Flowers Derek A. 4
4 · WELLS FARGO & COMPANY/MN · Filed Feb 9, 2026
Research Summary
AI-generated summary of this filing
Wells Fargo (WFC) Derek Flowers Exercises RSRs; Shares Sold for Taxes
What Happened Derek A. Flowers, Senior Executive Vice President and Chief Risk Officer of Wells Fargo (WFC), had restricted share rights (RSRs) vest on Feb 5, 2026 and converted them into common stock. A total of about 49,716 RSRs vested (three separate vesting events), and approximately 19,073 shares were surrendered/withheld to cover tax withholding obligations at $93.14 per share, totaling about $1,776,424. The RSRs converted at $0 exercise price (they are contingent rights to receive shares).
Key Details
- Transaction date: February 5, 2026; Form 4 filed February 9, 2026 (filing appears timely).
- Reported transactions: three RSR vesting/exercise entries totaling ~49,716 shares (15,212.791; 20,483.835; 14,019.724).
- Tax withholding/surrender: ~19,072.618 shares withheld (6,312.700; 6,928.890; 5,831.028) at $93.14/share = ~$1,776,424.
- Net shares retained from the vesting: roughly 30,644 shares (49,716 vested − 19,073 withheld).
- Transaction codes: M = exercise/conversion of derivative (RSR → shares); F = payment of tax liability via share withholding.
- Footnotes: Vesting represents one‑third installments of RSR grants originally dated Jan 24, 2023; Jan 23, 2024; and Jan 28, 2025. Each RSR equals one share; grants include dividend equivalents. Grant terms require holding stock while employed and for one year after retirement per the company’s stock ownership policy.
- Shares owned after transaction: not specified in the Form 4.
Context
- This was a routine vesting of restricted share awards, not an open‑market purchase or sale for investment. The F-code transactions reflect share withholding to satisfy tax obligations (common for vested awards), not a discretionary sale for cash.
- For retail investors, purchases are typically a stronger bullish signal than routine vesting. Here, the filing documents vesting and tax withholding rather than an independent buy/sell decision.
Insider Transaction Report
Form 4
Flowers Derek A.
Sr. EVP and Chief Risk Officer
Transactions
- Exercise/Conversion
Common Stock, $1 2/3 Par Value
[F1]2026-02-05+15,212.791→ 15,212.791 total - Tax Payment
Common Stock, $1 2/3 Par Value
2026-02-05$93.14/sh−6,312.7$587,965→ 8,900.092 total - Exercise/Conversion
Common Stock, $1 2/3 Par Value
[F2]2026-02-05+20,483.835→ 29,383.927 total - Tax Payment
Common Stock, $1 2/3 Par Value
2026-02-05$93.14/sh−6,928.89$645,357→ 22,455.037 total - Exercise/Conversion
Common Stock, $1 2/3 Par Value
[F3]2026-02-05+14,019.724→ 36,474.761 total - Tax Payment
Common Stock, $1 2/3 Par Value
2026-02-05$93.14/sh−5,831.028$543,102→ 30,643.733 total - Exercise/Conversion
Restricted Share Right
[F5][F6]2026-02-05−15,212.791→ 0 total→ Common Stock, $1 2/3 Par Value (15,212.791 underlying) - Exercise/Conversion
Restricted Share Right
[F5][F7]2026-02-05−20,483.835→ 20,483.835 total→ Common Stock, $1 2/3 Par Value (20,483.835 underlying) - Exercise/Conversion
Restricted Share Right
[F5][F8]2026-02-05−14,019.724→ 28,038.46 total→ Common Stock, $1 2/3 Par Value (14,019.724 underlying)
Holdings
- 14,883.27(indirect: By 401(k))
Common Stock, $1 2/3 Par Value
[F4] - 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 (8)
- [F1]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).
- [F2]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).
- [F3]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).
- [F4]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.
- [F5]Each RSR represents a contingent right to receive one share of Company common stock.
- [F6]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.
- [F7]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.
- [F8]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.
Signature
Derek A. Flowers, by Meghan Daly, as Attorney-in-Fact|2026-02-09