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.
Positive
- None.
Negative
- None.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | 2023 Performance Shares | 66,453.343 | $0.00 | -- |
| Exercise | Common Stock, $1 2/3 Par Value | 66,453.343 | $0.00 | -- |
| Tax Withholding | Common Stock, $1 2/3 Par Value | 29,130.982 | $83.93 | $2.44M |
| holding | Common Stock, $1 2/3 Par Value | -- | -- | -- |
| holding | Common Stock, $1 2/3 Par Value | -- | -- | -- |
| holding | Common Stock, $1 2/3 Par Value | -- | -- | -- |
| holding | Preferred Shares, Series L | -- | -- | -- |
Footnotes (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). 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. Includes shares acquired under a dividend reinvestment program since the reporting person's most recent filing on Form 4. Each Performance Share represents a contingent right to receive one share of Company common stock. 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.