Flowers Derek A. 4
4 · WELLS FARGO & COMPANY/MN · Filed Feb 27, 2026
Research Summary
AI-generated summary of this filing
Wells Fargo CRO Derek Flowers Receives Award of 66,088 Shares
What Happened
Derek A. Flowers, Senior Executive Vice President and Chief Risk Officer of Wells Fargo & Company (WFC), was credited with 66,088.215 shares (derivative award) on February 26, 2026. The filing reports an acquisition type "A" (grant/award) at $0.00 per share—this reflects award/plan credits rather than an open-market purchase or sale.
Key Details
- Transaction date: 2026-02-26; Form 4 filed 2026-02-27 (timely filing).
- Transaction type/code: A = Award/Grant (derivative). Price reported: $0.00.
- Shares/units received: 66,088.215 (reported as share-equivalents and performance-share rights).
- Shares owned after transaction: Not specified in the provided excerpt.
- Notable footnotes:
- F1: Part or all of the amount reflects share equivalents in the Wells Fargo ESOP Fund under the 401(k) Plan as of Jan 30, 2026, as if investable cash equivalents were fully invested in WFC common stock.
- F2: Each Performance Share is a contingent right to receive one share of common stock.
- F3: The reported number includes 2023 Performance Shares (including reinvested dividend equivalents) determined by performance for the three-year period ended Dec 31, 2025; these awards are exempt under Rule 16b-3(d). As a condition, the reporting person agreed to hold required shares while employed and for one year after retirement per the Company's Stock Ownership Policy.
Context
This was an award/plan credit (compensation and ESOP allocation), not an open-market buy or sell. Performance shares are contingent rights that may convert to actual shares per award terms and vesting conditions; ESOP share-equivalents reflect 401(k) plan allocations and do not represent an immediate cash transaction. Such awards are common components of executive compensation and do not by themselves indicate the insider is buying or selling stock on the market.
Insider Transaction Report
- Award
2023 Performance Shares
[F2][F3]2026-02-26+66,088.215→ 66,088.215 total→ Common Stock, $1 2/3 Par Value (66,088.215 underlying)
- 30,643.733
Common Stock, $1 2/3 Par Value
- 14,883.27(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 January 30, 2026, as if investable cash equivalents held by the Plan were fully invested in Wells Fargo & Company (the "Company") common stock.
- [F2]Each Performance Share represents a contingent right to receive one share of Company common stock.
- [F3]Represents the number of 2023 Performance Shares (including reinvested dividend equivalents) determined based on financial performance for the three-year performance period ended December 31, 2025 pursuant to the terms and conditions of a Performance Share award granted on January 24, 2023, which is exempt under Rule 16b-3(d). 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.