Flowers Derek A. 4
4 · WELLS FARGO & COMPANY/MN · Filed Jan 29, 2026
Research Summary
AI-generated summary of this filing
Wells Fargo (WFC) Sr. EVP Derek Flowers Receives Award 49,319 Shares
What Happened
Derek A. Flowers, Senior Executive Vice President and Chief Risk Officer of Wells Fargo & Company, was granted/allocated 49,319 share equivalents on 2026-01-27. The Form 4 reports the transaction as an award/acquisition (derivative) at $0.00 — this reflects a compensation-related grant and no cash was paid by the insider.
Key Details
- Transaction date and type: 2026-01-27 — Grant / Award (derivative) of 49,319 units, reported at $0.00.
- Report filed: 2026-01-29 (filed within the typical Form 4 reporting window).
- Shares owned after transaction: Not specified in the provided filing excerpt.
- Footnotes of note:
- F1: Part or all of the units reflect the ESOP Fund share equivalent under the Company 401(k) Plan, calculated as if cash equivalents were invested in WFC stock as of 12/31/2025.
- F2: Each Restricted Share Right (RSR) represents a contingent right to receive one share of common stock.
- F3: RSR vesting schedule — one-third on 2/5/2027, one-third on 2/5/2028, and one-third on 2/5/2029; award subject to the Company’s stock ownership and holding requirements while employed and for one year after retirement.
Context
This transaction is an equity compensation award (derivative/RSR and ESOP share equivalents), not an open-market purchase or sale. RSRs are contingent rights that convert to actual shares only as they vest per the schedule above; ESOP share equivalents reflect 401(k) accounting treatment rather than a cash transaction. Such grants are common forms of executive compensation and do not by themselves indicate the insider is buying or selling shares in the market.
Insider Transaction Report
- Award
Restricted Share Right
[F2][F3]2026-01-27+49,319→ 49,319 total→ Common Stock, $1 2/3 Par Value (49,319 underlying)
- 14,800.95(indirect: By 401(k))
Common Stock, $1 2/3 Par Value
[F1] - 359.987(indirect: By Spouse)
Common Stock, $1 2/3 Par Value
- 273,773.566(indirect: By Trust)
Common Stock, $1 2/3 Par Value
- 25(indirect: By Trust)
Preferred Shares, Series L
Footnotes (3)
- [F1]Reflects share equivalent of units in the Wells Fargo ESOP Fund under the 401(k) Plan (the "Plan") as of December 31, 2025, as if investable cash equivalents held by the Plan were fully invested in Wells Fargo & Company (the "Company") common stock.
- [F2]Each Restricted Share Right ("RSR") represents a contingent right to receive one share of Company common stock.
- [F3]These RSRs vest in three installments: one-third on 2/5/2027, 2/5/2028, and 2/5/2029. 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.