WELLS FARGO & COMPANY/MN0000072971falseNYSE00000729712025-02-132025-02-130000072971us-gaap:CommonStockMember2025-02-132025-02-130000072971wfc:A7.5NonCumulativePerpetualConvertibleClassAPreferredStockSeriesLMember2025-02-132025-02-130000072971wfc:NonCumulativePerpetualClassAPreferredStockSeriesYMember2025-02-132025-02-130000072971wfc:NonCumulativePerpetualClassAPreferredStockSeriesZMember2025-02-132025-02-130000072971wfc:NonCumulativePerpetualClassAPreferredStockSeriesAAMember2025-02-132025-02-130000072971wfc:NonCumulativePerpetualClassAPreferredStockSeriesCCMember2025-02-132025-02-130000072971wfc:NonCumulativePerpetualClassAPreferredStockSeriesDDMember2025-02-132025-02-130000072971wfc:GuaranteeofMediumTermNotesSeriesAdueOctober302028ofWellsFargoFinanceLLCMember2025-02-132025-02-13

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): February 13, 2025

WELLS FARGO & COMPANY
(Exact name of registrant as specified in its charter)
Delaware 001-02979 No. 41-0449260
(State or Other Jurisdiction
of Incorporation)		 (Commission File
Number)		 (IRS Employer
Identification No.)
            
420 Montgomery Street, San Francisco, California 94104
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: 1-415-371-2921


    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
    ☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
    ☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
    ☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
    ☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol
Name of Each Exchange
on Which Registered
Common Stock, par value $1-2/3
WFC
New York Stock
Exchange
(NYSE)
7.5% Non-Cumulative Perpetual Convertible Class A Preferred Stock, Series L
WFC.PRL
NYSE
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series Y
WFC.PRY
NYSE
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series Z
WFC.PRZ
NYSE
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series AA
WFC.PRA
NYSE
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series CC
WFC.PRC
NYSE
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series DD
WFC.PRD
NYSE
Guarantee of Medium-Term Notes, Series A, due October 30, 2028 of Wells Fargo Finance LLC
WFC/28A
NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b‑2).
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o


Item 8.01.     Other Events.

On February 13, 2025, Wells Fargo & Company (the “Company”) issued a news release announcing that its 2018 consent order with the Office of the Comptroller of the Currency related to the Company’s compliance risk management program had terminated.

A copy of the news release is included as Exhibit 99.1 to this report and is incorporated by reference into this Item 8.01.


Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits
    
Exhibit No.DescriptionLocation
Filed herewith.
104Cover Page Interactive Data File.Embedded within the Inline XBRL document.

2

SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Dated:February 13, 2025WELLS FARGO & COMPANY
By: /s/ EMMA M. BAILEY
Emma M. Bailey
Executive Vice President,
Deputy General Counsel and Secretary


3
Exhibit 99.1

wfclogo.jpg



News Release | February 13, 2025

Wells Fargo Confirms Termination of 2018 OCC Compliance Consent Order

SAN FRANCISCO – February 13, 2025 – Wells Fargo & Company (NYSE: WFC) today confirmed that the Office of the Comptroller of the Currency (OCC) terminated its 2018 consent order related to the company’s compliance risk management program. This is the tenth consent order closed by Wells Fargo’s regulators since 2019.

Charlie Scharf, Wells Fargo’s CEO, said of today’s news:

“We are pleased that the OCC has validated the work required in the 2018 compliance consent order and has terminated the enforcement action. This development, along with the termination of three other consent orders in the last three weeks and the termination by the OCC of the 2016 sales practices consent order last year, is a huge accomplishment for the many thousands of people at Wells Fargo who have worked tirelessly to transform the company. We are a different company today than when the new management team arrived. We remain focused and confident in our ability to complete the work required in our remaining consent orders, while building one of the most respected financial institutions in the country.”

About Wells Fargo
Wells Fargo & Company (NYSE: WFC) is a leading financial services company that has approximately $1.9 trillion in assets. We provide a diversified set of banking, investment and mortgage products and services, as well as consumer and commercial finance, through our four reportable operating segments: Consumer Banking and Lending, Commercial Banking, Corporate and Investment Banking, and Wealth & Investment Management. Wells Fargo ranked No. 34 on Fortune’s 2024 rankings of America’s largest corporations. In the communities we serve, the company focuses its social impact on building a sustainable, inclusive future for all by supporting housing affordability, small business growth, financial health, and a low-carbon economy.

Cautionary Statement About Forward-Looking Statements
This news release contains forward-looking statements about our future financial performance and business. Because forward-looking statements are based on our current expectations and assumptions regarding the future, they are subject to inherent risks and uncertainties. Do not unduly rely on forward-looking statements as actual results could differ materially from expectations. Forward-looking statements speak only as of the date made, and we do not undertake to update them to reflect changes or events that occur after that date. For information about factors that could cause actual results to differ materially from our expectations, refer to our reports filed with the Securities and Exchange Commission, including the discussion under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the Securities and Exchange Commission and available on its website at www.sec.gov.

Contact Information
Media
Beth Richek, 980-308-1568


© 2025 Wells Fargo Bank, N.A. All rights reserved. For public use.

beth.richek@wellsfargo.com

Investor Relations
John Campbell, 415-396-0523
john.m.campbell@wellsfargo.com

News Release Category: WF-CF
###
2
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Document and Entity Information Document
Feb. 13, 2025
Entity Information [Line Items]  
Document Type 8-K
Document Period End Date Feb. 13, 2025
Entity Registrant Name WELLS FARGO & COMPANY/MN
Entity Central Index Key 0000072971
Amendment Flag false
Entity Incorporation, State or Country Code DE
Entity File Number 001-02979
Entity Tax Identification Number 41-0449260
Entity Address, Address Line One 420 Montgomery Street
Entity Address, City or Town San Francisco
Entity Address, State or Province CA
Entity Address, Postal Zip Code 94104
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Local Phone Number 371-2921
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Common Stock, par value $1-2/3  
Entity Information [Line Items]  
Title of 12(b) Security Common Stock, par value $1-2/3
Trading Symbol WFC
Security Exchange Name NYSE
7.5% Non-Cumulative Perpetual Convertible Class A Preferred Stock, Series L [Member]  
Entity Information [Line Items]  
Title of 12(b) Security 7.5% Non-Cumulative Perpetual Convertible Class A Preferred Stock, Series L
Trading Symbol WFC.PRL
Security Exchange Name NYSE
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series Y  
Entity Information [Line Items]  
Title of 12(b) Security Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series Y
Trading Symbol WFC.PRY
Security Exchange Name NYSE
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series Z  
Entity Information [Line Items]  
Title of 12(b) Security Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series Z
Trading Symbol WFC.PRZ
Security Exchange Name NYSE
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series AA  
Entity Information [Line Items]  
Title of 12(b) Security Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series AA
Trading Symbol WFC.PRA
Security Exchange Name NYSE
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series CC  
Entity Information [Line Items]  
Title of 12(b) Security Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series CC
Trading Symbol WFC.PRC
Security Exchange Name NYSE
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series DD  
Entity Information [Line Items]  
Title of 12(b) Security Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series DD
Trading Symbol WFC.PRD
Security Exchange Name NYSE
Guarantee of Medium-Term Notes, Series A, due October 30, 2028 of Wells Fargo Finance LLC [Member]  
Entity Information [Line Items]  
Title of 12(b) Security Guarantee of Medium-Term Notes, Series A, due October 30, 2028 of Wells Fargo Finance LLC
Trading Symbol WFC/28A
Security Exchange Name NYSE
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