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Wells Fargo (NYSE: WFC) risk chief reports 67,966-share gift and updated trust holdings

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Wells Fargo & Company senior executive Derek A. Flowers, Sr. EVP and Chief Risk Officer, reported a bona fide gift involving 67,966 shares of common stock on July 15, 2026. One transaction disposed of 67,966 directly held shares, while a related transaction recorded acquisition of the same amount indirectly through a trust, resulting in 341,739.566 common shares held via that trust and no directly held common stock. Additional indirect positions include 25 Preferred Shares, Series L through a trust, 15,139.7900 common share equivalents in a 401(k) ESOP fund as of June 30, 2026, and 362.7870 common shares in his spouse’s IRA, which a footnote states include shares acquired through a dividend reinvestment program.

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Insider Flowers Derek A.
Role Sr. EVP and Chief Risk Officer
Type Security Shares Price Value
Gift Common Stock, $1 2/3 Par Value 67,966 $0.00 --
Gift Common Stock, $1 2/3 Par Value 67,966 $0.00 --
holding Common Stock, $1 2/3 Par Value -- -- --
holding Common Stock, $1 2/3 Par Value -- -- --
holding Preferred Shares, Series L -- -- --
Holdings After Transaction: Common Stock, $1 2/3 Par Value — 0 shares (Direct); Common Stock, $1 2/3 Par Value — 341,739.566 shares (Indirect, Through Trust); Preferred Shares, Series L — 25 shares (Indirect, Through Trust)
Footnotes (1)
  1. Reflects share equivalent of units in the Wells Fargo ESOP Fund under the 401(k) Plan (the "Plan") as of June 30, 2026, as if investable cash equivalents held by the Plan were fully invested in Wells Fargo & Company common stock. Includes shares acquired under a dividend reinvestment program since the reporting person's most recent filing on Form 4.
Common shares gifted 67,966.0000 shares Bona fide gift on July 15, 2026
Common shares held indirectly via trust 341,739.5660 shares Indirect ownership following gift-related transactions on July 15, 2026
Direct common shares after transaction 0.0000 shares Direct holdings of common stock following reported gift disposition
Preferred Shares, Series L via trust 25.0000 shares Indirectly held through a trust after reported transactions
401(k) ESOP share equivalents 15,139.7900 shares Share equivalents in Wells Fargo ESOP Fund as of June 30, 2026
Spouse IRA common stock 362.7870 shares Indirect holdings in spouse’s IRA including dividend reinvestment shares
bona fide gift financial
"Transaction code G is described as a "bona fide gift""
A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.
ESOP Fund financial
"share equivalent of units in the Wells Fargo ESOP Fund"
dividend reinvestment program financial
"Includes shares acquired under a dividend reinvestment program"
A dividend reinvestment program lets investors automatically use cash dividends to buy more shares of the same company instead of taking the money as cash. Think of it like an automatic savings plan that turns small payouts into additional ownership, often including fractional shares, which can speed up compound growth and reduce the need for manual buying decisions — a convenience that can boost long-term returns for shareholders.
401(k) Plan financial
"under the 401(k) Plan (the "Plan") as of June 30, 2026"
A 401(k) plan is a workplace retirement account that lets employees set aside part of their pay into a tax-advantaged savings pot, often with employers adding matching contributions — like a workplace piggy bank for future income. It matters to investors because the amount people save and how employers fund these plans influence consumer spending, corporate payroll costs and the flow of money into financial markets, which can affect stock prices and company valuations.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What did Derek A. Flowers report in Wells Fargo (WFC) Form 4 on July 15, 2026?

He reported a bona fide gift involving 67,966 Wells Fargo common shares on July 15, 2026. One entry showed disposal of 67,966 directly held shares, while a related entry reported acquisition of the same number of shares indirectly through a trust.

How many Wells Fargo (WFC) shares does Derek A. Flowers now hold indirectly?

He reported 341,739.566 Wells Fargo common shares held indirectly through a trust, plus 15,139.7900 common share equivalents in a 401(k) ESOP fund, 362.7870 common shares in his spouse’s IRA, and 25 Preferred Shares, Series L, also held through a trust.

What happened to Derek A. Flowers’ directly held Wells Fargo (WFC) common stock?

Following the July 15, 2026 gift transaction, Derek A. Flowers reported 0 directly held Wells Fargo common shares. The Form 4 shows a bona fide gift disposition of 67,966 directly held shares and a corresponding acquisition of that amount as indirectly owned through a trust.

Were Derek A. Flowers’ Wells Fargo (WFC) gift transactions under a Rule 10b5-1 plan?

The filing’s Rule 10b5-1 checkbox is not marked as affirming a trading plan, so the reported bona fide gift transactions are not indicated as executed under a Rule 10b5-1 or similar pre-arranged trading arrangement.

What does the Wells Fargo (WFC) Form 4 say about Derek A. Flowers’ 401(k) holdings?

A footnote explains that his 401(k) position reflects 15,139.7900 share equivalents of units in the Wells Fargo ESOP Fund as of June 30, 2026, calculated as if investable cash equivalents in the plan were fully invested in Wells Fargo common stock.

What is noted about the Wells Fargo (WFC) shares in Derek A. Flowers’ spouse’s IRA?

The Form 4 reports 362.7870 Wells Fargo common shares held indirectly through his spouse’s IRA. A footnote states this amount includes shares that were acquired under a dividend reinvestment program since Derek A. Flowers’ most recent prior Form 4 filing.
SEC Form 4
FORM 4UNITED 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 NORTH CAROLINA 28202

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
WELLS FARGO & COMPANY/MN [ WFC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Sr. EVP and Chief Risk Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/15/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock, $1 2/3 Par Value07/15/2026G67,966D$00D
Common Stock, $1 2/3 Par Value07/15/2026G67,966A$0341,739.566IThrough Trust
Common Stock, $1 2/3 Par Value15,139.79(1)IThrough 401(k) Plan
Common Stock, $1 2/3 Par Value362.787(2)IThrough Spouse's IRA
Preferred Shares, Series L25IThrough 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Reflects share equivalent of units in the Wells Fargo ESOP Fund under the 401(k) Plan (the "Plan") as of June 30, 2026, as if investable cash equivalents held by the Plan were fully invested in Wells Fargo & Company common stock.
2. Includes shares acquired under a dividend reinvestment program since the reporting person's most recent filing on Form 4.
Derek A. Flowers, by Meghan Daly, as Attorney-in-Fact07/17/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)