Flowers Derek A. 4

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.