WFC 8-K Current Reports

WELLS FARGO & COMPANY/MN 8-K Report, Financial Results (Oct 13, 2026)

Wells Fargo reported third quarter 2026 net income of $5.95 billion, or $1.87 per diluted share, versus $5.59 billion and $1.66 a year earlier, a 13% increase in EPS year over year. Quarter-over-quarter, net income fell 7% and EPS fell 6% from $2.00, driven by a 3% drop in total revenue to $21.9 billion as noninterest income declined 9% on lower trading, equity and venture gains. Year over year, revenue rose 2% and net interest income grew 5% to $12.5 billion, while noninterest expense fell 1% to $13.7 billion, supported by an 8% reduction in headcount. Return on average tangible common equity improved to 16.3% from 15.2% a year ago, and average loans and deposits each grew 11% year over year. Credit costs rose modestly. The provision for credit losses increased to $1.03 billion from $681 million a year earlier, and net charge-offs were $983 million, or 0.38% of average loans, up from 0.34% in the prior quarter. Credit quality metrics improved sequentially, however: nonperforming assets fell $585 million to 0.70% of total loans, driven by lower commercial real estate nonaccrual loans. Capital moved lower over the quarter. The CET1 ratio under the Standardized Approach declined to 10.0% from 10.3% in the second quarter, largely due to higher interest rates reducing accumulated other comprehensive income, and the company repurchased $2.5 billion of stock and raised its quarterly dividend to $0.50 per share. All results are preliminary and subject to final review in the Form 10-Q. Management's commentary emphasized broad-based growth across Wealth and Investment Management (revenue up 12%), Commercial Banking (up 6%), Consumer Banking and Lending (up 5%) and Corporate and Investment Banking (up 3%). Management also guided 2026 net interest income to plus or minus $50 billion, expects 4Q26 net interest income of about $13 billion, and expects 2026 noninterest expense of about $55.7 billion. Results included a $170 million discrete tax benefit, and the year-over-year comparison is aided by the absence of $296 million in severance expense in 3Q25.

Oct 13, 2026 8-K

WELLS FARGO & COMPANY/MN 8-K Report, Exhibit Filing (Sep 24, 2026)

Wells Fargo & Company/MN (WFC) filed an 8-K on September 24, 2026, primarily to disclose the issuance of new debt securities and to file related documentation. This filing concerns two tranches of Medium-Term Notes, Series Y, totaling $6 billion in aggregate principal amount. Specifically, the company issued $2.5 billion in Senior Redeemable Fixed-to-Floating Rate Notes due September 24, 2030, and $3.5 billion in Senior Redeemable Fixed-to-Floating Rate Notes due September 24, 2037. The purpose of this filing is to provide investors with the official documentation of these debt issuances. The exhibits include the forms of the notes themselves, the legal opinion from Faegre Drinker Biddle & Reath LLP regarding the validity and terms of the notes, and the consent of the legal counsel. This action is in connection with a previously filed Registration Statement on Form S-3, indicating these notes are part of a broader capital-raising strategy.

Sep 24, 2026 8-K

Leadership Changes

WELLS FARGO & COMPANY/MN 8-K Report, Executive Changes (Sep 23, 2026)

Wells Fargo & Company (WFC) has announced a significant leadership change, appointing Scott E. Powell as its new Chief Risk Officer (CRO) effective January 15, 2027. This transition marks a strategic shift for Mr. Powell, who will be stepping down from his current role as Chief Operating Officer (COO) to focus on the critical function of risk management. The appointment comes at a time when robust risk oversight is paramount for financial institutions, suggesting a proactive approach by Wells Fargo to strengthen its risk framework.

Sep 23, 2026 8-K

WELLS FARGO & COMPANY/MN 8-K Report, Bylaw Amendment (Aug 19, 2026)

Wells Fargo & Company/MN (WFC) has filed an 8-K report detailing the creation and subsequent sale of a new series of preferred stock. Specifically, the company designated and authorized 70,000 shares of "6.55% Fixed Rate Reset Non-Cumulative Perpetual Class A Preferred Stock, Series HH." These shares have a liquidation preference of $25,000 per share, totaling a significant potential capital raise upon full issuance. Following this designation, on August 19, 2026, WFC successfully sold 1,750,000 Depositary Shares, with each representing a fractional interest (1/25th) in a share of the Series HH Preferred Stock. This issuance is part of a broader capital-raising effort, evidenced by the accompanying Underwriting Agreement and filings related to a Registration Statement on Form S-3. Investors should note the perpetual and non-cumulative nature of this preferred stock, which carry specific risk and return profiles.

Aug 19, 2026 8-K

WELLS FARGO & COMPANY/MN 8-K Report, Financial Results (Jul 14, 2026)

Wells Fargo reported second quarter 2026 net income of $6.4 billion, or $2.00 per diluted share, up 25% from $1.60 a year earlier, on revenue of $22.6 billion (up 9% year over year). Net interest income rose 5% to $12.3 billion and noninterest income rose 13% to $10.3 billion, while noninterest expense increased only 2% to $13.7 billion, producing positive operating leverage and an efficiency ratio of 60% versus 64% a year ago. ROTCE improved to 17.7% from 15.2%, and ROE to 15.0% from 12.8%. Credit quality improved: net charge-offs fell to $876 million (0.34% of average loans, down from 0.44%) and nonperforming assets declined $824 million quarter over quarter. Note that the quarter included a $132 million (about $0.04 per share) discrete tax benefit, and the noninterest income growth was boosted by strong venture capital gains. Balance sheet growth accelerated, with average loans up 12% year over year to $1.03 trillion and average deposits up 10% to $1.47 trillion. Management is deploying more balance sheet capacity after years of constraints. Capital remains strong, though the CET1 ratio declined to 10.3% from 11.1% a year ago, reflecting balance sheet growth, buybacks of $3.0 billion in the quarter (about $7 billion in the first half), and higher risk-weighted assets. The company also expects its third quarter dividend to rise 11% to $0.50 per share, subject to Board approval. All results are preliminary pending the Form 10-Q. For investors, the key questions are whether revenue growth from Markets, Banking and Wealth Management can persist, whether the lower-cost deposit base and credit trends hold, and how much the declining CET1 ratio constrains the pace of loan growth and buybacks. Management reaffirmed 2026 net interest income guidance of plus or minus $50 billion and noninterest expense of about $55.7 billion.

Jul 14, 2026 8-K

Leadership ChangesShareholder MattersExhibits & Filings

WELLS FARGO & COMPANY/MN 8-K Report, Exhibit Filing (May 20, 2026)

Wells Fargo & Company/MN (WFC) filed a Current Report on Form 8-K on May 20, 2026, primarily to disclose the issuance of new Medium-Term Notes. This filing serves to register these debt securities under a previously filed Form S-3 Registration Statement. The company issued a total of $6 billion in new debt across three tranches of Senior Redeemable Notes, Series Y. These include $2.25 billion in fixed-to-floating rate notes due May 20, 2029, $500 million in floating rate notes due May 20, 2029, and $3.25 billion in fixed-to-floating rate notes due May 20, 2032. This issuance signifies Wells Fargo's ongoing strategy to manage its capital structure and fund its operations through the debt markets.

May 20, 2026 8-K

WELLS FARGO & COMPANY/MN 8-K Report, Executive Changes (Apr 30, 2026)

Wells Fargo & Company/MN (WFC) filed an 8-K report detailing the outcomes of its 2026 Annual Shareholder Meeting held on April 28, 2026. The primary focus of the filing is the shareholder approval of the amended and restated 2022 Long-Term Incentive Plan. This plan is a critical component for executive and employee compensation, impacting the company's ability to attract and retain talent. Investors should note the overwhelming support for this plan amendment, indicating shareholder confidence in the company's compensation strategy. The report also covers the election of all 12 director nominees, who were re-elected with strong majority support, reflecting shareholder confidence in the current board's leadership. Additionally, shareholders provided advisory approval for the compensation of named executives ('Say on Pay'), demonstrating general agreement with the company's executive compensation practices. The appointment of KPMG LLP as the independent auditor was also ratified, a routine but important procedural matter for financial transparency and oversight. It is also notable that all six shareholder proposals presented did not receive majority support, suggesting that the board's current positions on these matters were favored by the majority of voting shareholders.

