers Derek A.

(Last) (First) (Middle)

401 SOUTH TRYON STREET

(Street)

CHARLOTTE NC 28202

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
WELLS FARGO & COMPANY/MN [ WFC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Sr. EVP and Chief Risk Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/27/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $1 2/3 Par Value								14,800.95(1)	I	Through 401(k) Plan
Common Stock, $1 2/3 Par Value								359.987	I	Through Spouse's IRA
Common Stock, $1 2/3 Par Value								273,773.566	I	Through Trust
Preferred Shares, Series L								25	I	Through Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Share Right	(2)	01/27/2026		A		49,319		(3)	(3)	Common Stock, $1 2/3 Par Value	49,319	$0	49,319	D

Explanation of Responses:

1. Reflects share equivalent of units in the Wells Fargo ESOP Fund under the 401(k) Plan (the "Plan") as of December 31, 2025, as if investable cash equivalents held by the Plan were fully invested in Wells Fargo & Company (the "Company") common stock.

2. Each Restricted Share Right ("RSR") represents a contingent right to receive one share of Company common stock.

3. These RSRs vest in three installments: one-third on 2/5/2027, 2/5/2028, and 2/5/2029. 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.

	Derek A. Flowers, by Meghan Daly, as Attorney-in-Fact	01/29/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did WFC executive Derek Flowers report?

Wells Fargo (WFC) executive Derek A. Flowers reported an award of 49,319 Restricted Share Rights on 01/27/2026. These derivative securities were granted at $0 per unit and represent a contingent right to receive an equivalent number of Wells Fargo common shares.

How do the Restricted Share Rights granted to WFC’s Derek Flowers vest?

The 49,319 Restricted Share Rights granted to Derek Flowers vest in three equal installments. One-third of the RSRs vest on 02/05/2027, one-third on 02/05/2028, and the final third on 02/05/2029, subject to employment and stock ownership requirements.

What does each Restricted Share Right reported at WFC represent?

Each Restricted Share Right reported by Derek Flowers represents a contingent right to receive one share of Wells Fargo common stock. Actual delivery of shares depends on satisfying vesting conditions over the specified schedule through 2029.

What indirect WFC share holdings does Derek Flowers report?

Derek Flowers reports indirect beneficial ownership of Wells Fargo common stock through a 401(k) Plan, a spouse’s IRA, and a trust, plus 25 preferred shares, Series L. These positions reflect existing exposure rather than newly purchased shares.

What role does Derek Flowers hold at Wells Fargo (WFC)?

Derek A. Flowers is reported as a Senior Executive Vice President and Chief Risk Officer of Wells Fargo & Company. This senior leadership role involves oversight of risk management while also making him a Section 16 reporting person for equity awards.

Are the WFC Restricted Share Rights granted to Derek Flowers market purchases?

No. The 49,319 Restricted Share Rights reported by Derek Flowers are an equity award granted at $0 per unit, not open-market purchases. They convert into Wells Fargo common shares only upon satisfaction of the vesting schedule and conditions.