Wells Fargo & Company (WFC) 10-K risk factor changes: FY2025 vs FY2024

Information in response to this Item 1A can be found in this report under Item 1 and in the [removed: 2024] [added: 2025] Annual Report to Shareholders under “Financial Review – Risk Factors.” That information is incorporated into this item by reference.

Information in response to this Item 7 can be found in the [removed: 2024] [added: 2025] Annual Report to Shareholders under “Financial Review.” That information is incorporated into this item by reference.

Information in response to this Item 7A can be found in the [removed: 2024] [added: 2025] Annual Report to Shareholders under “Financial Review – Risk Management – Asset/Liability Management.” That information is incorporated into this item by reference.

At December 31, [removed: 2024,] [added: 2025,] we had assets of approximately [removed: $1.9] [added: $2.1] trillion, loans of [removed: $912.7] [added: $986.2] billion, deposits of $1.4 trillion and stockholders’ equity of [removed: $179.1] [added: $181.1] billion.

At December 31, [removed: 2024,] [added: 2025,] Wells Fargo Bank, N.A. [added: (the Bank)] was the Company’s principal subsidiary with assets of [removed: $1.7] [added: $1.8] trillion, or [removed: 88%] [added: 85%] of the Company’s assets.

[removed: Our annual reports on] Form [removed: 10-K, quarterly reports on Form] 10-Q, current reports on Form 8-K, and amendments to those reports, are available for free at www.wellsfargo.com/about/investor-relations/filings as soon as reasonably practicable after they are electronically filed with or furnished to the Securities and Exchange Commission (SEC).

We are a leading financial services company that provides a diversified set of banking, investment and mortgage products and services, as well as consumer and commercial finance, to individuals, businesses and institutions, [removed: throughout] [added: primarily in] the U.S., [removed: and] [added: as well as] in countries outside the U.S. We provide consumer financial products and services including checking and savings accounts, credit and debit cards, and [added: home,] auto, [removed: residential mortgage,] [added: personal,] and small business lending.

In addition, we [removed: offer] [added: provide personalized wealth management, brokerage,] financial planning, [added: lending,] private banking, [removed: investment management,] [added: trust] and fiduciary [added: products and] services.

As of December 31, [removed: 2024,] [added: 2025,] we had four reportable operating segments for management reporting purposes: Consumer Banking and Lending; Commercial Banking; Corporate and Investment Banking; and Wealth and Investment Management.

The [removed: 2024] [added: 2025] Annual Report to Shareholders includes financial information and descriptions of these operating segments.

At December 31, [removed: 2024,] [added: 2025,] we had approximately [removed: 217,000] [added: 205,000] active employees, with approximately [removed: 77% of employees] [added: 76%] based in the United States.

Our global workforce was [removed: 51% female and 49% male, and our U.S. workforce was 54%] [added: 50%] female and [removed: 46%] [added: 50%] male.

In addition, we offer eligible [removed: full- and part-time] employees and [removed: their eligible] dependents a comprehensive set of benefits designed to support their physical, financial, and emotional health to help them make the most of their well-being.

During [removed: 2024,] [added: 2025,] we invested approximately $200 million in a variety of employee learning and development programs, including functional training, required risk and regulatory [removed: compliance,] [added: compliance training,] leadership and professional development, and early talent development programs.

For example, employees in certain non-customer-facing roles [added: continue to] have flexibility to work up to two days a week remotely, and are expected to spend a minimum of three days a week in the office.

Our subsidiaries compete with financial services providers such as banks, savings and loan associations, credit unions, finance companies, mortgage banking companies, insurance companies, investment [removed: banks] [added: banks, investment advisory firms,] and mutual fund companies.

They also face increased competition from nonbank institutions such as [added: investment managers,] brokerage houses, private equity [removed: firms] and [removed: online lending] [added: private credit firms, and financial technology] companies, as well as from financial services subsidiaries of commercial and manufacturing companies.

[added: Combinations of this type could] significantly change the competitive environment in which we conduct business.

The financial services industry is also becoming more competitive as further technological advances [removed: enable more companies] [added: and the expansion of a digital economy have enabled non-depository institutions] to [removed: provide financial] [added: offer] products and [removed: services, including] [added: services traditionally offered by banks and have enabled financial institutions, technology companies, and others to deliver] electronic and internet-based financial [removed: solutions such as] [added: solutions, including] electronic securities trading, [removed: lending and payment solutions, as well as digital currencies] [added: lending, savings,] and [removed: alternative] payment [removed: methods.][added: solutions.]

For additional information about the regulatory matters discussed below and other regulations and regulatory oversight matters, see the [removed: “Overview,”] “Capital Management,” “Forward-Looking Statements” and “Risk Factors” sections and Note [removed: 26] [added: 25] (Regulatory Capital Requirements and Other Restrictions) to Financial Statements in the [removed: 2024] [added: 2025] Annual Report to Shareholders.

[removed: U.S.] [added: The non-U.S.] branches, subsidiaries, and offices of our subsidiary national banks are subject to regulation and examination by their respective financial regulators as well as by the OCC and the FRB.

[removed: We] [added: BHCs] are also subject to prohibitions on [removed: our] [added: the] ability to merge, acquire all or substantially all of the assets of, or acquire control of another company if [removed: our] [added: the] total resulting consolidated liabilities would exceed 10% of the aggregate consolidated liabilities of all financial companies.

Until corrected, the FHC could be prohibited from engaging in any new financial activity or [added: acquiring companies engaged in financial activities without prior FRB approval.]

The FRB has [removed: finalized] a number of regulations implementing enhanced prudential requirements for large BHCs like Wells Fargo regarding risk-based capital and leverage, risk and liquidity management, single counterparty credit limits, and imposing debt-to-equity limits on any BHC that regulators determine poses a grave threat to the financial stability of the United States.

The FRB and OCC [removed: have] also [removed: finalized] [added: have] rules implementing stress testing requirements for large BHCs and national banks.

Furthermore, to promote a BHC’s safety and soundness and the financial and operational resilience of its operations, the FRB has [removed: finalized guidance] [added: established expectations] regarding effective boards of directors of large BHCs.

The OCC, under separate authority, has [removed: finalized] [added: issued] guidelines establishing heightened governance and risk management standards for large national banks such as Wells Fargo Bank, N.A. The OCC guidelines require covered banks to establish and adhere to a written risk governance framework to manage and control their risk-taking activities.

The capital [removed: rules implement Basel III risk-based capital requirements for U.S. banking organizations and,] [added: rules,] among other things, establish required minimum ratios relating capital to different categories of assets and exposures.

In addition, the Company is required to have a minimum amount of equity and unsecured long-term debt, often [added: referred to as total loss absorbing capacity, for purposes of resolvability and resiliency.]

