Flowers Derek A. 4

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.