Apr 30, 2026 8-K

WELLS FARGO & COMPANY/MN 8-K Report, Financial Results (Apr 14, 2026)

Wells Fargo reported first quarter 2026 net income of $5.3 billion, or $1.60 per diluted share, compared with $4.9 billion, or $1.39 per share, a year earlier. Diluted EPS rose 15% year over year, supported by revenue growth of 6% to $21.4 billion, with net interest income up 5% and noninterest income up 8%. Management highlighted growth across all four operating segments, with Markets revenue up 19%, Wealth and Investment Management revenue up 14%, and Consumer Banking and Lending revenue up 7%. Note that the quarter included a $135 million (about $0.04 per share) one-time discrete tax benefit, and the company cautioned that the results are preliminary. Expenses rose 3% to $14.3 billion, and the efficiency ratio improved to 67% from 69%, though this is still higher than the prior quarter's 64%. Credit quality was broadly stable: net charge-offs were 0.45% of average loans, flat year over year, and nonperforming assets rose $265 million sequentially to $8.8 billion. The provision for credit losses increased 22% to $1.1 billion. Average loans grew 10% and average deposits grew 6%, while the company repurchased $4.0 billion of stock. However, capital ratios declined: the CET1 ratio fell to 10.3% from 11.1% a year ago, though the company says it continues to hold significant excess capital. For investors, the key takeaways are broad-based revenue momentum, strong buybacks, and a 2026 outlook that is unchanged (net interest income of about $50 billion, noninterest expense of about $55.7 billion). Investors should watch the lower CET1 ratio, the sequential rise in nonperforming loans, and the fact that the management commentary flagged that higher oil prices may take time to affect the economy.

Apr 14, 2026 8-K

WELLS FARGO & COMPANY/MN 8-K Report, Bylaw Amendment (Mar 18, 2026)

Wells Fargo & Company (WFC) has filed an 8-K report detailing the creation and subsequent sale of its new Series GG Preferred Stock. This move represents a strategic capital-raising effort, enabling the company to enhance its financial flexibility and potentially strengthen its balance sheet. The issuance of preferred stock is a common tool for large financial institutions to meet regulatory capital requirements or fund growth initiatives without diluting common shareholder equity in the same manner as common stock issuance. Investors should note that this Series GG Preferred Stock is non-cumulative and perpetual, carrying a fixed rate of 6.125% that is subject to reset. The company has also sold depositary shares, each representing a fraction of a Series GG Preferred Stock share, which often makes these types of securities more accessible to a broader range of investors. This issuance is part of a broader registration statement previously filed, indicating a well-planned financial strategy.

Mar 18, 2026 8-K

WELLS FARGO & COMPANY/MN 8-K Report, Bylaw Amendment (Mar 17, 2026)

Wells Fargo & Company (WFC) has filed an 8-K report detailing an administrative change regarding its preferred stock. Specifically, the company has eliminated the Certificate of Designation for its 3.90% Fixed Rate Reset Non-Cumulative Perpetual Class A Preferred Stock, Series BB. This action, effective March 17, 2026, removes the specific provisions of this preferred stock series from the company's Restated Certificate of Incorporation. This filing is primarily administrative and does not appear to involve any new financial issuances or immediate operational changes that would directly impact the company's core financial performance or strategic direction. Investors should note that this action relates to the formal extinguishment of the rights and terms associated with the Series BB Preferred Stock, which was previously established in January 2021. The company has made the relevant documentation, the Certificate Eliminating the Certificate of Designation, available as an exhibit to this filing.

Mar 17, 2026 8-K

WELLS FARGO & COMPANY/MN 8-K Report, Corporate Update (Feb 25, 2026)

Wells Fargo & Company (NYSE: WFC) announced in an 8-K filed February 25, 2026 that it will fully redeem its 3.90% Fixed Rate Reset Non-Cumulative Perpetual Class A Preferred Stock, Series BB, and all related depositary shares. The redemption date is March 15, 2026, which shifts to March 16, 2026 because of a non-business day. The company will redeem 140,400 preferred shares at $25,000.00 per share and 3,510,000 depositary shares at $1,000.00 per depositary share, each representing a 1/25th interest in a preferred share. After the redemption, no Series BB preferred or depositary shares will remain outstanding. The redemption prices exclude declared but unpaid dividends. Because the redemption date coincides with a regular dividend payment date, the quarterly dividend will be paid separately on the same shifted date to holders of record at the close of business on February 27, 2026. The company states that all regulatory requirements have been satisfied and that no covenant restricts the redemption. Computershare Trust Company, N.A. is the redemption agent. For investors, this is a routine capital management event that retires a higher-cost perpetual preferred instrument and eliminates its ongoing dividend obligation. The filing does not discuss the reasons for the redemption, its effect on capital ratios, or any replacement issuance. Holders should expect cash payment of the redemption price plus the separately paid March dividend, and should note that the filing itself contains no new financial results or guidance.

Feb 25, 2026 8-K

WELLS FARGO & COMPANY/MN 8-K Report, Exhibit Filing (Feb 13, 2026)

Wells Fargo & Company (WFC) and its subsidiary, Wells Fargo Finance LLC, have filed an 8-K to report the establishment of their respective Medium-Term Note Programs. Specifically, Wells Fargo & Company launched Series AA, and Wells Fargo Finance LLC launched Series B. This filing primarily serves to submit the related Distribution Agreements and forms of global master notes for these new debt programs. The creation of these programs allows the company to access funding through the issuance of medium-term notes, which is a common practice for large financial institutions to manage liquidity and capital needs. This action indicates Wells Fargo's ongoing strategy to diversify its funding sources and manage its balance sheet effectively. Investors should note that while this filing itself does not disclose specific financial results or material operational changes, it is a procedural step related to the company's debt issuance capabilities. The supporting documents provide details on the terms and conditions under which these notes will be issued, offering transparency into the company's debt financing structure.

Feb 13, 2026 8-K

Other Events

WELLS FARGO & COMPANY/MN 8-K Report, Corporate Update (Jan 29, 2026)

Wells Fargo & Company/MN (WFC) has filed an 8-K detailing the total compensation approved for its Chairman and CEO, Charles W. Scharf, for the 2025 performance year. The Board of Directors, on the recommendation of the Human Resources Committee, approved a total compensation package of $40 million. This decision was based on a comprehensive review of both company-wide and individual performance against financial and non-financial metrics, highlighting Mr. Scharf's leadership in key strategic areas. Key achievements cited include significant regulatory progress, such as closing consent orders and the Federal Reserve's removal of the asset cap, alongside improved financial results. The company reported a net income of $21.3 billion and a 17% increase in diluted EPS. Revenue grew by 5%, with strong contributions from both consumer and commercial segments. The company also maintained disciplined expense management while investing in technology and talent, returned substantial capital to shareholders, and saw an increase in return on equity. These efforts are beginning to yield benefits from long-term investments, positioning WFC for future growth and enhanced returns.