For additional information on our capital requirements and planning, as well as the leverage and liquidity rules applicable to us, see the “Capital Management” and “Risk Management – Asset/Liability Management – Liquidity Risk and Funding – Liquidity Standards” sections in the [removed: 2024] [added: 2025] Annual Report to Shareholders.

Pursuant to the Support Agreement, the Parent transferred a significant amount of its assets, including the majority of its cash, deposits, liquid securities and intercompany loans (but excluding its equity interests in its subsidiaries and certain other assets), to the IHC and will [removed: continue to transfer those types of assets to the IHC from time to time.]

[added: In] the [added: event of our material financial distress or failure, the] IHC will be obligated to use the transferred assets to provide capital and/or liquidity to the Bank, WFS, WFCS, and the Covered Entities pursuant to the Support Agreement.

For information about the restrictions applicable to the Parent’s subsidiary banks, see [added: Note]

[removed: Note 26] [added: 25] (Regulatory Capital Requirements and Other Restrictions) to Financial Statements in the [removed: 2024] [added: 2025] Annual Report to Shareholders.

See the “Risk Factors” section of the [removed: 2024] [added: 2025] Annual Report to Shareholders for additional information on the Support Agreement.

For additional information on regulations or arrangements that may impose capital distribution restrictions on the Company and its subsidiaries, see the “Capital Management” and “Risk Factors” sections of the [removed: 2024] [added: 2025] Annual Report to Shareholders.

For additional information about our FDIC deposit assessment expense, see Note [removed: 21] [added: 20] (Revenue and Expenses) to Financial Statements in the [removed: 2024] [added: 2025] Annual Report to Shareholders.

[removed: The termination of deposit insurance for one or more of our bank subsidiaries could result in] a significant loss of deposits and have a material adverse effect on our liquidity and earnings, depending on the collective size of the particular banks involved.

Consumer financial products are subject to numerous and, in many cases, highly complex federal and state consumer protection laws and [removed: regulations, as well as enhanced regulatory scrutiny and expectations.][added: regulations.]

The CFPB has [removed: issued and proposed a number of] rules impacting consumer financial products, including rules impacting residential mortgage lending, credit cards, and other financial products and banking related activities, as well as the fees that may be charged for certain banking products and services.

In [removed: addition to these rulemaking activities,] [added: addition,] the CFPB may conduct ongoing supervisory examination activities of the financial services industry with respect to a number of consumer [removed: businesses and products, including mortgage lending and servicing, fair lending requirements, and auto finance.]

Among other things, Sarbanes-Oxley and/or its implementing regulations established membership requirements and additional responsibilities for our audit committee, imposed restrictions on the relationship between us and our outside auditors (including restrictions on the types of non-audit services our auditors may provide to us), imposed additional responsibilities for our external financial statements on our chief executive officer and chief financial officer, expanded the disclosure requirements for our corporate insiders, required our management to evaluate our disclosure controls and procedures and our internal control over financial reporting, and [added: required our independent registered public accounting firm to issue a report on our internal control over financial reporting.]

The Company is subject to a [removed: number of] consent [removed: orders] [added: order] and other regulatory actions, which may require the Company, among other things, to undertake certain changes to its business, operations, products and services, and risk management [removed: practices.][added: practices, and include the following.]

Our annual reports on Form 10-K, quarterly reports on

We also provide financial solutions to private, family owned and public companies through products and services including banking and credit products across multiple industry sectors and municipalities, secured lending and lease products, and treasury management.

We also provide a suite of capital markets, banking and financial products and services to corporate, commercial real estate, government and institutional clients through corporate banking, investment banking, treasury management, commercial real estate lending and servicing, equity and fixed income solutions, as well as sales, trading, and research capabilities.

In the U.S., 50% of our workforce identified as white, 49% identified as other races/ethnicities, and 1% did not declare.

Additionally, we provide tuition reimbursement to eligible employees.

Additionally, digital assets and alternative payment methods, such as cryptocurrencies, stablecoins, and tokens, as well as distributed ledger-based payment, clearing, and settlement processes have the potential to reduce reliance on traditional depository institutions and other financial intermediaries, could lead to a reduction in deposits at banks, and could lead to changes in how financial services are accessed, offered, and delivered.

These advances, together with an evolving regulatory environment, could shape the pace and scale at which these innovations are adopted and, in turn, impact our competitive landscape.

Consent Orders and Other Regulatory Actions

*Federal Reserve Board Consent Order Regarding Governance Oversight and Compliance and Operational Risk Management.* On February 2, 2018, the Company entered into a consent order with the FRB requiring the Company’s Board of Directors (Board) to further enhance the Board’s governance and oversight of the Company, and the Company to further improve the Company’s compliance and operational risk management program.

On June 3, 2025, the Company confirmed that the FRB had removed the Company’s limitation on growth in total assets imposed in

the consent order.

The remaining provisions of the consent order are still in place.

*Formal Agreement with the OCC Regarding Anti-Money Laundering and Sanctions Risk Management Practices.* On September 12, 2024, the Company announced that Wells Fargo Bank, N.A. entered into a formal agreement with the OCC requiring the bank to enhance its anti-money laundering and sanctions risk management practices.

continue to transfer those types of assets to the IHC from time to time.

In October 2025, the OCC proposed a rule that would rescind their recovery planning guidelines.

The termination of deposit insurance for one or more of our bank subsidiaries could result in

In October 2025, a federal court stayed the rule’s compliance deadline pending the CFPB’s reassessment of the rule.

businesses and products, including mortgage lending and servicing, fair lending requirements, and auto finance.

We also provide financial solutions to businesses through products and services including traditional commercial loans and lines of credit, letters of credit, asset-based lending and leasing, trade financing, treasury management, and investment banking services.

Our U.S. workforce was 51% white, 48% racially/ethnically diverse, and 1% undeclared.

In addition, we provided tuition reimbursement for approximately 2,600 employees in 2024.

Combinations of this type could

These technological advances may diminish the importance of depository institutions and other financial intermediaries in the transfer of funds between parties.

The non-

acquiring companies engaged in financial activities without prior FRB approval.

referred to as total loss absorbing capacity, for purposes of resolvability and resiliency.

On June 21, 2024, the FRB and FDIC announced that the Company’s most recent resolution plan did not have any shortcomings or deficiencies.

In the event of our material financial distress or failure,

The compliance date for the rule is April 1, 2026.

The rule will require the Company to update its technology systems, compliance, third-party risk management programs, and digital channels.

Regulatory Developments Related to Climate Change and Sustainability

Federal, state, and non-U.S. governments and government agencies have demonstrated increased attention to the impacts and potential risks associated with climate change and sustainability-related activities.

For example, federal banking regulators are reviewing the implications of climate change on the financial stability of the United States and have issued guidance on the identification and management by large banks of climate-related financial risks.

In addition, the SEC adopted final rules, which have been voluntarily stayed pending legal proceedings, requiring public companies to disclose certain climate-related information, including climate-related risks and impacts, certain greenhouse gas emissions, climate-related targets and goals, and governance of climate-related risks and relevant risk management processes.

