wfc-20250128

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): January 28, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 30, 2025, Wells Fargo & Company (the “Company”) announced that Jon Weiss, Co-CEO of Corporate & Investment Banking (“CIB”), had informed the Company of his intention to retire. Mr. Weiss will step down as Co-CEO of CIB effective immediately and will retire from the Company on June 1, 2025. Fernando Rivas, who joined the Company in May 2024 as Co-CEO of CIB, will become CIB’s sole CEO effective immediately.

The Company’s news release announcing Mr. Weiss’s retirement is attached to this report as Exhibit 99.1 and is incorporated by reference into this Item 5.02.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.	Description	Location
99.1	News Release.	Filed herewith.
104	Cover Page Interactive Data File.	Embedded within the Inline XBRL document.

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:	January 30, 2025	WELLS FARGO & COMPANY

		By:	/s/ EMMA M. BAILEY
			Emma M. Bailey
			Executive Vice President, Deputy General Counsel and Secretary

Exhibit 99.1

News Release | January 30, 2025

Jon Weiss, Co-CEO of Corporate & Investment Banking, to Retire from Wells Fargo

Fernando Rivas takes over as CEO of Corporate & Investment Banking, effective immediately

SAN FRANCISCO – January 30, 2025 – Wells Fargo & Company (NYSE: WFC) announced today that Jon Weiss, Co-CEO of Corporate & Investment Banking (CIB), has informed the company of his intention to retire. Weiss, who has been with Wells Fargo for nearly 20 years, will step down as Co-CEO effective immediately and will formally retire on June 1, 2025. Fernando Rivas, who joined Wells Fargo in May 2024 as Co-CEO of CIB, will become CIB’s sole CEO.

“Jon has a long and distinguished track record of success in financial services, and he has made a lasting impact on Wells Fargo,” said Charlie Scharf, Wells Fargo’s CEO. “Since Jon started leading CIB in early 2020, CIB net income is approximately 40% higher, revenue is approximately 35% higher and the business is well positioned for future growth. His banking expertise is matched only by the strength of his character, his commitment to excellence and his care for the people he’s worked with throughout his 45-year career. We are a better and stronger company because of Jon’s leadership, and we wish him the very best in his future endeavors.”

Weiss started his career with Wells Fargo in 2005 in Investment Banking. In 2008, he became Co-Head of the Investment Banking & Capital Markets division and in 2014 he became President and Head of Wells Fargo Securities. In 2017, he was named Head of Wealth & Investment Management, a position he held until February 2020 when he was named CEO of Corporate & Investment Banking.

Weiss stated: “Over the past two decades, it has been my privilege to work with an outstanding group of colleagues and clients at one of America's great banking franchises. I am proud of the business we have built and the way we do business. Our Corporate & Investment Bank is exceptionally well positioned for continued success with Fernando at its helm. I know that he and our dedicated team will continue to grow the business and serve our clients well.”

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. News, insights, and perspectives from Wells Fargo are also available at Wells Fargo Stories.

Additional information may be found at www.wellsfargo.com

LinkedIn: https://www.linkedin.com/company/wellsfargo

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

Amy Hyland Jones, 704-315-9954

[email protected]

Investor Relations

John Campbell, 415-396-0523

[email protected]

News Release Category: WF-CF

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