Jan 29, 2026 8-K

WELLS FARGO & COMPANY/MN 8-K Report, Exhibit Filing (Jan 23, 2026)

On January 23, 2026, Wells Fargo & Company issued $8.0 billion of Series Y Medium-Term Notes in four tranches, all senior and redeemable: $0.5 billion of floating-rate notes due 2030, $2.0 billion of fixed-to-floating notes due 2030, $3.5 billion of fixed-to-floating notes due 2037, and $2.0 billion of fixed-to-floating notes due 2047. The notes were issued under the company's Form S-3 shelf registration (File No. 333-287868). This 8-K is a procedural filing that places the note forms and the Faegre Drinker Biddle & Reath LLP legality opinion on record. It does not report earnings, capital ratios, or other operating results. For investors, the filing mainly signals that Wells Fargo continues to use the public term debt market to fund its balance sheet and manage its liability profile. The issuance spans maturities from roughly four years to roughly 21 years, which suggests a deliberate effort to extend and diversify funding across the curve. The filing does not disclose coupon rates, spreads, call dates, or the use of proceeds, so those details would need to come from the pricing supplement or other company disclosures. The bank's credit profile and capital position are not changed by this filing on its own. Its significance depends on how the new senior unsecured debt fits into Wells Fargo's broader funding plan, its total debt outstanding, and prevailing market rates.

Jan 23, 2026 8-K

WELLS FARGO & COMPANY/MN 8-K Report, Corporate Update (Jan 22, 2026)

Wells Fargo & Company filed an 8-K on January 22, 2026 to disclose the proposed settlement of a shareholder derivative lawsuit, In re Wells Fargo & Company Hiring Practices Derivative Litigation (N.D. Cal., Case No. 3:22-cv-05173-TLT). The suit alleged that directors breached fiduciary duties by failing to oversee fair lending practices and that they made misleading statements about hiring practices, causing the company to repurchase stock at inflated prices. The defendants deny all allegations. The court granted preliminary approval of the settlement on January 13, 2026, and a final Settlement Hearing is scheduled for May 5, 2026. The settlement consideration flows to the company rather than to shareholders. Wells Fargo must fund $100 million in mortgage assistance for low- and moderate-income borrowers over a minimum three-year period, and the director defendants' insurer will pay $10 million to the company within 30 days of the Effective Date. Plaintiffs' counsel intends to seek a $27.5 million fee and expense award, which is separate from and in addition to these amounts and is not paid by the company's own funds beyond what the notice describes. Individual shareholders receive no direct payment and no proof of claim form is involved. For investors, the financial impact is modest relative to Wells Fargo's scale, and the principal cost is the $100 million borrower program commitment. The settlement resolves a significant governance overhang and removes the risk of a trial that had been scheduled for April 27, 2026, though the company's separate mortgage discrimination and SEB securities actions are expressly carved out of the release and remain pending.

Jan 22, 2026 8-K

WELLS FARGO & COMPANY/MN 8-K Report, Financial Results (Jan 14, 2026)

Wells Fargo reported fourth quarter 2025 net income of $5.4 billion, or $1.62 per diluted share, up 6% and 13% year over year respectively. Excluding a $612 million pre-tax severance charge ($0.14 per share), net income was $5.8 billion, or $1.76 per share. Revenue was $21.3 billion, up 4% year over year, with net interest income up 4% and noninterest income up 5%. Noninterest expense fell 1% to $13.7 billion, and pre-tax pre-provision profit rose 17% to $7.6 billion. Credit quality was mixed: net charge-offs rose 8% sequentially to $1.03 billion, driven by commercial real estate office and commercial and industrial losses, and nonperforming assets rose to 0.86% of total loans. Full-year 2025 diluted EPS was $6.26, up 17%, with ROTCE of 14.6%. Capital and balance sheet trends were central to management's message. The CET1 ratio declined to 10.6% from 11.0% in the prior quarter, reflecting $5.0 billion of Q4 buybacks (58.2 million shares) and balance sheet growth in risk-weighted assets, which rose to $1.29 trillion. Average loans grew 5% year over year to $955.8 billion, led by commercial and industrial, auto, and credit card lending, while average deposits rose 2% to $1.38 trillion. Management also announced a new medium-term ROTCE target of 17-18%, following removal of the Federal Reserve asset cap and termination of multiple consent orders. For 2026, management guided to growth in net interest income excluding Markets, supported by mid-single-digit loan and deposit growth, and to lower expenses, citing lower severance and efficiency initiatives partly offset by higher FDIC assessments and revenue-related compensation. These are preliminary results, and the final figures in the 2025 Form 10-K may differ.

Jan 14, 2026 8-K

WELLS FARGO & COMPANY/MN 8-K Report, Corporate Update (Dec 12, 2025)

Wells Fargo & Company (NYSE: WFC) filed an 8-K on December 12, 2025 announcing its intention to redeem in full all of its Floating Rate Junior Subordinated Deferrable Interest Debentures due January 15, 2027 (CUSIP 949746TG6). The optional prepayment date is January 15, 2026, at a price equal to 100% of principal plus accrued and unpaid interest to, but excluding, that date. The filing is primarily a capital-management housekeeping event rather than a change to the company's financial condition or operations. The strategically relevant element is the covenant release. Under the terms of the Debentures, a covenant made for the benefit of their holders limits the Company's ability to repurchase or redeem its 3.90% Fixed Rate Reset Non-Cumulative Perpetual Class A Preferred Stock, Series BB. Once the Debentures are redeemed, that restriction falls away, giving Wells Fargo greater flexibility to manage or call the Series BB preferred stock in the future. The filing does not state that the Company intends to take such action, so investors should not read it as a signal of imminent preferred redemption. The filing contains no quantitative financial data, earnings figures, or guidance. The redemption is expected to be funded from the Company's existing resources, and the 8-K does not disclose the outstanding principal amount of the Debentures. Investors seeking the size of the impact should consult the Company's prior periodic reports for the outstanding balance.

Dec 12, 2025 8-K

WELLS FARGO & COMPANY/MN 8-K Report, Financial Results (Oct 14, 2025)

Wells Fargo reported third quarter 2025 net income of $5.6 billion, or $1.66 per diluted share, up 9% from $5.1 billion (or $1.42 per share) a year earlier and up modestly from the second quarter's $1.60. Total revenue rose 5% year over year to $21.4 billion, driven by a 2% increase in net interest income to $12.0 billion and a 9% increase in noninterest income to $9.5 billion. Noninterest expense rose 6% to $13.8 billion, including $296 million of severance, while credit quality improved: the provision for credit losses fell 36% to $681 million, net charge-offs declined to 0.40% of average loans, and nonperforming assets fell 2% sequentially. Return on equity was 12.8% and return on average tangible common equity was 15.2%, both up year over year, and the efficiency ratio deteriorated to 65%. Capital return remained significant: the company repurchased 74.6 million shares for $6.1 billion and raised its quarterly dividend 12.5% to $0.45 per share. The CET1 ratio declined to 11.0% from 11.3% a year earlier, reflecting the buybacks and balance sheet growth, and the company noted that the stress capital buffer decreased to 2.5% effective October 1, 2025, implying an 8.5% regulatory minimum. Management also presented a new medium-term ROTCE target of 17-18% and a goal of managing CET1 down to 10-10.5%. Average loans grew 2% year over year to $928.7 billion, and the company announced leadership changes with Charlie Scharf named Chairman and Steven Black as Lead Independent Director, effective October 14, 2025. For investors, the quarter shows improving profitability and credit trends alongside a shift toward higher capital return. Results are preliminary and subject to final review, and the filing notes that certain business customers were transferred from Commercial Banking to Consumer Banking and Lending, which affects comparisons across segments.