Similarly, California finalized climate-related disclosure laws, while multiple other states have proposed or adopted laws and guidance with requirements for, or restrictions on, sustainability-related initiatives or disclosures.

Additionally, the European Union finalized its Corporate Sustainability Reporting Directive (CSRD) requiring companies to assess climate risks, opportunities, and impacts as well as disclose certain climate-related information, and also finalized its Corporate Sustainability Due Diligence Directive (CSDDD) requiring companies to adopt and implement a transition plan for climate change mitigation.

The approaches taken by various governments and government agencies can vary significantly, evolve over time, and sometimes conflict.

Any current or future rules, regulations, and guidance related to climate change and its impacts could require us to change certain of our business practices or strategies, reduce our revenue and earnings, impose additional costs on us, subject us to legal or regulatory proceedings, or otherwise adversely affect our business operations and/or competitive position.

required our independent registered public accounting firm to issue a report on our internal control over financial reporting.

Other Regulatory Related Matters

For a discussion of certain consent orders and other regulatory actions applicable to the Company, see the “Overview” section in the 2024 Annual Report to Shareholders.

Information in response to this Item 3 can be found in the [removed: 2024] [added: 2025] Annual Report to Shareholders under “Financial Statements – Notes to Financial Statements – Note [removed: 13] [added: 12] (Legal Actions).” That information is incorporated into this item by reference.

For the fiscal year ended December 31, [removed: 2024] [added: 2025] Commission File Number 001-2979

[removed: 420 Montgomery] [added: 333 Market] Street, San Francisco, California [removed: 94104][added: 94105]

At June [removed: 28, 2024,] [added: 30, 2025,] the aggregate market value of common stock held by non-affiliates was approximately [removed: $201.6] [added: $257.3] billion, based on a closing price of [removed: $59.39.][added: $80.12.]

At February [removed: 14, 2025, 3,288,186,582] [added: 13, 2026, 3,085,635,641] shares of common stock were outstanding.

| 1.Portions of the Company’s Annual Report to Shareholders for the year ended December 31, [removed: 2024 (“2024] [added: 2025 (“2025] Annual Report to Shareholders”) | | | Part I – Items 1, 1A, 1C and 3; Part II – Items 5, 7, 7A, 8 and 9A; and Part IV– Item 15 | | |

| 2.Portions of the Company’s Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Shareholders [removed: (“2025] [added: (“2026] Proxy Statement”) | | | Part III – Items 10, 11, 12, 13 and 14 | | |

Information in response to this Item 1C can be found in the [removed: 2024] [added: 2025] Annual Report to Shareholders under “Financial Review – Risk Management – Operational Risk Management.” That information is incorporated into this item by reference.

| December 31, [removed: 2024] [added: 2025] | | | | | | Approximate square footage (in millions) | | |

| Charlotte-Concord-Gastonia, NC-SC | | | | | | [removed: 5.7] [added: 5.3] | | |

| Minneapolis-St. Paul-Bloomington, MN-WI | | | | | | [removed: 3.0] [added: 2.9] | | |

| New York-Newark-Jersey City, NY-NJ-PA | | | | | | [removed: 2.8] [added: 2.7] | | |

| Los Angeles-Long Beach-Anaheim, CA | | | | | | [removed: 2.7] [added: 2.6] | | |

| San Francisco-Oakland-Berkeley, CA metro area (including corporate headquarters in San Francisco) | | | | | | [removed: 2.4] [added: 2.1] | | |

| Dallas-Fort Worth-Arlington, TX | | | | | | [removed: 1.8] [added: 2.3] | | |

| All other U.S. locations | | | | | | [removed: 28.3] [added: 26.6] | | |

| Total United States | | | | | | [removed: 55.1] [added: 52.8] | | |

| All other international locations | | | | | | [removed: 0.4] [added: 0.3] | | |

| Total International | | | | | | [removed: 6.2] [added: 6.1] | | |

| Total square footage of property occupied for business operations (1) | | | | | | [removed: 61.3] [added: 58.9] | | |

(1)In addition to the total square footage of property occupied, Wells Fargo held [removed: 4.4] [added: 5.8] million square feet of real estate as of December 31, [removed: 2024,] [added: 2025,] that was vacant pending disposition, leased to retail tenants or leased-to-term by third-party office tenants.

As of December 31, [removed: 2024,] [added: 2025,] we provided a diversified set of banking, investment and mortgage products and services, as well as consumer and commercial finance, through banking locations and offices.

| Philadelphia-Camden-Wilmington, PA-NJ-DE-MD | | | | | | 1.1 | | |

| San Antonio-New Braunfels, TX | | | | | | 1.1 | | |

The “Stock Performance” section of the [removed: 2024] [added: 2025] Annual Report to Shareholders provides stockholder return comparisons and is incorporated herein by reference.

At February [removed: 14, 2025,] [added: 13, 2026,] there were [removed: 197,936] [added: 155,031] holders of record of the Company’s common stock.

The dividend restrictions discussions in the “Regulation and Supervision – Dividend and Share Repurchase Restrictions” section under Item 1 of this report and in the [removed: 2024] [added: 2025] Annual Report to Shareholders under “Financial Statements – Notes to Financial Statements – Note [removed: 26] [added: 25] (Regulatory Capital Requirements and Other Restrictions)” are incorporated into this item by reference.

The information in the “Capital Management – Securities Repurchases” section in the [removed: 2024] [added: 2025] Annual Report to Shareholders is incorporated into this item by reference.

The following table shows Company repurchases of its common stock for each calendar month in the quarter ended December 31, [removed: 2024.][added: 2025.]

(1)All shares were repurchased under an authorization covering up to [removed: $30] [added: $40] billion of common stock approved by the Board of Directors and publicly announced by the Company on [removed: July 25, 2023.][added: April 29, 2025.]

| October | | | | | | | | | | | | 26,400,000 | | | | | | $ | 85.75 | | | | | 32,494 | | |

| November | | | | | | | | | | | | 31,815,637 | | | | | | 86.00 | | | | | | 29,758 | | |

| December | | | | | | | | | | | | — | | | | | | — | | | | | | 29,758 | | |

| Total | | | | | | | | | | | | 58,215,637 | | | | | | | | | | | | | | |

| October | | | | | | | | | | | | 31,060,091 | | | | | | $ | 64.39 | | | | | $ | 9,274 | |

| November | | | | | | | | | | | | 20,027,179 | | | | | | 74.90 | | | | | | 7,774 | | |

| December | | | | | | | | | | | | 6,745,094 | | | | | | 74.13 | | | | | | 7,274 | | |

| Total | | | | | | | | | | | | 57,832,364 | | | | | | | | | | | | | | |

Information in response to this Item 8 can be found in the [removed: 2024] [added: 2025] Annual Report to Shareholders under “Financial Statements,” under “Notes to Financial Statements” and under “Quarterly Financial Data.” That information is incorporated into this item by reference.

