Flowers Derek A. 4

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.