Oct 14, 2025 8-K

WELLS FARGO & COMPANY/MN 8-K Report, Exhibit Filing (Sep 15, 2025)

Wells Fargo & Company/MN (WFC) filed a Form 8-K on September 15, 2025, to report the issuance of new debt securities. This filing primarily serves to disclose the forms of the Medium-Term Notes, Series Y, and the legal opinion supporting these issuances, as required by its Registration Statement on Form S-3. The company has successfully raised a substantial amount of capital through these notes, indicating a strategic move to manage its capital structure and potentially fund various corporate initiatives. Specifically, WFC issued three tranches of Senior Redeemable Notes: $1.5 billion in fixed-to-floating rate notes due 2029, $750 million in floating rate notes due 2029, and $1.75 billion in fixed-to-floating rate notes due 2036. The total aggregate principal amount of these new debt issuances is $4.0 billion. Investors should note that these are senior redeemable notes, which suggests certain characteristics regarding their repayment and potential for early redemption by the company.

Sep 15, 2025 8-K

Leadership ChangesCorporate ChangesExhibits & Filings

WELLS FARGO & COMPANY/MN 8-K Report, Exhibit Filing (Aug 28, 2025)

Wells Fargo & Company/MN (WFC) has filed an 8-K report on August 28, 2025, announcing the establishment of two new debt issuance programs: a Medium-Term Note Program, Series Y, and a Subordinated Medium-Term Note Program, Series Z. This filing's primary purpose is to disclose the Distribution Agreement associated with these programs. While this report does not contain new financial statements, it signals Wells Fargo's ongoing strategy to manage its debt obligations and capital structure through diverse funding avenues. Investors should monitor these programs for potential impacts on the company's leverage and funding costs.

Aug 28, 2025 8-K

WELLS FARGO & COMPANY/MN 8-K Report, Executive Changes (Jul 31, 2025)

On July 31, 2025, Wells Fargo disclosed that its independent directors approved a one-time special equity award to CEO Charles W. Scharf, consisting of Restricted Share Rights with a grant-date value of about $30 million and 1.046 million Stock Options. Both vest pro-rata after the fourth, fifth, and sixth anniversaries of the July 29, 2025 grant date, and unvested portions are forfeited if Scharf resigns or retires. The Board framed the award as a retention measure and recognition of his leadership, citing 13 consent orders terminated during his tenure, the Federal Reserve's June 2025 removal of the 2018 asset growth cap, and strong financial performance. The award is subject to the clawback policy and a stock ownership requirement that Scharf retain at least 50% of net vested shares for his employment and one year after departure. The filing also reflects a governance change. The Board amended its By-Laws to remove the requirement that the Chairman be independent, and the independent directors intend to appoint Scharf as Chairman and name a Lead Independent Director. The By-Laws also tighten shareholder nomination and proposal procedures and make technical updates. In addition, the HRC will no longer maintain a target total compensation structure for named executive officers starting with the 2025 performance year, moving instead to a holistic performance assessment. For investors, the key takeaways are the size and long-term vesting of the CEO award, which ties pay to multi-year share price appreciation and retention, and the consolidation of CEO and Chairman roles offset by a required Lead Independent Director. Investors focused on board independence and shareholder rights may weigh these changes differently, while the regulatory milestones cited suggest progress on the transformation that followed the company's prior enforcement actions.

Jul 31, 2025 8-K

WELLS FARGO & COMPANY/MN 8-K Report, Exhibit Filing (Jul 29, 2025)

Wells Fargo & Company (WFC) has filed an 8-K report to disclose the issuance of $1.5 billion in Medium-Term Notes, Series W. These senior redeemable fixed-to-floating rate notes are due on April 23, 2031. This filing primarily serves to provide the necessary documentation, including the form of the note and legal opinions from Faegre Drinker Biddle & Reath LLP, in connection with a previously filed Registration Statement on Form S-3 (File No. 333-269514). For investors, this issuance represents a routine capital-raising activity for Wells Fargo. The notes are senior and redeemable, offering a fixed-to-floating rate structure, which provides some flexibility in interest rate management for both the issuer and potentially the investor depending on market conditions at the time of any coupon adjustments. The significant principal amount indicates the company's ongoing need for funding and its access to debt markets.

Jul 29, 2025 8-K

WELLS FARGO & COMPANY/MN 8-K Report, Financial Results (Jul 15, 2025)

Wells Fargo reported second quarter 2025 net income of $5.5 billion, or $1.60 per diluted share, up 12% from $4.9 billion a year earlier and up 12% from the first quarter. Total revenue rose 1% year over year to $20.8 billion, with noninterest income up 4% (helped by a $253 million gain on the acquisition of the remaining interest in its merchant services joint venture) while net interest income fell 2% to $11.7 billion on lower rates. Noninterest expense rose 1% to $13.4 billion, and the provision for credit losses fell 19% to $1.0 billion, reflecting improved credit quality: net charge-offs declined to 0.44% of average loans from 0.57%, and nonperforming assets fell 3% quarter over quarter. Capital and shareholder returns were the main positives. The company repurchased $3.0 billion of stock in the quarter (over $6 billion in the first half), CET1 ratio was 11.1%, and the stress capital buffer was lowered to 3.7%, with an expected further decline to 2.5%, subject to a pending Federal Reserve rulemaking. Management highlighted the lifting of the asset cap and termination of thirteen consent orders since 2019, and said it expects to raise the third quarter dividend to $0.45 per share from $0.40 (a 12.5% increase), subject to board approval. Key watch items include flat average loans and a 1% decline in average deposits year over year, a 45 basis point drop in average loan yield, continued pressure on net interest income (2025 NII guided roughly in line with 2024's $47.7 billion), and a lower Markets NII outlook partly offset by higher noninterest income. Results are preliminary pending the Form 10-Q.

Jul 15, 2025 8-K

WELLS FARGO & COMPANY/MN 8-K Report, Bylaw Amendment (Jun 17, 2025)

Wells Fargo & Company/MN (WFC) has filed an 8-K report detailing a significant corporate action related to its preferred stock. On June 17, 2025, the company officially eliminated the Certificate of Designations for its 5.875% Fixed-to-Floating Rate Non-Cumulative Perpetual Class A Preferred Stock, Series U. This action, effective immediately upon filing with the Delaware Secretary of State, removes the specific provisions and terms related to this series of preferred stock from the company's Restated Certificate of Incorporation. From an investor's perspective, this filing indicates a simplification of Wells Fargo's capital structure. The elimination of the Series U Preferred Stock's designation suggests that this series may no longer be outstanding or that its terms are being formally retired from the company's charter. Investors holding or considering the Series U Preferred Stock should review the implications of this action, particularly concerning any rights, preferences, or dividend provisions associated with it. For the broader investor base, this move likely aims to streamline corporate governance and reduce complexity.

Jun 17, 2025 8-K

WELLS FARGO & COMPANY/MN 8-K Report, Corporate Update (Jun 3, 2025)

On June 3, 2025, Wells Fargo & Company (NYSE: WFC) disclosed through an 8-K that the Federal Reserve Board has determined the bank has met all conditions required to remove the limits on growth in total assets imposed under its 2018 consent order. The asset cap, which restricted the size of the balance sheet, has been one of the most significant constraints on the company's growth since 2018. The filing states that lifting the restriction followed conditions covering board effectiveness and improvements to firmwide compliance and operational risk programs, along with a third-party independent review of the company's work in addition to direct Federal Reserve reviews. For investors, the key takeaway is that Wells Fargo now has the regulatory flexibility to grow its balance sheet, which could support higher loan volumes, net interest income, and returns over time. Management, led by CEO Charlie Scharf, said it plans to pursue growth and higher returns in a deliberate manner, so the pace of expansion remains a management decision rather than an immediate guarantee of faster growth. The filing does not provide quantitative guidance on balance sheet growth, capital deployment, or financial impact. The company also announced a special $2,000 award to all full-time employees, largely in the form of restricted stock grants, which is a modest cost relative to the company's scale but signals management's intent to broaden employee ownership. The filing contains no financial statements, and the forward-looking statements caveat directs readers to the company's 2024 Form 10-K risk factors.

