Flowers Derek A. 4
4 · WELLS FARGO & COMPANY/MN · Filed Mar 9, 2026
Research Summary
AI-generated summary of this filing
Wells Fargo (WFC) Derek Flowers Receives Performance Shares
What Happened
Derek A. Flowers, Senior EVP and Chief Risk Officer of Wells Fargo & Company, received 66,453.343 shares on March 5, 2026 upon settlement of a 2023 Performance Share award. To cover tax withholding related to the settlement, 29,130.982 shares were surrendered at an effective value of $83.93 per share, generating approximately $2,444,963. Net shares delivered to Flowers after withholding were 37,322.361. The award settled with no cash exercise price (listed as $0.00 per share).
Key Details
- Transaction date: March 5, 2026; Form 4 filed March 9, 2026.
- Award type: Settlement of 2023 Performance Share award (granted Jan 24, 2023) for the three‑year performance period ended Dec 31, 2025.
- Shares acquired on settlement: 66,453.343 (conversion of contingent performance shares).
- Shares withheld/disposed for taxes: 29,130.982 at $83.93/share = $2,444,963.
- Net shares retained: 37,322.361.
- Footnotes: includes reinvested dividend equivalents; Performance Shares represent contingent rights to common stock; award determination exempt under Rule 16b‑3(d); reporting person agreed to required holding period under the Company’s Stock Ownership Policy.
- Shares owned after transaction: not specified in the excerpt (net delivered shown above).
- Filing timeliness: transaction reported on Form 4 (filed March 9) for March 5 activity.
Context
This was a routine settlement of performance‑based equity (not an open‑market buy or voluntary sale). The withholding of shares to satisfy tax obligations is administrative and common when awards vest. Performance shares were converted to common stock (no cash exercise price); a portion was withheld to cover taxes and the remainder was delivered to the insider.
Insider Transaction Report
- Exercise/Conversion
Common Stock, $1 2/3 Par Value
[F1]2026-03-05+66,453.343→ 97,097.076 total - Tax Payment
Common Stock, $1 2/3 Par Value
2026-03-05$83.93/sh−29,130.982$2,444,963→ 67,966.094 total - Exercise/Conversion
2023 Performance Shares
[F4][F5]2026-03-05−66,453.343→ 0 total→ Common Stock, $1 2/3 Par Value (66,453.343 underlying)
- 14,971.33(indirect: By 401(k))
Common Stock, $1 2/3 Par Value
[F2] - 361.358(indirect: By Spouse)
Common Stock, $1 2/3 Par Value
[F3] - 273,773.566(indirect: By Trust)
Common Stock, $1 2/3 Par Value
- 25(indirect: By Trust)
Preferred Shares, Series L
Footnotes (5)
- [F1]These shares represent common stock of Wells Fargo & Company (the "Company") acquired on March 5, 2026 upon settlement of a Performance Share award granted on January 24, 2023 for the three-year performance period ended December 31, 2025, as previously disclosed on a Form 4 filed on February 27, 2026 (including reinvested dividend equivalents).
- [F2]Reflects share equivalent of units in the Wells Fargo ESOP Fund under the 401(k) Plan (the "Plan") as of February 27, 2026, as if investable cash equivalents held by the Plan were fully invested in Company common stock.
- [F3]Includes shares acquired under a dividend reinvestment program since the reporting person's most recent filing on Form 4.
- [F4]Each Performance Share represents a contingent right to receive one share of Company common stock.
- [F5]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.