Information in response to this Item 9A can be found in the [removed: 2024] [added: 2025] Annual Report to Shareholders under “Controls and Procedures.” That information is incorporated into this item by reference.

During the three months ended December 31, [removed: 2024,] [added: 2025,] no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

In [removed: 2024,] [added: first quarter 2025,] the Company identified, as well as blocked and reported to the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC), accounts held by certain consumer customers who the Company determined met the OFAC definition of the “Government of Iran” because of their employment at entities owned by the Government of Iran.

During [removed: 2024,] [added: first quarter 2025,] before the accounts were closed and the funds, if any, were moved to a blocked account, there was some regular consumer activity in [removed: many] [added: certain] of the accounts, including customer deposits, withdrawals, [removed: charges] and payments, [removed: the payment of accrued interest,] and account maintenance activities.

The Company’s gross revenue attributable to these accounts in [removed: 2024] [added: 2025] was de minimis.

In fourth quarter 2024, the Company received one wire deposit into a customer bank account totaling $500,000 related to the customer’s provision of legal services for or on behalf of persons designated pursuant to Executive Order 13224.

This activity was conducted pursuant to a general license issued by OFAC.

There was no measurable gross revenue to the Company in connection with this deposit.

The Company may in the future engage in similar transactions for its customers to the extent permitted by U.S. law.

Carr (age [removed: 56)][added: 57)]

Executive Vice President, Chief Accounting Officer and Controller since March [removed: 2020;][added: 2020.]

[added: Senior] Executive Vice President and [removed: Controller from January 2020 to] [added: General Counsel since] March 2020.

Ms. Carr has served with the Company for [removed: 5] [added: 6] years.

Bridget Engle (age [removed: 61)][added: 62)]

Ms. Engle has served with the Company for [removed: less than] 1 year.

Kristy Fercho (age [removed: 58)][added: 59)]

Senior Executive Vice President and Head of [removed: Diverse Segments, Representation and] [added: Financial] Inclusion since [removed: October 2022;][added: May 2025;]

Executive Vice President and Head of Home Lending from July 2020 to April [removed: 2023;][added: 2023.]

Ms. Fercho has served with the Company for [removed: 4] [added: 5] years.

Flowers (age [removed: 53)][added: 54)]

Mr. Flowers has served with the Company or its predecessors for [removed: 26] [added: 27] years.

Hranicky (age [removed: 55)][added: 56)]

Mr. Hranicky has served with the Company or its predecessors for [removed: 30] [added: 31] years.

Bei Ling (age [removed: 54)][added: 55)]

Ms. Ling has served with the Company for [removed: 3] [added: 4] years.

Patterson (age [removed: 51)][added: 52)]

Senior Executive Vice President and [removed: General Counsel] [added: Chief Financial Officer] since [removed: March 2020;][added: October 2020.]

Ms. Patterson has served with the Company for [removed: 4] [added: 5] years.

Powell (age [removed: 62)][added: 63)]

Mr. Powell has served with the Company for [removed: 5] [added: 6] years.

Rivas (age [removed: 50)][added: 51)]

Head of North American Investment Banking at JPMorgan Chase & Co. from February 2020 to September [removed: 2023;][added: 2023.]

Mr. Rivas has served with the Company for [removed: less than] 1 year.

Jason Rosenberg (age [removed: 47)][added: 48)]

Mr. Rosenberg has served with the Company for [removed: less than] 1 year.

Santomassimo (age [removed: 49)][added: 50)]

[removed: Senior Executive Vice President and] [added: Chairman,] Chief [removed: Financial] [added: Executive] Officer [added: and President] since October [removed: 2020;][added: 2025;]

Mr. Santomassimo has served with the Company for [removed: 4] [added: 5] years.

Santos (age [removed: 51)][added: 52)]

Senior Executive Vice President and CEO of Consumer Lending [removed: since] [added: from] July [removed: 2022;][added: 2022 to November 2025;]

Senior Executive Vice President [removed: and Head of Diverse Segments, Representation] [added: leading efforts related to growth segments] and [removed: Inclusion] [added: inclusion] from November 2020 to October [removed: 2022;][added: 2022.]

Mr. Santos has served with the Company for [removed: 4] [added: 5] years.

Scharf (age [removed: 59)][added: 60)]

Chief Executive Officer and President [removed: since] [added: from] October [removed: 2019.][added: 2019 to October 2025.]

Mr. Scharf has served with the Company for [removed: 5] [added: 6] years.

Barry Sommers (age [removed: 55)][added: 56)]

Senior Executive Vice President and CEO of Wealth and Investment Management since June [removed: 2020;][added: 2020.]

Mr. Sommers has served with the Company for [removed: 4] [added: 5] years.

Saul Van Beurden (age [removed: 55)][added: 56)]

Senior Executive Vice President leading efforts related to growth segments and inclusion from October 2022 to May 2025;

Senior Executive Vice President and Co-CEO of Consumer Banking and Lending since November 2025;

Senior Executive Vice President, Co-CEO of Consumer Banking and Lending, and Head of Artificial Intelligence since November 2025;

President of the Mortgage Division at Flagstar Bancorp, Inc., a financial services company, from August 2017 to July 2020.

Group Head, General Counsel at The Toronto-Dominion Bank, a financial services company, from November 2017 to March 2020.

Co-Head of Global Financial Institutions Group and Head of North America Financial Institutions Group at JPMorgan Chase & Co. from April 2016 to February 2020.

Senior Executive Vice President and Chief Financial Officer at Bank of New York Mellon, a financial services company, from January 2018 to July 2020.

President, Retail and Direct Banking at Capital One Financial Corporation, a financial services company, from March 2017 to October 2020.

Chief Executive Officer of Wealth Management at JPMorgan Chase & Co., a financial services company, from September 2016 to April 2019.

Ather Williams III (age 54)

Senior Executive Vice President and Head of Strategy, Digital, and Innovation since October 2020;

Managing Director, Head of Business Banking at Bank of America Corporation, a financial services company, from September 2017 to July 2020.

Mr. Williams has served with the Company for 4 years.

Information with respect to our executive officer and director compensation and with respect to the Human Resources Committee of the Board of Directors in response to this Item 11 will be in the [removed: Company’s 2025] [added: 2026] Proxy Statement and is incorporated into this item by reference.

[removed: Additional information] [added: Information] with respect to [added: equity compensation plans,] security ownership of certain beneficial owners of our common [removed: stock] [added: stock,] and the security ownership of our management in response to this Item 12 will be in the [removed: Company’s 2025] [added: 2026] Proxy Statement and is incorporated into this item by reference.

EQUITY COMPENSATION PLAN INFORMATION

The following table provides information about our equity compensation plans in effect on December 31, 2024, separately aggregated for plans approved by shareholders and for plans not approved by shareholders.

