Flowers Derek A. 4

What Happened

• Derek A. Flowers, Senior Executive Vice President and Chief Risk Officer of Wells Fargo & Company (WFC), reported a pair of gift transactions dated 2026-07-15: a disposition by gift of 67,966 shares at $0.00 and an acquisition by gift of 67,966 shares at $0.00. Both transactions are coded “G” for gift and show no cash consideration.

Key Details

• Transaction date: 2026-07-15 (reported on Form 4 filed 2026-07-17).
• Transaction type/code: Gift (G); price: $0.00; shares: 67,966 disposed and 67,966 acquired.
• Shares owned after transaction: not specified in the excerpt of the filing.
• Footnotes included:
  • F1: Reflects share equivalent of units in the Wells Fargo ESOP Fund under the 401(k) Plan as of June 30, 2026, as if investable cash equivalents were fully invested in Wells Fargo common stock.
  • F2: Includes shares acquired under a dividend reinvestment program since the reporting person’s most recent Form 4.
• Filing timeliness: Reported two days after the transaction date (filed 2026-07-17), consistent with routine Form 4 timing.

Context

• Gifts are non‑purchase transactions and do not directly signal the insider’s buying or selling sentiment; these entries often reflect estate planning, intra-family transfers, or plan/ESOP accounting adjustments. The F1 note indicates these entries relate to ESOP/401(k) share-equivalent treatment rather than an open-market sale or purchase.