Wells Fargo (NYSE: WFC) awards 2023 performance shares to CRO Flowers

Rhea-AI Filing Summary

Wells Fargo & Company reported that Sr. EVP and Chief Risk Officer Derek A. Flowers acquired 66,088.2147 2023 Performance Shares on February 26, 2026 as a grant or award at a stated price of $0.0000 per share. Each Performance Share represents a contingent right to receive one share of common stock, with the amount determined by financial performance over the three-year period ended December 31, 2025 under a January 24, 2023 award. The filing also updates his direct and indirect holdings of Wells Fargo common and preferred stock, including positions held through a 401(k) plan, a spouse’s IRA, and trusts.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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)
02/26/2026

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								30,643.7328	D
Common Stock, $1 2/3 Par Value								14,883.27(1)	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
2023 Performance Shares	(2)	02/26/2026		A		66,088.2147		(3)	(3)	Common Stock, $1 2/3 Par Value	66,088.2147	$0	66,088.2147	D

Explanation of Responses:

1. 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.

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

3. 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	02/27/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Derek A. Flowers report in this Wells Fargo (WFC) Form 4 filing?

Derek A. Flowers reported receiving 66,088.2147 2023 Performance Shares in Wells Fargo. These were granted as a performance-based equity award, alongside updated disclosures of his direct and indirect common and preferred stock holdings through personal accounts, a 401(k) plan, spouse’s IRA, and trusts.

How many 2023 Performance Shares did Wells Fargo grant to Derek A. Flowers?

Wells Fargo granted Derek A. Flowers 66,088.2147 2023 Performance Shares. Each Performance Share represents a contingent right to receive one share of common stock, with the final number based on financial performance for the three-year period ended December 31, 2025 under a prior award.

What do the 2023 Performance Shares in the Wells Fargo (WFC) Form 4 represent?

The 2023 Performance Shares represent a contingent right to receive one Wells Fargo common share per unit. The number was determined by company financial performance over a three-year period ending December 31, 2025, under terms of a January 24, 2023 performance share award.

Does the Wells Fargo (WFC) Form 4 show any open-market buys or sells by Derek A. Flowers?

The Form 4 shows a grant of 66,088.2147 2023 Performance Shares to Derek A. Flowers, not an open-market trade. Other lines update his direct and indirect holdings in common and preferred stock, without clearly identified buy or sell transaction codes.

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

Derek A. Flowers reports indirect ownership of Wells Fargo common and preferred stock through a 401(k) plan, a spouse’s IRA, and trusts. One footnote explains that 401(k) amounts reflect share equivalents in the Wells Fargo ESOP Fund, assuming available cash is fully invested in company stock.

What stock ownership conditions apply to Derek A. Flowers’ Wells Fargo performance share grant?

As a condition of receiving the 2023 Performance Share grant, Derek A. Flowers agreed to hold Wells Fargo common shares. He must maintain required ownership levels under the company’s Stock Ownership Policy while employed and for one year after retirement, reinforcing ongoing alignment with shareholders.