Jun 3, 2025 8-K

WELLS FARGO & COMPANY/MN 8-K Report, Corporate Update (May 30, 2025)

Wells Fargo & Company (NYSE: WFC) and Wells Fargo Bank, National Association (the "Bank") announced on May 30, 2025 that the Bank, as sponsor of CoreStates Capital II and CoreStates Capital III (the "Trusts"), has submitted redemption notices for all outstanding capital securities issued by the Trusts. The redemption date is June 30, 2025, and the redemption price is $1,000 per capital security (100% of principal) plus accrued and unpaid distributions through, but excluding, the redemption date. After the redemption, no capital securities of either Trust will remain outstanding. The filing is a routine balance-sheet housekeeping event rather than a change in operating performance, strategy, or guidance. The Trusts' securities total $450 million in principal: $150 million of CoreStates Capital II floating rate subordinated capital income securities and $300 million of CoreStates Capital III floating rate capital trust pass-through securities. Relative to Wells Fargo's roughly $1.9 trillion in assets, the amount is immaterial to the company's overall capital position. For investors, the key takeaways are that the redemption eliminates legacy trust-preferred-style funding instruments that were inherited from the CoreStates acquisition, and that the securities are being retired at par, so there is no gain or loss to holders beyond accrued distributions. Holders of these securities should note the June 30, 2025 redemption date and the associated cash payment. The filing does not disclose the funding source for the redemption or any effect on regulatory capital ratios, so those details would need to be confirmed in subsequent periodic reports.

May 30, 2025 8-K

WELLS FARGO & COMPANY/MN 8-K Report, Corporate Update (May 14, 2025)

Wells Fargo & Company (NYSE: WFC) filed an 8-K on May 14, 2025 announcing the full redemption of its 5.875% Fixed-to-Floating Rate Non-Cumulative Perpetual Class A Preferred Stock, Series U, along with the related depositary shares. The company will redeem all 80,000 outstanding preferred shares and 2,000,000 depositary shares on June 15, 2025, which shifts to June 16, 2025 because of a non-business day. Following the redemption, no Series U preferred stock or depositary shares will remain outstanding. The redemption price is $25,000.00 per preferred share and $1,000.00 per depositary share, which equals $1,000 per depositary share under the 1/25 interest structure. Redemption prices exclude declared but unpaid dividends, since the redemption date coincides with a regular dividend payment date. Holders of record as of May 30, 2025 will receive the regular quarterly dividend separately on the same June payment date. The company states that all regulatory requirements for the redemption have been satisfied, and Computershare Trust Company, N.A. is serving as redemption agent. For investors, this is a routine capital management action rather than a signal of operational stress. Retiring the Series U issue reduces the company's outstanding preferred equity and its associated dividend obligations, and the filing does not indicate any change to common equity, earnings guidance, or operations. Holders of the depositary shares should note that the redemption is at par and that the final regular dividend is payable separately.

May 14, 2025 8-K

Shareholder Matters

WELLS FARGO & COMPANY/MN 8-K Report, Shareholder Vote Results (May 2, 2025)

Wells Fargo & Company/MN (WFC) filed an 8-K report detailing the outcomes of its annual shareholder meeting held on April 29, 2025. The primary outcomes centered on the election of directors, advisory approval of executive compensation, and ratification of the independent auditor. All 13 director nominees were re-elected with overwhelming support, indicating shareholder confidence in the current board leadership. Shareholders also provided strong advisory approval for the compensation of named executive officers and ratified the appointment of KPMG LLP as the company's independent registered public accounting firm for 2025, reflecting broad agreement on these governance matters. However, all four shareholder proposals presented at the meeting did not receive majority support and were therefore not approved. These proposals covered topics such as workplace harassment and discrimination, political spending congruency, energy supply ratios, and indigenous peoples' rights. The low voting percentages on these proposals suggest a divergence between shareholder advocacy on these specific ESG-related issues and the company's current approach or the board's recommendations.

May 2, 2025 8-K

WELLS FARGO & COMPANY/MN 8-K Report, Corporate Update (Apr 30, 2025)

Wells Fargo & Company disclosed in this April 30, 2025 Form 8-K (Item 8.01) the proposed settlement of a California state shareholder derivative action, Himstreet et al. v. Scharf et al. (Case No. CGC-22-599223), following preliminary approval by the San Francisco Superior Court on April 23, 2025. The suit alleged that the individual defendants, including current and former senior leaders and directors, breached fiduciary duties by mismanaging and failing to comply with a series of regulatory consent orders covering consumer banking practices and risk management. The company is furnishing the court-mandated notice (Exhibit 99.1) and the stipulated settlement agreement (Exhibit 99.2) to inform shareholders. The core economic term is a $100 million monetary payment, funded by the company's directors' and officers' (D&O) excess insurers and paid to Wells Fargo, not to shareholders directly, within 15 calendar days of the Effective Date. Wells Fargo has also implemented corporate governance reforms during the litigation, including enhanced risk management oversight, additional employee training, and changes to Board composition. The defendants deny all wrongdoing and entered the settlement to avoid the cost and uncertainty of continued litigation. Under the agreement, Wells Fargo will pay plaintiffs' counsel $33,333,333 in attorneys' fees and expenses, paid in Wells Fargo common stock, with a company top-up in cash or stock if the stock value falls below $33 million at payment. For investors, the filing is primarily a legal and governance disclosure with limited direct financial impact: the $100 million recovery is funded by insurance rather than company capital, and the derivative settlement is non-monetary for shareholders beyond the indirect benefit of the payment and reforms. The settlement remains subject to a July 24, 2025 hearing before Judge Jeffrey S. Ross, and it is not yet final. The filing also indicates that a related federal derivative action in the Northern District of California has been stayed pending resolution of this case, so the settlement could resolve that matter as well. Investors should note that the settlement's approval, the fee arrangement, and the release of claims tied to seven consent orders remain subject to court approval.

Apr 30, 2025 8-K

WELLS FARGO & COMPANY/MN 8-K Report, Exhibit Filing (Apr 23, 2025)

Wells Fargo & Company/MN (WFC) filed an 8-K on April 23, 2025, to report the issuance of a significant amount of Medium-Term Notes, Series W. This issuance includes four tranches totaling $8.0 billion, comprising $3.0 billion in Senior Redeemable Fixed-to-Floating Rate Notes due April 23, 2036, $2.25 billion in similar notes due April 23, 2031, another $2.25 billion in similar notes due April 23, 2029, and $500 million in Senior Redeemable Floating Rate Notes also due April 23, 2029. This filing is primarily to provide the necessary documentation related to these debt offerings, including the forms of the Notes themselves, legal opinions from Faegre Drinker Biddle & Reath LLP regarding the Notes, and consents from the same law firm in its capacity as tax counsel. Investors should view this as a routine debt issuance aimed at managing the company's capital structure and funding needs, rather than an event signaling a change in operational performance or strategic direction.

Apr 23, 2025 8-K

WELLS FARGO & COMPANY/MN 8-K Report, Financial Results (Apr 11, 2025)

Wells Fargo reported first quarter 2025 net income of $4.9 billion, or $1.39 per diluted share, versus $4.6 billion, or $1.20, a year earlier. Diluted EPS rose 16% year over year, aided by an 8% reduction in diluted share count after the company repurchased 44.5 million shares ($3.5 billion) in the quarter. Total revenue fell 3% to $20.1 billion, with net interest income down 6% on lower rates and lower loan balances, while noninterest income was roughly flat. Noninterest expense declined 3% to $13.9 billion, and the provision for credit losses was $932 million, flat year over year. ROE improved to 11.5% and ROTCE to 13.6%, and the CET1 ratio was a preliminary 11.1%. Earnings quality was mixed. Results included a $313 million ($0.09 per share) discrete tax benefit and a $263 million ($0.06 per share) gain on the sale of a commercial non-agency third-party servicing business, offset by $149 million ($0.03 per share) of losses from a securities portfolio repositioning. Credit trends improved: net loan charge-offs fell to $1.0 billion (0.45% of average loans), with commercial charge-offs down sharply on lower office CRE losses. However, nonperforming assets rose 4% to $8.2 billion, driven by commercial and industrial nonaccruals. Management reported closing five consent orders in the quarter and said it is prepared for a slower economic environment in 2025 given trade-policy uncertainty. For investors, the key tension is between capital-return-driven EPS growth and a still-declining top line. Net interest income is under pressure from falling rates and a shrinking loan book, and the company reaffirmed its 2025 guidance of net interest income roughly 1% to 3% higher than 2024 and noninterest expense of about $54.2 billion. All figures are preliminary and subject to final review in the Form 10-Q.

