Wells Fargo (NYSE: WFC) CRO nets shares after 2023 performance award settlement

Rhea-AI Filing Summary

WELLS FARGO & COMPANY/MN Senior EVP and Chief Risk Officer Derek A. Flowers settled a 2023 Performance Share award on March 5, 2026. He exercised 66,453.343 2023 Performance Shares into the same number of shares of common stock at a stated price of $0.0000 per share, consistent with an award settlement.

To cover tax obligations, 29,130.9823 shares of common stock were disposed of at $83.9300 per share through a tax-withholding transaction, leaving 67,966.0935 shares of common stock held directly. Footnotes explain that each Performance Share represents a contingent right to one share of common stock, and that the award amount was based on financial performance over the three-year period ended December 31, 2025.

In addition to direct holdings, Flowers reports indirect ownership of common stock, including 14,971.3300 share equivalents through a 401(k) plan as of February 27, 2026, 361.3580 shares through a spouse’s IRA, and 273,773.5660 common shares and 25.0000 preferred shares, Series L, through a trust.

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

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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)
03/05/2026

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	03/05/2026		M		66,453.343(1)	A	$0	97,097.0758	D
Common Stock, $1 2/3 Par Value	03/05/2026		F		29,130.9823	D	$83.93	67,966.0935	D
Common Stock, $1 2/3 Par Value								14,971.33(2)	I	Through 401(k) Plan
Common Stock, $1 2/3 Par Value								361.358(3)	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
2023 Performance Shares	(4)	03/05/2026		M			66,453.343	(5)	(5)	Common Stock, $1 2/3 Par Value	66,453.343	$0	0	D

Explanation of Responses:

1. These shares represent common stock of Wells Fargo & Company (the "Company") acquired on March 5, 2026 upon settlement of a Performance Share award granted on January 24, 2023 for the three-year performance period ended December 31, 2025, as previously disclosed on a Form 4 filed on February 27, 2026 (including reinvested dividend equivalents).

2. Reflects share equivalent of units in the Wells Fargo ESOP Fund under the 401(k) Plan (the "Plan") as of February 27, 2026, as if investable cash equivalents held by the Plan were fully invested in Company common stock.

3. Includes shares acquired under a dividend reinvestment program since the reporting person's most recent filing on Form 4.

4. Each Performance Share represents a contingent right to receive one share of Company common stock.

5. Represents the number of 2023 Performance Shares (including reinvested dividend equivalents) determined based on financial performance for the three-year performance period ended December 31, 2025 pursuant to the terms and conditions of a Performance Share award granted on January 24, 2023, which is exempt under Rule 16b-3(d). 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	03/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did WFC’s Derek A. Flowers report on March 5, 2026?

Derek A. Flowers reported settling a 2023 Performance Share award into 66,453.343 shares of Wells Fargo common stock on March 5, 2026. This reflects conversion of performance-based equity into common shares after a three-year performance period ended December 31, 2025.

How many Wells Fargo (WFC) shares did Derek A. Flowers dispose of for tax withholding?

He disposed of 29,130.9823 Wells Fargo common shares at $83.9300 per share in a tax-withholding transaction. This disposition, coded “F,” represents payment of exercise price or tax liability by delivering securities rather than an open-market sale.

What are Derek A. Flowers’ direct Wells Fargo (WFC) common stock holdings after these transactions?

After the performance share settlement and tax-withholding disposition, Derek A. Flowers directly holds 67,966.0935 shares of Wells Fargo common stock. This figure reflects his direct ownership position following the March 5, 2026 award conversion and related tax share delivery.

What indirect Wells Fargo (WFC) holdings does Derek A. Flowers report?

He reports indirect ownership of 14,971.3300 share equivalents through a 401(k) plan as of February 27, 2026, 361.3580 shares through his spouse’s IRA, and 273,773.5660 common shares plus 25.0000 preferred Series L shares through a trust.

What is the nature of the 2023 Performance Shares reported by WFC’s Derek A. Flowers?

Each 2023 Performance Share represents a contingent right to receive one share of Wells Fargo common stock. The 66,453.343 Performance Shares (including reinvested dividend equivalents) were determined based on financial performance over the three-year period ended December 31, 2025.

What holding requirements apply to Derek A. Flowers’ Wells Fargo (WFC) shares from this award?

As a condition of the 2023 Performance Share grant, Derek A. Flowers agreed to hold Wells Fargo common stock under the company’s Stock Ownership Policy while employed and for one year after retirement. This policy ties executive equity awards to ongoing share ownership.