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Item 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

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Item 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

  1. FINANCIAL STATEMENTS

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 2025 Annual Report to Shareholders, and are incorporated into this item by reference.

  1. FINANCIAL STATEMENT SCHEDULES

All financial statement schedules for the Company have been included in the consolidated financial statements or the related footnotes, or are either inapplicable or not required.

  1. EXHIBITS

A list of exhibits to this Form 10-K is set forth below. Shareholders may obtain a copy of any of the following exhibits, upon payment of a reasonable fee, by writing to Wells Fargo & Company, Office of the Corporate Secretary, MAC J0193-610, 30 Hudson Yards, 61st Floor, New York, New York 10001-2170.

The Company’s SEC file number is 001-2979. On and before November 2, 1998, the Company filed documents with the SEC under the name Norwest Corporation. The former Wells Fargo & Company filed documents under SEC file number 001-6214. The former Wachovia Corporation filed documents under SEC file number 001-10000.

Exhibit NumberDescriptionLocation
3(a)Restated Certificate of Incorporation, as amended and in effect on the date hereof.Incorporated by reference to Exhibit 3(a) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.
3(b)By-Laws.Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed July 31, 2025.
4(a)See Exhibits 3(a) and 3(b).
4(b)The Company agrees to furnish upon request to the Commission a copy of each instrument defining the rights of holders of senior and subordinated debt of the Company.
4(c)Description of Securities.Filed herewith.
10(a)*Wells Fargo & Company 2022 Long-Term Incentive Plan.Incorporated by reference to Exhibit 10(a) to the Company’s Current Report on Form 8-K filed April 29, 2022.
Long-Term Incentive Compensation Plan (as amended and restated on April 23, 2019).Incorporated by reference to Exhibit 10(b) to the Company’s Current Report on Form 8-K filed April 26, 2019.
Forms of Performance Share Award Agreement:
For grants on or after January 26, 2026;Filed herewith.
For grants on or after January 28, 2025;Incorporated by reference to Exhibit 10(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
For grants on or after January 23, 2024; andIncorporated 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, 2023.Incorporated by reference to Exhibit 10(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.
Forms of Restricted Share Rights Award Agreement:
For grants on or after January 26, 2026;Filed herewith.
For grant to Chief Executive Officer on July 29, 2025;Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 31, 2025.
For grants on or after January 28, 2025;Incorporated by reference to Exhibit 10(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
For grants on or after January 23, 2024;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 to non-employee Directors on or after January 1, 2024;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, 2023; andIncorporated by reference to Exhibit 10(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.
* Management contract or compensatory plan or arrangement.
Exhibit NumberDescriptionLocation
For grants to non-employee Directors on or after January 1, 2023.Incorporated by reference to Exhibit 10(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.
Form of Non-Qualified Stock Option Award Agreement for Chief Executive Officer grant on July 29, 2025.Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed July 31, 2025.
10(b)*Wells Fargo Bonus Plan, as amended effective January 1, 2026; andFiled herewith.
Wells Fargo Bonus Plan, as amended effective January 1, 2025.Incorporated by reference to Exhibit 10(b) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
10(c)*Deferred Compensation Plan, as amended and restated effective October 8, 2020.Incorporated by reference to Exhibit 10(c) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.
Deferred Compensation Plan, as amended effective January 1, 2008.Incorporated by reference to Exhibit 10(f) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.
Amendment to Deferred Compensation Plan, effective July 1, 2023.Incorporated by reference to Exhibit 10(a) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023.
Amendment to Deferred Compensation Plan, effective January 1, 2022.Incorporated by reference to Exhibit 10(a) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022.
Amendment to Deferred Compensation Plan, effective January 1, 2021.Incorporated by reference to Exhibit 10(c) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.
Amendment to Deferred Compensation Plan, effective December 31, 2018.Incorporated by reference to Exhibit 10(c) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.
Amendment to Deferred Compensation Plan, effective July 1, 2017.Incorporated by reference to Exhibit 10(c) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017.
Amendment to Deferred Compensation Plan, effective January 1, 2017.Incorporated by reference to Exhibit 10(d) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.
Amendments to Deferred Compensation Plan, effective August 1, 2016 and January 1, 2017.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 Deferred Compensation Plan, effective January 1, 2016.Incorporated by reference to Exhibit 10(e) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.
Amendment to Deferred Compensation Plan, effective January 1, 2015.Incorporated by reference to Exhibit 10(a) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014.
Amendment to Deferred Compensation Plan, effective January 1, 2013.Incorporated by reference to Exhibit 10(e) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.