A description of the material features of each equity compensation plan not approved by shareholders follows the table.

All outstanding awards relate to shares of our common stock.

Information is as of December 31, 2024, unless otherwise indicated.

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| Equity Compensation Plan Information | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | (a) | | | | | | | | | | | | (b) | | | | | | (c) | | | | | |

| Plan category | | | | | | | | | | | | # of shares to be issued upon exercise of outstanding options, warrants and rights | | | | | | | | | | | | Weighted-average exercise price of outstanding options, warrants and rights (1) | | | | | | # of shares remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | | | | | |

| Equity compensation plans approved by security holders | | | | | | | | | | | | 68,303,017 | | | | | | (2) | | | | | | $ | 0.00 | | | | | 78,379,648 | | | (3) | | |

| Equity compensation plans not approved by security holders | | | | | | | | | | | | 3,730,025 | | | | | | (4) | | | | | | NA | | | | | | 1,769,581 | | | (5) | | |

| | | | | | | Total | | | | | | 72,033,042 | | | | | | | | | | | | 0.00 | | | | | | 80,149,229 | | | | | |

(1)Does not reflect restricted share rights (RSRs), restricted share units (RSUs), performance share awards or deferred compensation benefits because they have no exercise price.

(2)For the Wells Fargo & Company 2022 Long-Term Incentive Plan (2022 LTIP) and its predecessor the Long-Term Incentive Compensation Plan (LTICP), consists of 62,041,896 shares subject to RSRs, and a maximum of 4,976,505 performance shares.

For the Supplemental 401(k) Plan, consists of 824,862 shares issuable upon distribution of benefits.

For the Directors Stock Compensation and Deferral Plan (Directors Plan), consists of 207,744 shares issuable upon distribution of deferred stock awards, and 134,286 shares issuable upon distribution of deferred compensation benefits.

(3)We could have issued the number of shares of our common stock indicated in the following table pursuant to any of the award types listed for the plan or, if indicated for the plan, pursuant to distributions of deferred compensation benefits.

No information is provided for the LTICP because no future awards will be made under this plan.

(4)This consists of shares of common stock issuable upon distribution of deferred compensation benefits and 391 shares issuable upon distribution related to the Norwest Corporation Directors’ Formula Stock Award Plan.

(5)We could have issued the number of shares of our common stock indicated in the table below captioned “Plans not approved by security holders” pursuant to distributions of deferred compensation benefits.

No information is provided for the Norwest Corporation Directors’ Formula Stock Award Plan because no future awards or deferrals will be made under this plan and because column (a) reflects all shares issuable under those plans upon exercise or distribution of outstanding awards or deferred compensation benefits.

| Plans approved by security holders | | | | | | | | | | | | # of shares remaining available for future issuance under equity compensation plans (excluding # of shares to be issued upon exercise of outstanding options, warrants and rights) | | | | | | | | | | | | Award types | | | | | | | | | | | |

| 2022 LTIP | | | | | | | | | | | | 76,623,943 | | | | | | | | | | | | Stock, restricted stock, RSRs, performance shares, performance units | | | | | | | | | | | |

| Supplemental 401(k) Plan | | | | | | | | | | | | 1,674,620 | | | | | | | | | | | | Deferral distribution | | | | | | | | | | | |

| Directors Plan | | | | | | | | | | | | 81,085 | | | | | | | | | | | | Stock options, deferral distribution | | | | | | | | | | | |

| | | | | | | Total | | | | | | 78,379,648 | | | | | | | | | | | | | | | | | | | | | | | |

| Plans not approved by security holders | | | | | | | | | | | | # of shares remaining available for future issuance under equity compensation plans | | | | | | | | | | | | Award types | | | | | | | | | | | |

| Deferred Compensation Plan | | | | | | | | | | | | 1,633,188 | | | | | | | | | | | | Deferral distribution | | | | | | | | | | | |

| Non-Qualified Deferred Compensation Plan for Independent Contractors | | | | | | | | | | | | 136,393 | | | | | | | | | | | | Deferral distribution | | | | | | | | | | | |

| | | | | | | Total | | | | | | 1,769,581 | | | | | | | | | | | | | | | | | | | | | | | |

Material Features of Equity Compensation Plans Not Approved by Shareholders

*Deferred Compensation Plan*.

Under the Deferred Compensation Plan, eligible employees may defer receipt of salary, bonuses and certain other compensation subject to the terms of the plan.

Deferral elections are irrevocable once made except for limited re-deferral opportunities.

We treat amounts deferred by a participant as if invested in the earnings options selected by the participant and determine the deferred compensation benefit payable to the participant based on the performance of those earnings options.

The plan offers a number of earnings options, including one based on our common stock with dividends reinvested.

We generally distribute amounts allocated to the common stock option in shares of common stock.

Participants have no direct interest in any of the earnings options and are general unsecured creditors of the Company with respect to their deferred compensation benefits under the plan.

*Non-Qualified Deferred Compensation Plan for Independent Contractors*.

Information with respect to certain relationships and related transactions and director independence in response to this Item 13 will be in the [removed: Company’s 2025] [added: 2026] Proxy Statement and is incorporated into this item by reference.

Information with respect to principal accountant fees and services in response to this Item 14 will be in the [removed: Company’s 2025] [added: 2026] Proxy Statement and is incorporated into this item by reference.

The Company’s consolidated financial statements, including the Notes thereto, and the report of the independent registered public accounting firm thereon, are set forth in the [removed: 2024] [added: 2025] Annual Report to Shareholders, and are incorporated into this item by reference.

| 3(a) | | | | | | | | | | | | [Restated Certificate of Incorporation, as amended and in effect on the date [removed: hereof.](https://www.sec.gov/Archives/edgar/data/72971/000007297124000185/wfc-0630x2024xex3a.htm)] [added: hereof.](https://www.sec.gov/Archives/edgar/data/72971/000007297125000201/wfc-0630x2025xex3a.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Incorporated by reference to Exhibit 3(a) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, [removed: 2024.] [added: 2025.] | | |

| 3(b) | | | | | | | | | | | | [removed: [By-Laws.](https://www.sec.gov/Archives/edgar/data/72971/000007297124000031/exhibit31bylaws.htm)] [added: [By-Laws.](https://www.sec.gov/Archives/edgar/data/72971/000007297125000193/ex31-wfcbyxlaws.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed [removed: January 24, 2024.] [added: July 31, 2025.] | | |

| 4(c) | | | | | | | | | | | | [Description of [removed: Securities.](https://www.sec.gov/Archives/edgar/data/72971/000007297125000066/wfc-1231x2024xex4c.htm)] [added: Securities.](https://www.sec.gov/Archives/edgar/data/72971/000007297126000133/wfc-1231x2025xex4c.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Filed herewith. | | |

