Form 4: Wells Fargo CRO's Routine Stock Vesting and Tax Withholding

Wells Fargo's Chief Risk Officer, Derek A. Flowers, reported routine vesting of restricted share rights and subsequent withholding of shares to cover FICA taxes.

Summary

• Derek A. Flowers, Sr. EVP and Chief Risk Officer of Wells Fargo & Company, reported transactions on December 5, 2025.
• He acquired a total of 3,375.3132 shares of common stock through the vesting of Restricted Share Rights (RSRs) at a price of $0.
• Concurrently, an equal amount of 3,375.3132 shares were disposed of at $90.21 per share to satisfy FICA tax obligations.
• These transactions resulted in no net change to his direct beneficial ownership from these specific vesting events.
• Indirect holdings include 14,647.81 shares in a 401(k) Plan as of November 28, 2025, 359.987 shares in a Spouse's IRA (including dividend reinvestment), and 273,773.566 shares of common stock and 25 Preferred Shares, Series L through a Trust.
• Remaining unvested Restricted Share Rights total 98,238.1131 shares, with future vesting dates extending to February 2028.

Sentiment

Score: 5

Explanation: The filing reports routine executive compensation events (RSR vesting and tax withholding) and does not contain information that would significantly alter the company's financial outlook or operational performance. It is a neutral, administrative report.

Positives

• The vesting of Restricted Share Rights indicates the fulfillment of compensation agreements for the Chief Risk Officer.
• The reporting person continues to hold a significant indirect beneficial ownership in Wells Fargo & Company through various plans and trusts, demonstrating alignment with shareholder interests.

Future Outlook

The filing details future vesting schedules for Restricted Share Rights extending through February 2028, indicating ongoing long-term incentive compensation for the Chief Risk Officer.

Management Comments

• 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.

Industry Context

This filing represents a routine executive compensation event common across publicly traded companies, where restricted stock units or rights vest and a portion is withheld for tax obligations. It reflects standard practices in financial services for aligning executive incentives with long-term company performance.

Comparison to Industry Standards

• The use of Restricted Share Rights (RSRs) as a component of executive compensation is a common practice in the financial industry, aligning executive interests with long-term shareholder value, similar to compensation structures at major banks like JPMorgan Chase, Bank of America, and Citigroup.
• The withholding of shares to cover FICA taxes upon vesting is a standard and expected procedure for equity compensation across all industries, not unique to Wells Fargo or the financial sector.

Corporate Governance

Stakeholder Impact

• Shareholders: Minimal direct impact as these are routine compensation events. The continued holding of shares by the CRO aligns executive interests with shareholders.
• Management: Confirms the structure of executive long-term incentive compensation.

Next Steps

• Future vesting of remaining Restricted Share Rights on scheduled dates through February 2028.

Key Dates

Keywords

Wells Fargo, WFC, Derek A. Flowers, Form 4, Insider Transaction, Restricted Share Rights, RSRs, Stock Vesting, FICA Taxes, Executive Compensation, Corporate Governance