Amendment to Deferred Compensation Plan, effective January 1, 2011.Incorporated by reference to Exhibit 10(a) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011.
Amendment to Deferred Compensation Plan, effective December 1, 2009.Incorporated by reference to Exhibit 10(f) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.
10(d)*Directors Stock Compensation and Deferral Plan.Incorporated by reference to Exhibit 10(f) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007.
Exhibit NumberDescriptionLocation
Amendment to Directors Stock Compensation and Deferral Plan, effective April 1, 2013.Incorporated by reference to Exhibit 10(a) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013.
Amendment to Directors Stock Compensation and Deferral Plan, effective January 1, 2013.Incorporated by reference to Exhibit 10(a) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013.
Amendment to Directors Stock Compensation and Deferral Plan, effective January 24, 2012.Incorporated by reference to Exhibit 10(f) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.
Amendment to Directors Stock Compensation and Deferral Plan, effective January 25, 2011.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 Directors Stock Compensation and Deferral Plan, effective February 24, 2009.Incorporated by reference to Exhibit 10(a) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009.
Amendments to Directors Stock Compensation and Deferral Plan, effective September 23, 2008.Incorporated by reference to Exhibit 10(a) to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008.
Amendment to Directors Stock Compensation and Deferral Plan, effective January 22, 2008.Incorporated by reference to Exhibit 10(f) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007.
Action of Governance and Nominating Committee Increasing Amount of Formula Stock and Option Awards Under Directors Stock Compensation and Deferral Plan, effective January 1, 2007.Incorporated by reference to Exhibit 10(f) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.
Form of Non-Qualified Stock Option Agreement for grants to Directors on or before April 29, 2008.Incorporated by reference to Exhibit 10(b) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013.
10(e)*Deferral Plan for Directors of the former Wells Fargo.Incorporated by reference to Exhibit 10(b) to the former Wells Fargo’s Annual Report on Form 10-K for the year ended December 31, 1997.
Amendment to Deferral Plan, effective January 1, 2004.Incorporated by reference to Exhibit 10(d) to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
10(f)*Supplemental 401(k) Plan.Incorporated by reference to Exhibit 10(c) to the Company’s Current Report on Form 8-K filed May 4, 2009.
Amendment to Supplemental 401(k) Plan, effective July 1, 2023.Incorporated by reference to Exhibit 10(b) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023.
Amendment to Supplemental 401(k) Plan, effective January 1, 2022.Incorporated by reference to Exhibit 10(b) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022.
Amendment to Supplemental 401(k) Plan, effective January 1, 2021.Incorporated by reference to Exhibit 10(f) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.
Amendment to Supplemental 401(k) Plan, effective January 1, 2020.Incorporated by reference to Exhibit 10(b) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020.
Amendment to Supplemental 401(k) Plan, effective December 31, 2018.Incorporated by reference to Exhibit 10(i) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.
Amendment to Supplemental 401(k) Plan, effective July 1, 2017.Incorporated by reference to Exhibit 10(d) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017.
Amendment to Supplemental 401(k) Plan, effective January 1, 2015.Incorporated by reference to Exhibit 10(b) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014.
Exhibit NumberDescriptionLocation
10(g)*Supplemental Cash Balance Plan.Incorporated by reference to Exhibit 10(b) to the Company’s Current Report on Form 8-K filed May 4, 2009.
Amendment to Supplemental Cash Balance Plan, effective July 1, 2023.Incorporated by reference to Exhibit 10(c) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023.
Amendment to Supplemental Cash Balance Plan, effective January 1, 2022.Incorporated by reference to Exhibit 10(c) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022.
Amendment to Supplemental Cash Balance Plan, effective January 1, 2020.Incorporated by reference to Exhibit 10(c) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020.
Amendment to Supplemental Cash Balance Plan, effective February 1, 2019.Incorporated by reference to Exhibit 10(j) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.
Amendment to Supplemental Cash Balance Plan, effective December 31, 2018.Incorporated by reference to Exhibit 10(h) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.
Amendment to Supplemental Cash Balance Plan, effective July 1, 2017.Incorporated by reference to Exhibit 10(e) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017.
10(h)*Supplemental Long-Term Disability Plan.Incorporated by reference to Exhibit 10(f) to the Company’s Annual Report on Form 10-K for the year ended December 31, 1990.
Amendment to Supplemental Long-Term Disability Plan.Incorporated by reference to Exhibit 10(g) to the Company’s Annual Report on Form 10-K for the year ended December 31, 1992.
10(i)*Description of Relocation Program.Incorporated by reference to Exhibit 10(y) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003.
10(j)*Description of Chairman/CEO Post-Retirement Policy.Incorporated by reference to Exhibit 10(w) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008.
10(k)*Description of the Company’s Non-Employee Director Compensation Program, effective April 1, 2026.Filed herewith.
10(l)*Amended and Restated Wachovia Corporation Elective Deferral Plan (as amended and restated effective January 1, 2009).Incorporated by reference to Exhibit (10)(a) to Wachovia Corporation’s Current Report on Form 8-K filed December 29, 2008.