Apr 11, 2025 8-K

WELLS FARGO & COMPANY/MN 8-K Report, Corporate Update (Mar 17, 2025)

Wells Fargo & Company (NYSE: WFC) disclosed in this Form 8-K, filed March 17, 2025, that the Office of the Comptroller of the Currency (OCC) terminated its 2021 consent order related to loss mitigation practices in the company's Home Lending business. The action was announced through a news release furnished as Exhibit 99.1 under Item 8.01 (Other Events). The filing does not contain financial statements or quantitative results, so its significance lies in regulatory progress rather than near-term earnings. According to the news release, this is the eleventh consent order closed by Wells Fargo's regulators since 2019 and the fifth closed so far in 2025. CEO Charlie Scharf characterized the roughly three-and-a-half-year timeline as much improved relative to historical orders, including two 2011 Federal Reserve orders that were also terminated earlier in 2025. He stated the company remains confident it will complete the work required under its remaining consent orders, implying that some regulatory obligations are still outstanding. For investors, the termination reduces regulatory overhang tied to Home Lending and supports the broader narrative that Wells Fargo is making sustained progress under its legacy enforcement actions. Such milestones can be relevant to assessments of operating constraints, compliance costs, and potential future growth restrictions. However, the filing provides no detail on remaining orders, financial impact, or timing for further terminations, so investors should continue to monitor the company's periodic reports for updates.

Mar 17, 2025 8-K

Leadership ChangesExhibits & Filings

WELLS FARGO & COMPANY/MN 8-K Report, Corporate Update (Feb 13, 2025)

Wells Fargo & Company (NYSE: WFC) disclosed in this Form 8-K, filed February 13, 2025 under Item 8.01 (Other Events), that the Office of the Comptroller of the Currency (OCC) has terminated the company's 2018 consent order related to its compliance risk management program. The company issued a news release (Exhibit 99.1) confirming the development. Management described it as the tenth consent order closed by the company's regulators since 2019. For investors, the termination is a meaningful step in the multi-year remediation effort that has constrained Wells Fargo's operations since the sales practices and risk management issues that emerged in 2016 and 2018. Regulatory enforcement actions have historically limited growth initiatives, restricted certain business activities, and added costs and management attention. Removing one more consent order, alongside the reported termination of three other consent orders in the prior three weeks and the OCC's termination of the 2016 sales practices consent order in 2024, reduces the overhang on the franchise. The CEO stated the company still has remaining consent orders to address, so the remediation program is not fully complete. The filing is largely informational and does not include financial results, guidance, or quantitative impacts. Investors should note that the release is a qualitative regulatory update, and the filing itself does not quantify any change to earnings, capital requirements, or asset caps. Forward-looking statements in the release are subject to risks described in the company's 2023 Form 10-K.

Feb 13, 2025 8-K

Other Events

WELLS FARGO & COMPANY/MN 8-K Report, Corporate Update (Jan 30, 2025)

Wells Fargo & Company (WFC) announced on January 30, 2025, that its Board of Directors has approved a total compensation of $31.2 million for CEO and President Charles W. Scharf for the 2024 performance year. This compensation reflects the Board's assessment of Mr. Scharf's leadership in several key areas, including significant strides in strengthening the company's risk and control infrastructure, which remains a top priority. The Board also highlighted strong financial performance, improved earnings capacity, and substantial capital returns to shareholders. The approved compensation package includes a base salary of $2.5 million and $28.7 million in variable compensation, comprising $7.2 million in cash and $21.5 million in long-term equity awards. The equity component is weighted towards Performance Share Awards (65%) and Restricted Share Rights (35%). This decision is part of a broader executive compensation program that evaluates both financial and non-financial performance criteria, with further details to be provided in the company's proxy statement.

Jan 30, 2025 8-K

WELLS FARGO & COMPANY/MN 8-K Report, Executive Changes (Jan 30, 2025)

Wells Fargo & Company (NYSE: WFC) filed an 8-K on January 30, 2025, disclosing a leadership change in its Corporate & Investment Banking (CIB) division. Jon Weiss, Co-CEO of CIB, has informed the company of his intention to retire. He steps down as Co-CEO effective immediately and will formally retire on June 1, 2025. Fernando Rivas, who joined Wells Fargo in May 2024 as Co-CEO of CIB, becomes CIB's sole CEO effective immediately. The filing is primarily a personnel disclosure under Item 5.02 and does not include new financial results, guidance, or changes to reported financials. The accompanying press release attributes significant growth to Weiss's tenure: CEO Charlie Scharf states that since Weiss began leading CIB in early 2020, CIB net income is approximately 40% higher and revenue approximately 35% higher. These are management's characterizations, not figures audited or reconciled within this filing. For investors, the key considerations are continuity and execution risk in a major revenue-generating segment. Management frames the transition as orderly, since Rivas already co-leads the business and Weiss remains with the company until June 1, 2025. The filing does not disclose the reasons for the departure beyond retirement, any compensation or separation arrangements, or the Company's succession plans for the remaining CIB leadership beyond Rivas.

Jan 30, 2025 8-K

WELLS FARGO & COMPANY/MN 8-K Report, Corporate Update (Jan 28, 2025)

Wells Fargo & Company/MN (WFC) has announced the termination of a 2022 consent order with the Consumer Financial Protection Bureau (CFPB). This order, which addressed issues in automobile lending, consumer deposit accounts, and mortgage lending, has now concluded. The termination signifies a significant milestone for Wells Fargo, suggesting that the company has successfully remediated the concerns previously raised by the CFPB in these critical areas. For investors, this development is largely positive, indicating a reduction in regulatory overhang and a step towards normalizing operations. The resolution of this consent order potentially removes ongoing scrutiny and associated costs, allowing the company to focus more resources on strategic initiatives and core business growth. Investors will likely view this as a sign of improved compliance and risk management, which could bolster confidence in the company's future performance.

Jan 28, 2025 8-K

WELLS FARGO & COMPANY/MN 8-K Report, Exhibit Filing (Jan 24, 2025)

Wells Fargo & Company/MN (WFC) has filed an 8-K report on January 24, 2025, to disclose the issuance of new Medium-Term Notes, Series W. This filing primarily serves to provide investors with the specific documentation related to these debt offerings, including the forms of the notes and legal opinions. The company has raised a total of $6 billion through these issuances, aimed at supporting its ongoing funding needs and corporate activities. These notes consist of three tranches: $3 billion in Senior Redeemable Fixed-to-Floating Rate Notes due 2031, $2.35 billion in Senior Redeemable Fixed-to-Floating Rate Notes due 2028, and $0.65 billion in Senior Redeemable Floating Rate Notes due 2028. The inclusion of "Fixed-to-Floating Rate" in the note descriptions suggests a feature where the interest rate initially is fixed and then adjusts to a floating rate over the life of the security, a common practice for managing interest rate risk. Investors should note the specific maturity dates and rate structures for each tranche.

