Wells Fargo & Company 10-Q/A, filed Aug 4, 2023
Wells Fargo & Company (WFC)
10-Q/A
2023-08-04
For: 2023-06-30
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Added on
April 05, 2026
About this 10-Q/A
Wells Fargo & Company filed this 10-Q/A on August 4, 2023, covering the quarter ended June 30, 2023.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended June 30, 2023
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from __________ to __________
Commission file number 001-2979
WELLS FARGO & COMPANY
(Exact name of registrant as specified in its charter)
| No. | ||||||||||||||
| (State of incorporation) | (I.R.S. Employer Identification No.) | |||||||||||||
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code: 1-866 -249-3302
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||||||
New York Stock Exchange ( | ||||||||
Depositary Shares, each representing a 1/1000th interest in a share of | ||||||||
Depositary Shares, each representing a 1/1000th interest in a share of | ||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Non-accelerated filer ¨ Smaller reporting company ☐
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. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No þ
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| Shares Outstanding | ||||||||
| July 21, 2023 | ||||||||
Common stock, $1-2/3 par value | ||||||||
Explanatory Note
This Amendment No. 1 to the Quarterly Report on Form 10-Q of Wells Fargo & Company for the quarter ended June 30, 2023, originally filed on August 1, 2023 (the “Original Filing”), is being filed solely to correct an error in the number of common shares outstanding as of July 21, 2023, shown on the cover page. The correct number of common shares outstanding as of July 21, 2023, is 3,658,783,337, as indicated on the cover page of this Amendment No. 1.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Form 10-Q/A also contains new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto. Because no financial statements have been included in this Form 10-Q/A and this Form 10-Q/A does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted.
Except as described above, no other changes have been made to the Original Filing, and this Form 10-Q/A does not modify, amend or update in any way any of the financial or other information contained in the Original Filing. This Form 10-Q/A does not reflect events that may have occurred subsequent to the filing date of the Original Filing.
Item 6. Exhibits
A list of exhibits to this Form 10-Q/A is set forth below.
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.
Exhibit Number | Description | Location | ||||||||||||||||||||||||||||||||||||
| Filed herewith. | ||||||||||||||||||||||||||||||||||||||
| Filed herewith. | ||||||||||||||||||||||||||||||||||||||
| 101.INS | Inline XBRL Instance Document | The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document. | ||||||||||||||||||||||||||||||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | Filed herewith. | ||||||||||||||||||||||||||||||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definitions Linkbase Document | Filed herewith. | ||||||||||||||||||||||||||||||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | Filed herewith. | ||||||||||||||||||||||||||||||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | Filed herewith. | ||||||||||||||||||||||||||||||||||||
| 104 | Cover Page Interactive Data File | Formatted as Inline XBRL and contained in Exhibit 101. | ||||||||||||||||||||||||||||||||||||
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, thereunto duly authorized.
Dated: August 4, 2023 WELLS FARGO & COMPANY
| By: | /s/ MUNEERA S. CARR | ||||
| Muneera S. Carr | |||||
Executive Vice President, Chief Accounting Officer and Controller | |||||
| (Principal Accounting Officer) | |||||
Exhibit 31(a)
CERTIFICATION
I, Charles W. Scharf, certify that:
1. I have reviewed this Amendment No. 1 to the Quarterly Report on Form 10-Q for the period ended June 30, 2023, of Wells Fargo & Company; and
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
| /s/ CHARLES W. SCHARF | ||||||||
| Charles W. Scharf | ||||||||
| Chief Executive Officer | ||||||||
| Date: | August 4, 2023 | |||||||
Exhibit 31(b)
CERTIFICATION
I, Michael P. Santomassimo, certify that:
1. I have reviewed this Amendment No. 1 to the Quarterly Report on Form 10-Q for the period ended June 30, 2023, of Wells Fargo & Company; and
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
| /s/ MICHAEL P. SANTOMASSIMO | ||||||||
| Michael P. Santomassimo | ||||||||
| Chief Financial Officer | ||||||||
| Date: | August 4, 2023 | |||||||