8-K
WELLS FARGO & COMPANY/MN (WFC)
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): December 12, 2025
WELLS FARGO & COMPANY
(Exact name of registrant as specified in its charter)
| Delaware | 001-02979 | No. 41-0449260 |
|---|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (Commission File<br> <br>Number) | (IRS Employer<br> <br>Identification No.) |
333 Market Street, San Francisco, California 94105
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: 415-371-2921
Not applicable
(Former name or former address, if changed since last report)
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<br> <br>Symbol | Name of Each Exchange<br> <br>on Which Registered |
|---|---|---|
| Common Stock, par value $1-2/3 | WFC | New York Stock Exchange<br> <br>(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. ☐
| Item 8.01. | Other Events. |
|---|
On December 12, 2025, Wells Fargo & Company (the “Company”) provided notice of redemption of its Floating Rate Junior Subordinated Deferrable Interest Debentures due January 15, 2027 (the “Debentures”). The optional prepayment date shall be January 15, 2026 (the “Optional Prepayment Date”), and the optional prepayment price shall be equal to 100% of the principal amount of the Debentures plus accrued and unpaid interest to, but excluding, the Optional Prepayment Date. Upon the redemption of the Debentures, a covenant that the Company made for the benefit of the holders of the Debentures will no longer place conditions on the Company’s ability to repurchase or redeem its 3.90% Fixed Rate Reset Non-Cumulative Perpetual Class A Preferred Stock, Series BB.
| Item 9.01. | Financial Statements and Exhibits. | |
|---|---|---|
| (d) | Exhibits | |
| --- | --- | |
| Exhibit No. | Description | Location |
| --- | --- | --- |
| 99.1 | Press Release dated December 12, 2025. | Filed herewith |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | Filed herewith |
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| WELLS FARGO & COMPANY | |
|---|---|
| DATED: December 12, 2025 | /s/ Bryant Owens |
| Bryant Owens | |
| Senior Vice President and Assistant Treasurer |
EX-99.1
Exhibit 99.1
News Release | Dec. 12, 2025
Wells Fargo & Company Announces Redemption of its Floating Rate Junior Subordinated Deferrable Interest Debentures
SAN FRANCISCO – Dec. 12, 2025 – Wells Fargo & Company (NYSE: WFC) (“Wells Fargo”) today announced that it will redeem all of its Floating Rate Junior Subordinated Deferrable Interest Debentures due January 15, 2027 (CUSIP No. 949746TG6*) (the “Debentures”) on January 15, 2026 (the “Optional Prepayment Date”). The optional prepayment price will be equal to 100% of the principal amount of the Debentures plus accrued and unpaid interest to, but excluding, the Optional Prepayment Date.
Upon the redemption of the Debentures on the Optional Prepayment Date, a covenant that Wells Fargo made for the benefit of the holders of the Debentures will no longer place conditions on Wells Fargo’s ability to repurchase or redeem its 3.90% Fixed Rate Reset Non-Cumulative Perpetual Class A Preferred Stock, Series BB.
*The CUSIP number listed above is for information purposes only. Wells Fargo is not responsible for the selection or use of this CUSIP number, and no representation is made as to its correctness on any of the Debentures.
About Wells Fargo
Wells Fargo & Company (NYSE: WFC) is a leading financial services company that has approximately $2.1 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. 33 on Fortune’s 2025 rankings of America’s largest corporations.
Additional information may be found at www.wellsfargo.com
LinkedIn: https://www.linkedin.com/company/wellsfargo
Contact Information
Media
Beth Richek, 980-308-1568
beth.richek@wellsfargo.com
Investor Relations
Tanya Quinn, 415-396-7495
tanya.quinn@wellsfargo.com
**News Release Category:**WF-CFH
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