Jan 24, 2025 8-K

WELLS FARGO & COMPANY/MN 8-K Report, Financial Results (Jan 15, 2025)

Wells Fargo reported fourth quarter 2024 net income of $5.1 billion, or $1.43 per diluted share, up 47% from $3.4 billion a year earlier, and full-year 2024 net income of $19.7 billion, or $5.37 per diluted share, up 11% in EPS. Quarterly results were flattered by $863 million ($0.26 per share) of discrete tax benefits and weighed down by $647 million ($0.15 per share) of severance expense and $448 million ($0.10 per share) of losses from an investment portfolio repositioning. Total revenue was flat year over year at $20.4 billion, as net interest income fell 7% to $11.8 billion while noninterest income rose 11% to $8.5 billion. Noninterest expense fell 12% to $13.9 billion, largely because the prior-year quarter included a $1.9 billion FDIC special assessment, and the efficiency ratio improved to 68% from 77%. Credit and capital metrics were broadly stable. Net loan charge-offs were 0.53% of average loans, unchanged from a year earlier, and nonperforming assets declined 5% sequentially to $7.9 billion, driven by lower commercial real estate office nonaccruals. The CET1 ratio under the binding Standardized Approach was 11.1%, down from 11.4%, and the company repurchased $4.0 billion of stock in the quarter and roughly $20 billion for the full year. Management also highlighted the OCC's termination of a 2016 consent order on sales practices as a regulatory milestone, while noting that operational risk and compliance remediation work continues. Looking ahead, management expects 2025 net interest income to be roughly 1% to 3% higher than 2024's $47.7 billion, and 2025 noninterest expense of about $54.2 billion, down from $54.6 billion in 2024. Investors should note that the company's ROTCE of 13.9% in the quarter remains a key benchmark against management's stated goal of a sustainable 15%. The figures are preliminary and subject to final review in the Form 10-K.

Jan 15, 2025 8-K

WELLS FARGO & COMPANY/MN 8-K Report, Exhibit Filing (Dec 3, 2024)

Wells Fargo & Company (WFC) has filed an 8-K Current Report to disclose the issuance of $2.5 billion in Senior Redeemable Fixed-to-Floating Rate Medium-Term Notes, Series W, due December 3, 2035. This filing primarily serves to officially register these new debt securities with the SEC. The notes carry a fixed interest rate initially, which will convert to a floating rate at a later, unspecified date, and are redeemable, providing flexibility for the company. This issuance represents a routine capital markets activity for a large financial institution like Wells Fargo, aimed at managing its funding structure and liquidity.

Dec 3, 2024 8-K

WELLS FARGO & COMPANY/MN 8-K Report, Financial Results (Oct 11, 2024)

Wells Fargo reported third quarter 2024 net income of $5.1 billion, or $1.42 per diluted share, up from $4.9 billion and $1.33 in the second quarter but down from $5.8 billion and $1.48 a year earlier. Total revenue fell 2% year over year to $20.4 billion, as an 11% decline in net interest income (to $11.7 billion) was largely offset by a 12% increase in noninterest income (to $8.7 billion), driven by venture capital gains, higher asset-based fees in Wealth and Investment Management, and stronger investment banking and trading results. Noninterest expense was roughly flat at $13.1 billion, and the efficiency ratio held at 64%. Results include a $447 million net loss on debt securities tied to a portfolio repositioning, which reduced EPS by $0.10. Capital generation remained a central theme. The CET1 ratio rose to a preliminary 11.3% from 11.0% a year earlier, and the company repurchased $3.5 billion of stock in the quarter (over $15 billion year to date) while raising the quarterly dividend 14% to $0.40 per share. Diluted share count is down 7% year over year. Credit quality showed modest deterioration in charge-offs, with net loan charge-offs rising to $1.1 billion (0.49% of average loans) from $850 million a year ago, although they declined sequentially, and nonperforming assets fell 3% from the prior quarter. Management guided that 2024 net interest income will be down about 9% from 2023's $52.4 billion, with fourth-quarter net interest income expected to be roughly in line with third quarter. Full-year 2024 noninterest expense is expected at about $54.0 billion, unchanged from prior guidance, though outstanding litigation, regulatory and customer remediation matters could affect operating losses. All figures are preliminary and subject to final review in the Form 10-Q.

Oct 11, 2024 8-K

WELLS FARGO & COMPANY/MN 8-K Report, Corporate Update (Sep 12, 2024)

Wells Fargo & Company (NYSE: WFC) disclosed in a September 12, 2024 Form 8-K that Wells Fargo Bank, N.A. entered into a formal written agreement with the Office of the Comptroller of the Currency (OCC) (Agreement AA-ENF-2024-72) addressing deficiencies in the bank's anti-money laundering (AML) internal controls, financial crimes risk management, and OFAC sanctions compliance. The OCC cited violations of several regulations, including suspicious activity reporting, customer due diligence, customer identification, beneficial ownership, currency transaction reporting, and the travel rule. The agreement requires an extensive remediation program covering an Action Plan due within 120 days, enhanced compliance committee oversight, front-line and second-line financial crimes controls, independent audit testing, customer due diligence, suspicious activity monitoring, risk assessment, data integrity, and OFAC compliance programs. The most consequential element for investors is Article XII, which restricts new business expansion. Until the OCC issues a no-supervisory-objection determination on a new business initiative program, the bank may not expand into new products, services, or geographic markets carrying medium or high BSA/AML or OFAC inherent risk without prior OCC approval, and must give at least 30 days' prior notice for low-risk expansions. Even after approval, medium- and high-risk expansions require 30 days' notice. This is a growth constraint that could affect revenue initiatives in the affected bank subsidiary. In its news release, Wells Fargo said it has been working to address a substantial portion of the agreement's requirements and is committed to completing the work with the same urgency as its other regulatory commitments. The filing does not disclose any monetary penalty, and the agreement is a supervisory order rather than a contract. Investors should note that the agreement is effective until modified or terminated by the OCC, and compliance will not be deemed achieved until the OCC verifies the corrective actions, which requires a sustained period of effectiveness.

Sep 12, 2024 8-K

WELLS FARGO & COMPANY/MN 8-K Report, Bylaw Amendment (Jul 23, 2024)

Wells Fargo & Company/MN (WFC) has filed an 8-K report detailing the creation and issuance of a new series of preferred stock. Effective July 19, 2024, the company designated 80,000 shares of "6.85% Fixed Rate Reset Non-Cumulative Perpetual Class A Preferred Stock, Series FF" (Series FF Preferred Stock). This series carries a liquidation preference of $25,000 per share. Further to this, on July 23, 2024, Wells Fargo completed the sale of 2,000,000 Depositary Shares, with each share representing a 1/25th interest in the Series FF Preferred Stock. This action represents a capital raise for the company through the issuance of preferred equity, specifically designed to meet certain regulatory or strategic capital requirements.

