Wells Fargo (WFC) risk chief details restricted share vesting and tax-related withholding
Rhea-AI Filing Summary
Wells Fargo & Company Senior EVP and Chief Risk Officer Derek A. Flowers reported equity transactions dated 12/05/2025 related to vesting of restricted share rights and associated tax withholding. Several grants of restricted share rights converted into common stock at an exercise price of $0, and an equal number of shares were withheld at a price of $90.21 per share to cover FICA taxes as he became retirement eligible.
Following these transactions, Flowers reports indirect ownership of 14,647.81 share-equivalent units in the Wells Fargo 401(k) ESOP fund as of November 28, 2025, 359.987 shares through his spouse's IRA, and 273,773.566 common shares plus 25 preferred shares of Series L through a trust. The restricted share rights continue to vest in annual installments through 2028 under Wells Fargo’s stock ownership policy.
Positive
- None.
Negative
- None.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Share Right | 522.671 | $0.00 | -- |
| Exercise | Restricted Share Right | 1,407.593 | $0.00 | -- |
| Exercise | Restricted Share Right | 1,445.05 | $0.00 | -- |
| Exercise | Common Stock, $1 2/3 Par Value | 522.671 | $0.00 | -- |
| Tax Withholding | Common Stock, $1 2/3 Par Value | 522.671 | $90.21 | $47K |
| Exercise | Common Stock, $1 2/3 Par Value | 1,407.593 | $0.00 | -- |
| Tax Withholding | Common Stock, $1 2/3 Par Value | 1,407.593 | $90.21 | $127K |
| Exercise | Common Stock, $1 2/3 Par Value | 1,445.05 | $0.00 | -- |
| Tax Withholding | Common Stock, $1 2/3 Par Value | 1,445.05 | $90.21 | $130K |
| 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)
- Represents the withholding of shares by Wells Fargo & Company (the "Company") to satisfy FICA taxes arising from the reporting person becoming retirement eligible. Reflects share equivalent of units in the Wells Fargo ESOP Fund under the 401(k) Plan (the "Plan") as of November 28, 2025, 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 Restricted Share Right ("RSR") represents a contingent right to receive one share of Company common stock. These RSRs vest in three installments: one-third on 2/5/2024, 2/5/2025, and 2/5/2026. 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. The vesting amount and number of derivative securities in column 5 reflect the withholding of RSRs for payment of FICA taxes. These RSRs vest in three installments: one-third on 2/5/2025, 2/5/2026, and 2/5/2027. 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. The vesting amount and number of derivative securities in column 5 reflect the withholding of RSRs for payment of FICA taxes. These RSRs vest in three installments: one-third on 2/5/2026, 2/5/2027, and 2/5/2028. 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. The vesting amount and number of derivative securities in column 5 reflect the withholding of RSRs for payment of FICA taxes.
FAQ
What insider transaction did Wells Fargo (WFC) report for Derek A. Flowers?
Wells Fargo reported that Senior EVP and Chief Risk Officer Derek A. Flowers had multiple restricted share rights vest on 12/05/2025, converting into common stock at an exercise price of $0, with matching shares withheld at $90.21 per share to satisfy FICA tax obligations tied to his retirement eligibility.
What indirect Wells Fargo (WFC) holdings does the executive report outside the 401(k)?
Outside the 401(k) plan, Flowers reports indirect ownership of 359.987 shares of Wells Fargo common stock through his spouse's IRA, and 273,773.566 common shares plus 25 preferred shares of Series L through a trust.
What stock ownership conditions apply to the Wells Fargo (WFC) RSR grants?
As a condition of receiving the restricted share rights, Flowers agreed to hold Wells Fargo common stock as required by the company’s Stock Ownership Policy while employed and for one year after retirement. The reported FICA tax withholding reduced the number of RSRs to satisfy tax obligations.