Wells Fargo (WFC) risk chief logs major 2026 RSR vesting and share disposals

Rhea-AI Filing Summary

Wells Fargo & Company senior executive Derek A. Flowers, Sr. EVP and Chief Risk Officer, reported multiple equity award vestings and related share dispositions dated February 5, 2026. Three Restricted Share Right (RSR) tranches vested into common stock in amounts of 15,212.7911, 20,483.835, and 14,019.7241 shares, each representing one-third of prior RSR grants plus reinvested dividend equivalents.

On the same date, corresponding common stock entries show acquisitions coded "M" at a price of $0 and dispositions coded "F" totaling 6,312.6995, 6,928.8901, and 5,831.0278 shares at $93.14 per share. Following these transactions, Flowers directly owned 30,643.7328 common shares and held additional indirect common stock interests of 14,883.27 through a 401(k) plan, 359.987 through a spouse’s IRA, and 273,773.566 through a trust, plus 25 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)
02/05/2026

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	02/05/2026		M		15,212.7911(1)	A	$0	15,212.7911	D
Common Stock, $1 2/3 Par Value	02/05/2026		F		6,312.6995	D	$93.14	8,900.0916	D
Common Stock, $1 2/3 Par Value	02/05/2026		M		20,483.835(2)	A	$0	29,383.9266	D
Common Stock, $1 2/3 Par Value	02/05/2026		F		6,928.8901	D	$93.14	22,455.0365	D
Common Stock, $1 2/3 Par Value	02/05/2026		M		14,019.7241(3)	A	$0	36,474.7606	D
Common Stock, $1 2/3 Par Value	02/05/2026		F		5,831.0278	D	$93.14	30,643.7328	D
Common Stock, $1 2/3 Par Value								14,883.27(4)	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	(5)	02/05/2026		M			15,212.7911	(6)	(6)	Common Stock, $1 2/3 Par Value	15,212.7911	$0	0	D
Restricted Share Right	(5)	02/05/2026		M			20,483.835	(7)	(7)	Common Stock, $1 2/3 Par Value	20,483.835	$0	20,483.8349	D
Restricted Share Right	(5)	02/05/2026		M			14,019.7241	(8)	(8)	Common Stock, $1 2/3 Par Value	14,019.7241	$0	28,038.4601	D

Explanation of Responses:

1. Number of shares represents a Restricted Share Right ("RSR") vesting on February 5, 2026. Original grant date was January 24, 2023. This vesting represents one-third of the original amount of RSRs granted (plus reinvested dividend equivalents).

2. Number of shares represents a RSR vesting on February 5, 2026. Original grant date was January 23, 2024. This vesting represents one-third of the original amount of RSRs granted (plus reinvested dividend equivalents).

3. Number of shares represents a RSR vesting on February 5, 2026. Original grant date was January 28, 2025. This vesting represents one-third of the original amount of RSRs granted (plus reinvested dividend equivalents).

4. Reflects share equivalent of units in the Wells Fargo ESOP Fund under the 401(k) Plan (the "Plan") as of January 30, 2026, as if investable cash equivalents held by the Plan were fully invested in Wells Fargo & Company (the "Company") common stock.

5. Each RSR represents a contingent right to receive one share of Company common stock.

6. 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.

7. 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.

8. 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.

	Derek A. Flowers, by Meghan Daly, as Attorney-in-Fact	02/09/2026
	** Signature of Reporting Person	Date
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FAQ

What insider activity did WFC executive Derek Flowers report on February 5, 2026?

Derek Flowers reported the vesting of several Restricted Share Right awards into Wells Fargo common stock on February 5, 2026. Related common stock was acquired at $0 and some shares were disposed of the same day at $93.14 per share, reflecting routine equity award activity.

How many Wells Fargo RSR-linked shares vested for Derek Flowers in this Form 4?

Three Restricted Share Right tranches vested into Wells Fargo common stock: 15,212.7911, 20,483.835, and 14,019.7241 shares. Each tranche represents one-third of earlier RSR grants, including reinvested dividend equivalents, with vesting dates tied to prior grant awards from 2023, 2024, and 2025.

What common stock dispositions did Derek Flowers report for WFC on February 5, 2026?

Flowers reported three dispositions of Wells Fargo common stock coded "F" on February 5, 2026. The amounts were 6,312.6995, 6,928.8901, and 5,831.0278 shares, each at a price of $93.14 per share, occurring alongside the vesting and settlement of Restricted Share Rights.

How many Wells Fargo common shares does Derek Flowers directly own after these transactions?

After the reported February 5, 2026 transactions, Derek Flowers directly owned 30,643.7328 Wells Fargo common shares. This direct holding figure reflects the net result of the RSR-related common stock acquisitions and the same-day dispositions reported in the Form 4 filing.

What indirect Wells Fargo holdings does Derek Flowers report in this Form 4?

Flowers reports indirect Wells Fargo common stock holdings of 14,883.27 shares through a 401(k) plan, 359.987 shares through his spouse’s IRA, and 273,773.566 shares through a trust. He also reports holding 25 preferred shares, Series L, indirectly through a trust structure.

How are Derek Flowers’ Restricted Share Rights structured and when do they vest?

Each Restricted Share Right represents a contingent right to receive one Wells Fargo common share. The RSR grants vest in three equal installments on specified February 5 dates from 2024 through 2028, with the reported 2026 vestings representing one-third of their respective original grant amounts.