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): February 13, 2025
WELLS FARGO & COMPANY
(Exact name of registrant as specified in its charter)
| Delaware | 001-02979 | No. | 41-0449260 |
|---|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission File<br>Number) | (IRS Employer<br>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 <br>on Which Registered |
|---|---|---|
| Common Stock, par value $1-2/3 | WFC | New York Stock<br><br>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. o
Item 8.01. Other Events.
On February 13, 2025, Wells Fargo & Company (the “Company”) issued a news release announcing that its 2018 consent order with the Office of the Comptroller of the Currency related to the Company’s compliance risk management program had terminated.
A copy of the news release is included as Exhibit 99.1 to this report and is incorporated by reference into this Item 8.01.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | Location |
|---|---|---|
| 99.1 | News Release dated February 13, 2025. | 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: | February 13, 2025 | WELLS FARGO & COMPANY | |
|---|---|---|---|
| By: | /s/ EMMA M. BAILEY | ||
| Emma M. Bailey | |||
| Executive Vice President,<br><br>Deputy General Counsel and Secretary |
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Document
Exhibit 99.1
News Release | February 13, 2025
Wells Fargo Confirms Termination of 2018 OCC Compliance Consent Order
SAN FRANCISCO – February 13, 2025 – Wells Fargo & Company (NYSE: WFC) today confirmed that the Office of the Comptroller of the Currency (OCC) terminated its 2018 consent order related to the company’s compliance risk management program. This is the tenth consent order closed by Wells Fargo’s regulators since 2019.
Charlie Scharf, Wells Fargo’s CEO, said of today’s news:
“We are pleased that the OCC has validated the work required in the 2018 compliance consent order and has terminated the enforcement action. This development, along with the termination of three other consent orders in the last three weeks and the termination by the OCC of the 2016 sales practices consent order last year, is a huge accomplishment for the many thousands of people at Wells Fargo who have worked tirelessly to transform the company. We are a different company today than when the new management team arrived. We remain focused and confident in our ability to complete the work required in our remaining consent orders, while building one of the most respected financial institutions in the country.”
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.
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
Beth Richek, 980-308-1568
© 2025 Wells Fargo Bank, N.A. All rights reserved. For public use.
beth.richek@wellsfargo.com
Investor Relations
John Campbell, 415-396-0523
john.m.campbell@wellsfargo.com
News Release Category: WF-CF
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