Jul 23, 2024 8-K

WELLS FARGO & COMPANY/MN 8-K Report, Financial Results (Jul 12, 2024)

Wells Fargo reported second quarter 2024 net income of $4.9 billion, or $1.33 per diluted share, up 11% from $1.20 in the first quarter and up 6% from $1.25 a year earlier. Total revenue was $20.7 billion, roughly flat year over year (up 1%) and down 1% sequentially. The mix shifted sharply: net interest income fell 9% year over year to $11.9 billion as higher funding costs and lower loan and deposit balances weighed, while noninterest income rose 19% to $8.8 billion on stronger trading, investment banking, asset-based advisory fees, and venture capital gains. Noninterest expense rose 2% year over year but fell 7% sequentially to $13.3 billion, and the provision for credit losses was $1.2 billion versus $1.7 billion a year ago. Return on equity was 11.5% and return on average tangible common equity was 13.7%, with an efficiency ratio of 64%. Credit quality showed modest deterioration. Net loan charge-offs rose to $1.3 billion (0.57% of average loans annualized), up from 0.50% in the first quarter, driven by commercial real estate office losses and higher credit card charge-offs. Nonperforming assets increased 5% sequentially to $8.7 billion, again led by CRE office. The allowance for credit losses for loans was essentially stable at $14.8 billion, or 1.61% of total loans. Capital remained strong, with a preliminary Standardized CET1 ratio of 11.0% and the company repurchased $6.1 billion of common stock in the quarter. Management also guided to a third-quarter dividend increase to $0.40 per share from $0.35, and the Federal Reserve's final stress capital buffer for October 2024 through September 2025 is expected to rise to 3.8% from 2.9%. For investors, the key takeaways are that fee-based and markets revenue are offsetting a meaningful decline in net interest income, that expense discipline improved sequentially, and that credit costs in commercial real estate office and credit cards bear monitoring. Management raised its 2024 noninterest expense outlook to about $54.0 billion from $52.6 billion, citing higher revenue-related compensation and operating losses. All figures are preliminary and subject to change in the Form 10-Q.

Jul 12, 2024 8-K

WELLS FARGO & COMPANY/MN 8-K Report, Bylaw Amendment (Jun 18, 2024)

Wells Fargo & Company filed an 8-K on June 18, 2024, to report a corporate action related to its preferred stock. Specifically, the company eliminated the Certificate of Designations for its 5.90% Fixed-to-Floating Rate Non-Cumulative Perpetual Class A Preferred Stock, Series S. This action, effective upon filing with the Delaware Secretary of State, removes the provisions related to this specific series of preferred stock from the company's Restated Certificate of Incorporation. This filing is primarily a procedural update and does not appear to signal an immediate change in the company's financial performance or outstanding capital structure from an investor's perspective. Investors should note that the Series S Preferred Stock, which was originally designated in April 2014, has now had its specific designation removed from the company's charter. The impact on existing holders of this preferred stock or the overall financial health of Wells Fargo is not detailed in this particular filing.

Jun 18, 2024 8-K

Shareholder MattersCorporate ChangesExhibits & Filings

WELLS FARGO & COMPANY/MN 8-K Report, Corporate Update (May 9, 2024)

Wells Fargo & Company (NYSE: WFC) announced in an 8-K filed May 9, 2024, that it will fully redeem its 5.90% Fixed-to-Floating Rate Non-Cumulative Perpetual Class A Preferred Stock, Series S, and the related depositary shares. The redemption date is June 15, 2024, which falls on a non-business day, so payment shifts to June 17, 2024. The company is redeeming all 80,000 outstanding preferred shares and 2,000,000 depositary shares, each representing a 1/25th interest in a preferred share. After the redemption, no Series S preferred or depositary shares will remain outstanding. The redemption price is $25,000 per preferred share and $1,000 per depositary share, which implies an aggregate redemption amount of roughly $2.0 billion. The price is stated at the liquidation value and excludes declared but unpaid dividends. Holders will receive the regular quarterly dividend separately on the same June 17 payment date, to shareholders of record at the close of business on May 31, 2024. The company states that all regulatory requirements for the redemption have been satisfied, and Equiniti Trust Company, LLC is acting as redemption agent. For investors, this is a routine capital management action rather than a signal of operational stress. Retiring a higher-coupon preferred series reduces Wells Fargo's outstanding preferred equity and its fixed dividend obligations, and the filing does not disclose the funding source or any replacement issuance. Holders of the depositary shares should expect cash at the redemption price, with the dividend paid separately, and should account for the reinvestment decision that follows.

May 9, 2024 8-K

WELLS FARGO & COMPANY/MN 8-K Report, Bylaw Amendment (May 2, 2024)

Wells Fargo & Company/MN (WFC) filed an 8-K on May 1, 2024, detailing the outcomes of its 2024 Annual Meeting of Shareholders held on April 30, 2024. The most significant development for investors is the shareholder approval to amend the company's Restated Certificate of Incorporation to opt out of Delaware General Corporation Law (DGCL) Section 203, which imposes certain restrictions on business combinations. This amendment, while approved, will not become effective for another 12 months from its filing date of May 2, 2024. Additionally, the meeting saw the re-election of all 13 director nominees with strong majority support. Shareholders also approved, on an advisory basis, the executive compensation ('Say on Pay'), and ratified the appointment of KPMG LLP as the independent registered public accounting firm. Several shareholder proposals concerning various environmental, social, and governance (ESG) topics were presented but did not receive majority support, indicating a divergence between shareholder activism and the company's current strategy on these matters.

May 2, 2024 8-K

WELLS FARGO & COMPANY/MN 8-K Report, Exhibit Filing (Apr 23, 2024)

Wells Fargo & Company (WFC) filed an 8-K on April 23, 2024, primarily to report on the issuance of new debt. The company has issued CAD 1,250,000,000 in 5.083% Fixed-to-Floating Rate Notes due April 26, 2028. This filing includes the Underwriting Agreement, the form of the Notes, and a legal opinion regarding the issuance.

Apr 23, 2024 8-K

WELLS FARGO & COMPANY/MN 8-K Report, Exhibit Filing (Apr 22, 2024)

Wells Fargo & Company (WFC) filed a Current Report on Form 8-K on April 22, 2024, to report the issuance of new debt securities. Specifically, the company issued two tranches of Medium-Term Notes, Series W, with a total aggregate principal amount of $4.25 billion. The first tranche consists of $3.25 billion in Senior Redeemable Fixed-to-Floating Rate Notes due April 22, 2028. The second tranche is $1 billion in Senior Redeemable Floating Rate Notes, also due April 22, 2028. This filing primarily serves to provide the necessary documentation, including the forms of these notes and the legal opinion from Faegre Drinker Biddle & Reath LLP, in connection with a previously filed Registration Statement on Form S-3.

Apr 22, 2024 8-K

WELLS FARGO & COMPANY/MN 8-K Report, Financial Results (Apr 12, 2024)

Wells Fargo reported first quarter 2024 net income of $4.6 billion, or $1.20 per diluted share, compared with $5.0 billion, or $1.23 per diluted share, a year earlier. Revenue rose 1% year over year to $20.9 billion, but the mix shifted sharply: net interest income fell 8% to $12.2 billion as higher funding costs and lower loan balances weighed, while noninterest income rose 17% to $8.6 billion on stronger investment banking fees, trading revenue, Wealth and Investment Management asset-based fees, and an improved venture capital result. Noninterest expense rose 5% to $14.3 billion, including a $284 million FDIC special assessment charge and higher operating losses tied to customer remediation accruals. Return on equity was 10.5% and return on average tangible common equity was 12.3%, both lower than a year earlier, and the efficiency ratio was 69% versus 66%. Credit quality remained broadly stable quarter over quarter. Net charge-offs were $1.1 billion (0.50% of average loans, annualized), with commercial real estate office losses easing while credit card charge-offs continued to rise. Nonperforming assets were $8.2 billion, down 2% from the prior quarter, and the allowance for credit losses for loans was $14.9 billion, or 1.61% of total loans. Provision for credit losses fell to $938 million from $1.2 billion a year earlier, helped by a reserve release in commercial real estate and auto loans. Capital and liquidity remained strong. The preliminary CET1 ratio under the Standardized Approach was 11.2%, above the 8.9% regulatory minimum and buffers, and the company repurchased $6.1 billion of common stock (112.5 million shares) while paying $1.2 billion in dividends at $0.35 per share. Management also cited the OCC's termination of a 2016 consent order on sales practices, and it reiterated 2024 guidance of roughly 7-9% lower net interest income versus 2023 and noninterest expense of about $52.6 billion excluding the FDIC charge. Because these figures are preliminary and subject to final review, investors should await the Form 10-Q for final results.

Apr 12, 2024 8-K