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.

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)
12/05/2025

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	12/05/2025		M		522.6708	A	$0	522.6708	D
Common Stock, $1 2/3 Par Value	12/05/2025		F		522.6708(1)	D	$90.21	0	D
Common Stock, $1 2/3 Par Value	12/05/2025		M		1,407.5927	A	$0	1,407.5927	D
Common Stock, $1 2/3 Par Value	12/05/2025		F		1,407.5927(1)	D	$90.21	0	D
Common Stock, $1 2/3 Par Value	12/05/2025		M		1,445.0497	A	$0	1,445.0497	D
Common Stock, $1 2/3 Par Value	12/05/2025		F		1,445.0497(1)	D	$90.21	0	D
Common Stock, $1 2/3 Par Value								14,647.81(2)	I	Through 401(k) Plan
Common Stock, $1 2/3 Par Value								359.987(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
Restricted Share Right	(4)	12/05/2025		M			522.6708(5)	(5)	(5)	Common Stock, $1 2/3 Par Value	522.6708	$0	15,212.259	D
Restricted Share Right	(4)	12/05/2025		M			1,407.5927(6)	(6)	(6)	Common Stock, $1 2/3 Par Value	1,407.5927	$0	40,967.6699	D
Restricted Share Right	(4)	12/05/2025		M			1,445.0497(7)	(7)	(7)	Common Stock, $1 2/3 Par Value	1,445.0497	$0	42,058.1842	D

Explanation of Responses:

1. Represents the withholding of shares by Wells Fargo & Company (the "Company") to satisfy FICA taxes arising from the reporting person becoming retirement eligible.

2. 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.

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

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

5. 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.

6. 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.

7. 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.

Remarks:

Exhibit 24 - Power of Attorney

	Derek A. Flowers, by Ryan T. Tollgaard, as Attorney-in-Fact	12/09/2025
	** 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).
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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.

Did the Wells Fargo (WFC) executive buy or sell shares on the open market?

The reported activity reflects restricted share rights vesting and the withholding of shares to cover FICA taxes. The price of $90.21 per share applies to the tax withholding transactions, not open-market purchases or sales.

How many Wells Fargo (WFC) shares does Derek A. Flowers hold through the 401(k) plan?

Flowers reports 14,647.81 share-equivalent units in the Wells Fargo ESOP Fund under the 401(k) Plan as of November 28, 2025, calculated as if all investable cash equivalents in the plan were fully invested in Wells Fargo common stock.

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.

How do the Wells Fargo (WFC) restricted share rights vest for Derek A. Flowers?

Each Restricted Share Right (RSR) represents a contingent right to one share of Wells Fargo common stock. The reported RSR grants vest in three equal installments on specified dates: one grant on 2/5/2024, 2/5/2025, and 2/5/2026, another on 2/5/2025, 2/5/2026, and 2/5/2027, and a third on 2/5/2026, 2/5/2027, and 2/5/2028.

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.