| | | | | | | | | | | | | [For grants on or after [removed: January](https://www.sec.gov/Archives/edgar/data/72971/000007297125000066/wfc-1231x2024xex10a.htm#id3aecc215df14ebd9bc2115830a33830_1) [28](https://www.sec.gov/Archives/edgar/data/72971/000007297125000066/wfc-1231x2024xex10a.htm#id3aecc215df14ebd9bc2115830a33830_1)[, 202](https://www.sec.gov/Archives/edgar/data/72971/000007297125000066/wfc-1231x2024xex10a.htm#id3aecc215df14ebd9bc2115830a33830_1)[5](https://www.sec.gov/Archives/edgar/data/72971/000007297125000066/wfc-1231x2024xex10a.htm#id3aecc215df14ebd9bc2115830a33830_1)[;](https://www.sec.gov/Archives/edgar/data/72971/000007297125000066/wfc-1231x2024xex10a.htm#id3aecc215df14ebd9bc2115830a33830_1)] [added: January 2](https://www.sec.gov/Archives/edgar/data/72971/000007297126000133/wfc-1231x2025xex10a.htm#iff584b111a5745049c5214105e26644e_1)[6](https://www.sec.gov/Archives/edgar/data/72971/000007297126000133/wfc-1231x2025xex10a.htm#iff584b111a5745049c5214105e26644e_1)[, 202](https://www.sec.gov/Archives/edgar/data/72971/000007297126000133/wfc-1231x2025xex10a.htm#iff584b111a5745049c5214105e26644e_1)[6](https://www.sec.gov/Archives/edgar/data/72971/000007297126000133/wfc-1231x2025xex10a.htm#iff584b111a5745049c5214105e26644e_1)[;](https://www.sec.gov/Archives/edgar/data/72971/000007297126000133/wfc-1231x2025xex10a.htm#iff584b111a5745049c5214105e26644e_1)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Filed herewith. | | |

| | | | | | | | | | | | | [For grants on or after January 23, 2024;](https://www.sec.gov/Archives/edgar/data/72971/000007297124000064/wfc-1231x2023xex10a.htm) [added: and] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Incorporated by reference to Exhibit 10(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. | | |

| | | | | | | | | | | | | [For grants on or after January 24, [removed: 2023;](https://www.sec.gov/Archives/edgar/data/72971/000007297123000071/wfc-1231x2022xex10a.htm)] [added: 2023](https://www.sec.gov/Archives/edgar/data/72971/000007297123000071/wfc-1231x2022xex10a.htm).] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Incorporated by reference to Exhibit 10(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. | | |

| | | | | | | | | | | | | [For grants on or after [removed: April 27, 2022;](https://www.sec.gov/Archives/edgar/data/72971/000007297122000174/wfc-0630x2022xex10c.htm)] [added: January 24, 2023;](https://www.sec.gov/Archives/edgar/data/72971/000007297123000071/wfc-1231x2022xex10a.htm)] and | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Incorporated by reference to Exhibit [removed: 10(c)] [added: 10(a)] to the Company’s [removed: Quarterly] [added: Annual] Report on Form [removed: 10-Q] [added: 10-K] for the [removed: quarter] [added: year] ended [removed: June 30,] [added: December 31,] 2022. | | |

| | | | | | | | | | | | | [For grants on or after January [removed: 25, 2022](https://www.sec.gov/Archives/edgar/data/72971/000007297122000096/wfc-1231x2021xex10a.htm).] [added: 28, 2025;](https://www.sec.gov/Archives/edgar/data/72971/000007297125000066/wfc-1231x2024xex10a.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Incorporated by reference to Exhibit 10(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, [removed: 2021.] [added: 2024.] | | |

| | | | | | | | | | | | | [For grants on or after January [removed: 28, 2025;](https://www.sec.gov/Archives/edgar/data/72971/000007297125000066/wfc-1231x2024xex10a.htm#id3aecc215df14ebd9bc2115830a33830_7)] [added: 2](https://www.sec.gov/Archives/edgar/data/72971/000007297126000133/wfc-1231x2025xex10a.htm#iff584b111a5745049c5214105e26644e_7)[6](https://www.sec.gov/Archives/edgar/data/72971/000007297126000133/wfc-1231x2025xex10a.htm#iff584b111a5745049c5214105e26644e_7)[, 202](https://www.sec.gov/Archives/edgar/data/72971/000007297126000133/wfc-1231x2025xex10a.htm#iff584b111a5745049c5214105e26644e_7)[6](https://www.sec.gov/Archives/edgar/data/72971/000007297126000133/wfc-1231x2025xex10a.htm#iff584b111a5745049c5214105e26644e_7)[;](https://www.sec.gov/Archives/edgar/data/72971/000007297126000133/wfc-1231x2025xex10a.htm#iff584b111a5745049c5214105e26644e_7)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Filed herewith. | | |

| | | | | | | | | | | | | [For grants to non-employee Directors on or after January 1, [removed: 2023;](https://www.sec.gov/Archives/edgar/data/72971/000007297123000071/wfc-1231x2022xex10a.htm)] [added: 2023](https://www.sec.gov/Archives/edgar/data/72971/000007297123000071/wfc-1231x2022xex10a.htm).] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Incorporated by reference to Exhibit 10(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. | | |

| | | | | | | | | | | | | [For grants on or after [removed: April 27, 2022;](https://www.sec.gov/Archives/edgar/data/72971/000007297122000174/wfc-0630x2022xex10b.htm) and] [added: January 28, 2025;](https://www.sec.gov/Archives/edgar/data/72971/000007297125000066/wfc-1231x2024xex10a.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Incorporated by reference to Exhibit [removed: 10(b)] [added: 10(a)] to the Company’s [removed: Quarterly] [added: Annual] Report on Form [removed: 10-Q] [added: 10-K] for the [removed: quarter] [added: year] ended [removed: June 30, 2022.] [added: December 31, 2024.] | | |

| 10(b)* | | | | | | | | | | | | [Wells Fargo Bonus Plan, as amended effective January 1, [removed: 202](https://www.sec.gov/Archives/edgar/data/72971/000007297125000066/wfc-1231x2024xex10b.htm)[5](https://www.sec.gov/Archives/edgar/data/72971/000007297125000066/wfc-1231x2024xex10b.htm);] [added: 2026](https://www.sec.gov/Archives/edgar/data/72971/000007297126000133/wfc-1231x2025xex10b.htm);] and | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Filed herewith. | | |

| | | | | | | | | | | | | [Wells Fargo Bonus Plan, as amended effective January 1, [removed: 2024.](https://www.sec.gov/Archives/edgar/data/72971/000007297124000064/wfc-1231x2023xex10b.htm)] [added: 2025.](https://www.sec.gov/Archives/edgar/data/72971/000007297125000066/wfc-1231x2024xex10b.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Incorporated by reference to Exhibit 10(b) to the Company’s Annual Report on Form 10-K for the year ended December 31, [removed: 2023.] [added: 2024.] | | |

