Flowers Derek A. 4

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.