Amendment to the Wachovia Savings Restoration Plan, effective July 1, 2023.Incorporated by reference to Exhibit 10(d) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023.
Amendment to Wachovia Corporation Elective Deferral Plan, effective January 1, 2022.Incorporated by reference to Exhibit 10(d) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022.
Amendment to Elective Deferral Plan, effective January 1, 2020.Incorporated by reference to Exhibit 10(m) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
Amendment to Elective Deferral Plan, effective December 31, 2018.Incorporated by reference to Exhibit 10(m) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
Amendment to Elective Deferral Plan, effective July 1, 2017.Incorporated by reference to Exhibit 10(m) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
Amendment to Elective Deferral Plan, effective August 1, 2016.Incorporated by reference to Exhibit 10(m) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
Exhibit NumberDescriptionLocation
Amendment to Elective Deferral Plan, effective June 21, 2013.Incorporated by reference to Exhibit 10(m) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
Amendment to Elective Deferral Plan, effective December 14, 2012.Incorporated by reference to Exhibit 10(m) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
10(m)*Wachovia Corporation Executive Deferred Compensation Plan.Incorporated by reference to Exhibit (10)(d) to Wachovia Corporation’s Annual Report on Form 10-K for the year ended December 31, 1997.
10(n)*Wachovia Corporation Supplemental Executive Long-Term Disability Plan, as amended and restated.Incorporated by reference to Exhibit (99) to Wachovia Corporation’s Current Report on Form 8-K filed January 5, 2005.
10(o)*Amended and Restated Wachovia Corporation Savings Restoration Plan.Incorporated by reference to Exhibit 10(b) to Wachovia Corporation’s Current Report on Form 8-K filed December 29, 2008.
Wachovia Corporation Savings Restoration Plan.Incorporated by reference to Exhibit 10(gg) to Wachovia Corporation’s Annual Report on Form 10-K for the year ended December 31, 2002.
Amendment to Wachovia Corporation Savings Restoration Plan, effective January 1, 2022.Incorporated by reference to Exhibit 10(e) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022.
Amendment to Wachovia Corporation Savings Restoration Plan, effective January 1, 2020.Incorporated by reference to Exhibit 10(a) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020.
Amendment to Wachovia Corporation Savings Restoration Plan, effective December 31, 2018.Incorporated by reference to Exhibit 10(s) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.
Amendment to Wachovia Corporation Savings Restoration Plan, effective July 1, 2017.Incorporated by reference to Exhibit 10(f) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017.
Amendments to Wachovia Corporation Savings Restoration Plan, effective August 1, 2016.Incorporated by reference to Exhibit 10(b) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016.
Amendment 2008-1 to Wachovia Corporation Savings Restoration Plan.Incorporated by reference to Exhibit 10(c) to Wachovia Corporation’s Current Report on Form 8-K filed December 29, 2008.
Amendment 2007-1 to Wachovia Corporation Savings Restoration Plan.Incorporated by reference to Exhibit 10(b) to Wachovia Corporation’s Current Report on Form 8-K filed December 20, 2007.
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.Incorporated by reference to Exhibit 10(bb) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.
10(q)*Key/Specified Employee Policy.Incorporated by reference to Exhibit 10(v) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.
10(r)*Offer Letter to Charles W. Scharf, dated September 26, 2019.Incorporated by reference to Exhibit 10(a) to the Company’s Current Report on Form 8-K filed September 27, 2019.
Exhibit NumberDescriptionLocation
132025 Annual Report to Shareholders.Filed herewith.
19(a)Provisions of Wells Fargo's Code of Conduct related to insider trading.Incorporated by reference to Exhibit 19(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
19(b)Insider Trading Activity Policy.Incorporated by reference to Exhibit 19(b) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
19(c)Company Securities Issuance and Repurchase Policy.Incorporated by reference to Exhibit 19(c) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
21Subsidiaries of the Company.Filed herewith.
22Subsidiary guarantors and issuers of guaranteed securities and affiliates whose securities collateralize securities of the registrant.Filed herewith.
23Consent of Independent Registered Public Accounting Firm.Filed herewith.
24Powers of Attorney.Filed herewith.
31(a)Certification of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.Filed herewith.
31(b)Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.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. § 1350.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. § 1350.Furnished herewith.
97Wells Fargo & Company Mandatory Clawback Policy, effective as of October 2, 2023.Incorporated by reference to Exhibit 97 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
99Description of Replacement Capital Covenants of Wells Fargo.Incorporated by reference to Exhibit 99 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
101.SCHXBRL Taxonomy Extension Schema Document.Filed herewith.
101.CALXBRL Taxonomy Extension Calculation Linkbase Document.Filed herewith.
101.LABXBRL Taxonomy Extension Label Linkbase Document.Filed herewith.
101.PREXBRL Taxonomy Extension Presentation Linkbase Document.Filed herewith.
101.DEFXBRL Taxonomy Extension Definitions Linkbase Document.Filed herewith.
104Cover Page Interactive Data File.Formatted as Inline XBRL and contained in Exhibit 101.

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