| | | | | | | | | | | | | [Amendments to Deferred Compensation Plan, effective [removed: August 1,] [added: August](https://www.sec.gov/Archives/edgar/data/72971/000007297116001218/wfc-6302016xex10a.htm) [](https://www.sec.gov/Archives/edgar/data/72971/000007297116001218/wfc-6302016xex10a.htm)[1,] 2016 and January 1, 2017.](https://www.sec.gov/Archives/edgar/data/72971/000007297116001218/wfc-6302016xex10a.htm) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Incorporated by reference to Exhibit 10(a) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016. | | |

| | | | | | | | | | | | | [Amendment to Directors Stock Compensation and Deferral Plan, effective January 25, [removed: 2011](https://www.sec.gov/Archives/edgar/data/72971/000095012311046097/f58691exv10wd.htm)[.](https://www.sec.gov/Archives/edgar/data/72971/000095012311046097/f58691exv10wd.htm)] [added: 2011.](https://www.sec.gov/Archives/edgar/data/72971/000095012311046097/f58691exv10wd.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Incorporated by reference to Exhibit 10(d) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011. | | |

| | | | | | | | | | | | | [Amendment to Supplemental 401(k) Plan, effective [removed: December](https://www.sec.gov/Archives/edgar/data/72971/000007297119000227/wfc-12312018xex10i.htm) [](https://www.sec.gov/Archives/edgar/data/72971/000007297119000227/wfc-12312018xex10i.htm)[31,] [added: December 31,] 2018.](https://www.sec.gov/Archives/edgar/data/72971/000007297119000227/wfc-12312018xex10i.htm) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Incorporated by reference to Exhibit 10(i) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. | | |

| 10(k)* | | | | | | | | | | | | [Description of the Company’s Non-Employee Director Compensation Program, effective April 1, [removed: 2025](https://www.sec.gov/Archives/edgar/data/72971/000007297125000066/wfc-1231x2024xex10k.htm); and] [added: 2026](https://www.sec.gov/Archives/edgar/data/72971/000007297126000133/wfc-1231x2025xex10k.htm).] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Filed herewith. | | |

| [added: 10(q)*] | | | | | | | | | | | | [removed: [Description of the Company’s Non-Employee Director Compensation Program, effective April 1, 2022.](https://www.sec.gov/Archives/edgar/data/72971/000007297122000113/wfc-0331x2022xex10f.htm)] [added: [Key/Specified Employee Policy.](https://www.sec.gov/Archives/edgar/data/72971/000007297119000227/wfc-12312018xex10v.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Incorporated by reference to Exhibit [removed: 10(f)] [added: 10(v)] to the Company’s [removed: Quarterly] [added: Annual] Report on Form [removed: 10-Q] [added: 10-K] for the [removed: quarter] [added: year] ended [removed: March] [added: December] 31, [removed: 2022.] [added: 2018.] | | |

| [removed: 10(m)*] [added: 10(l)*] | | | | | | | | | | | | [Amended and Restated Wachovia Corporation Elective Deferral Plan (as amended and restated effective January 1, 2009).](https://www.sec.gov/Archives/edgar/data/36995/000119312508261101/dex10a.htm) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Incorporated by reference to Exhibit (10)(a) to Wachovia Corporation’s Current Report on Form 8-K filed December 29, 2008. | | |

| [removed: 10(n)*] [added: 10(m)*] | | | | | | | | | | | | [Wachovia Corporation Executive Deferred Compensation Plan.](https://www.sec.gov/Archives/edgar/data/36995/0000950168-98-000818.txt) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Incorporated by reference to Exhibit (10)(d) to Wachovia Corporation’s Annual Report on Form 10-K for the year ended December 31, 1997. | | |

| [removed: 10(o)*] [added: 10(n)*] | | | | | | | | | | | | [Wachovia Corporation Supplemental Executive Long-Term Disability Plan, as amended and restated.](https://www.sec.gov/Archives/edgar/data/36995/000119312505001374/dex99.htm) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Incorporated by reference to Exhibit (99) to Wachovia Corporation’s Current Report on Form 8-K filed January 5, 2005. | | |

| [removed: 10(p)*] [added: 10(o)*] | | | | | | | | | | | | [Amended and Restated Wachovia Corporation Savings Restoration Plan.](https://www.sec.gov/Archives/edgar/data/36995/000119312508261101/dex10b.htm) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Incorporated by reference to Exhibit 10(b) to Wachovia Corporation’s Current Report on Form 8-K filed December 29, 2008. | | |

| [removed: 10(q)*] [added: 10(p)*] | | | | | | | | | | | | [Amended and Restated SouthTrust Corporation Additional Retirement Benefit Plan (Pension) effective July 15, 1992, Addendum thereto dated April 20, 1994, and Amendment 2008-1 thereto dated December 29, 2008.](https://www.sec.gov/Archives/edgar/data/72971/000007297115000449/wfc-12312014xex10bb.htm) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Incorporated by reference to Exhibit 10(bb) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. | | |

| [removed: 10(r)*] [added: 19(b)] | | | | | | | | | | | | [removed: [Key/Specified Employee Policy.](https://www.sec.gov/Archives/edgar/data/72971/000007297119000227/wfc-12312018xex10v.htm)] [added: [Insider Trading Activity Policy.](https://www.sec.gov/Archives/edgar/data/72971/000007297125000066/wfc-1231x2024xex19b.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Incorporated by reference to Exhibit [removed: 10(v)] [added: 19(b)] to the Company’s Annual Report on Form 10-K for the year ended December 31, [removed: 2018.] [added: 2024.] | | |

| [removed: 10(s)*] [added: 10(r)*] | | | | | | | | | | | | [Offer Letter to Charles W. Scharf, dated September 26, 2019.](https://www.sec.gov/Archives/edgar/data/72971/000119312519256649/d813177dex10a.htm) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Incorporated by reference to Exhibit 10(a) to the Company’s Current Report on Form 8-K filed September 27, 2019. | | |

| 13 | | | | | | | | | | | | [removed: [202](https://www.sec.gov/Archives/edgar/data/72971/000007297125000066/wfc-20241231_d2.htm)[4](https://www.sec.gov/Archives/edgar/data/72971/000007297125000066/wfc-20241231_d2.htm) [Annual] [added: [2025 Annual] Report to [removed: Shareholders.](https://www.sec.gov/Archives/edgar/data/72971/000007297125000066/wfc-20241231_d2.htm)] [added: Shareholders.](https://www.sec.gov/Archives/edgar/data/72971/000007297126000133/wfc-20251231.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Filed herewith. | | |

| 19(a) | | | | | | | | | | | | [Provisions of Wells Fargo's Code of Conduct related to insider trading.](https://www.sec.gov/Archives/edgar/data/72971/000007297125000066/wfc-1231x2024xex19a.htm) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: Filed herewith.] [added: Incorporated by reference to Exhibit 19(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.] | | |

| [removed: 19(b)] [added: 24] | | | | | | | | | | | | [removed: [In](https://www.sec.gov/Archives/edgar/data/72971/000007297125000066/wfc-1231x2024xex19b.htm)[sider Trading](https://www.sec.gov/Archives/edgar/data/72971/000007297125000066/wfc-1231x2024xex19b.htm) [Activity Policy](https://www.sec.gov/Archives/edgar/data/72971/000007297125000066/wfc-1231x2024xex19b.htm)[.](https://www.sec.gov/Archives/edgar/data/72971/000007297125000066/wfc-1231x2024xex19b.htm)] [added: [Powers of Attorney.](https://www.sec.gov/Archives/edgar/data/72971/000007297126000133/wfc-1231x2025xex24.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Filed herewith. | | |

| 19(c) | | | | | | | | | | | | [removed: [Company](https://www.sec.gov/Archives/edgar/data/72971/000007297125000066/wfc-1231x2024xex19c.htm) [S](https://www.sec.gov/Archives/edgar/data/72971/000007297125000066/wfc-1231x2024xex19c.htm)[ecuri](https://www.sec.gov/Archives/edgar/data/72971/000007297125000066/wfc-1231x2024xex19c.htm)[ties] [added: [Company Securities] Issuance and Repurchase [removed: Policy](https://www.sec.gov/Archives/edgar/data/72971/000007297125000066/wfc-1231x2024xex19c.htm)[.](https://www.sec.gov/Archives/edgar/data/72971/000007297125000066/wfc-1231x2024xex19c.htm)] [added: Policy.](https://www.sec.gov/Archives/edgar/data/72971/000007297125000066/wfc-1231x2024xex19c.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: Filed herewith.] [added: Incorporated by reference to Exhibit 19(c) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.] | | |

| 21 | | | | | | | | | | | | [Subsidiaries of the [removed: Company.](https://www.sec.gov/Archives/edgar/data/72971/000007297125000066/wfc-1231x2024xex21.htm)] [added: Company.](https://www.sec.gov/Archives/edgar/data/72971/000007297126000133/wfc-1231x2025xex21.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Filed herewith. | | |

| 22 | | | | | | | | | | | | [Subsidiary guarantors and issuers of guaranteed securities and affiliates whose securities collateralize securities of the [removed: registrant.](https://www.sec.gov/Archives/edgar/data/72971/000007297125000066/wfc-1231x2024xex22.htm)] [added: registrant.](https://www.sec.gov/Archives/edgar/data/72971/000007297126000133/wfc-1231x2025xex22.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Filed herewith. | | |

| 23 | | | | | | | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/72971/000007297125000066/wfc-1231x2024xex23.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/72971/000007297126000133/wfc-1231x2025xex23.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Filed herewith. | | |

| 31(a) | | | | | | | | | | | | [Certification of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/72971/000007297125000066/wfc-1231x2024xex31a.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/72971/000007297126000133/wfc-1231x2025xex31a.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Filed herewith. | | |

| 31(b) | | | | | | | | | | | | [Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/72971/000007297125000066/wfc-1231x2024xex31b.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/72971/000007297126000133/wfc-1231x2025xex31b.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Filed herewith. | | |

| 32(a) | | | | | | | | | | | | [Certification of Periodic Financial Report by Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and 18 U.S.C. § [removed: 1350.](https://www.sec.gov/Archives/edgar/data/72971/000007297125000066/wfc-1231x2024xex32a.htm)] [added: 1350.](https://www.sec.gov/Archives/edgar/data/72971/000007297126000133/wfc-1231x2025xex32a.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Furnished herewith. | | |

| 32(b) | | | | | | | | | | | | [Certification of Periodic Financial Report by Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and 18 U.S.C. § [removed: 1350.](https://www.sec.gov/Archives/edgar/data/72971/000007297125000066/wfc-1231x2024xex32b.htm)] [added: 1350.](https://www.sec.gov/Archives/edgar/data/72971/000007297126000133/wfc-1231x2025xex32b.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Furnished herewith. | | |

| | | | | | | | | | | | | [For grant](https://www.sec.gov/Archives/edgar/data/72971/000007297125000193/ex101-wfcceorsragmt.htm) [to Ch](https://www.sec.gov/Archives/edgar/data/72971/000007297125000193/ex101-wfcceorsragmt.htm)[ief Exec](https://www.sec.gov/Archives/edgar/data/72971/000007297125000193/ex101-wfcceorsragmt.htm)[utive Officer](https://www.sec.gov/Archives/edgar/data/72971/000007297125000193/ex101-wfcceorsragmt.htm) [on](https://www.sec.gov/Archives/edgar/data/72971/000007297125000193/ex101-wfcceorsragmt.htm) [J](https://www.sec.gov/Archives/edgar/data/72971/000007297125000193/ex101-wfcceorsragmt.htm)[uly 29](https://www.sec.gov/Archives/edgar/data/72971/000007297125000193/ex101-wfcceorsragmt.htm)[, 202](https://www.sec.gov/Archives/edgar/data/72971/000007297125000193/ex101-wfcceorsragmt.htm)[5](https://www.sec.gov/Archives/edgar/data/72971/000007297125000193/ex101-wfcceorsragmt.htm); | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 31, 2025. | | |

| | | | | | | | | | | | | [Form of Non-Qualified Stock Option Award Agreement for Chief Executive Officer grant on July 29, 2025](https://www.sec.gov/Archives/edgar/data/72971/000007297125000193/ex102-wfcceostockoptionagr.htm). | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed July 31, 2025. | | |

| 10(l)* | | | | | | | | | | | | [Description of Wells Fargo Bank, N.A. Non-Employee Director Compensation Program, effective April 1, 2025](https://www.sec.gov/Archives/edgar/data/72971/000007297125000066/wfc-1231x2024xex10l.htm); and | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Filed herewith. | | |

| | | | | | | | | | | | | [Description of Wells Fargo Bank, N.A. Non-Employee Director Compensation Program, effective April 1, 2022.](https://www.sec.gov/Archives/edgar/data/72971/000007297122000113/wfc-0331x2022xex10g.htm) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Incorporated by reference to Exhibit 10(g) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022. | | |

| 24 | | | | | | | | | | | | [Powers of Attorney.](https://www.sec.gov/Archives/edgar/data/72971/000007297125000066/wfc-1231x2024xex24.htm) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Filed herewith. | | |

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February [removed: 25, 2025.][added: 24, 2026.]

| | | | | | | | | | [removed: President] [added: Chairman] and Chief Executive Officer | | | | | |

| | | | | | | | | | Chairman and Chief Executive Officer | | | | | |

| | | | | | | | | | February 24, 2026 | | | | | |

| | | | | | | | | | February 24, 2026 | | | | | |

| | | | | | | | | | February 24, 2026 | | | | | |

| | | | | | | | | | February 24, 2026 | | | | | |

| | | | | | | | | | February 25, 2025 | | | | | |