Wells Fargo mpany : Form 8-K

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 15, 2025

WELLS FARGO & COMPANY

(Exact name of registrant as specified in its charter)

Delaware	001-02979	No.	41-0449260
(State or Other Jurisdiction	(Commission File	(IRS Employer
of Incorporation)	Number)	Identification No.)

333 Market Street, San Francisco, California 94105 (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-commencementcommunications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
• Pre-commencementcommunications 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

Common Stock, par value $1-2/3

7.5% Non-Cumulative Perpetual Convertible Class A Preferred Stock, Series L

Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series Y

Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series Z

Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series AA

Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series CC Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series DD Guarantee of Medium-Term Notes, Series A, due October 30, 2028 of Wells Fargo Finance LLC

	Name of Each
Trading	Exchange
Symbol	on Which Registered
	New York Stock
	Exchange
W F C	(NYSE)
WFC.PRL	NYSE
WFC . PRY	NYSE
WFC . PRZ	NYSE
WFC.PRA	NYSE
WFC . PRC	NYSE
WFC . PRD	NYSE
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 2.02 Results of Operations and Financial Condition.

On January 15, 2025, Wells Fargo & Company (the "Company") issued a news release regarding its results of operations and financial condition for the quarter ended December 31, 2024, and posted on its website its 4Q24 Quarterly Supplement, which contains certain additional information about the Company's financial results for the quarter ended December 31, 2024. The news release is included as Exhibit 99.1 and the 4Q24 Quarterly Supplement is included as Exhibit 99.2 to this report, and each is incorporated by reference into this Item 2.02. The information included in Exhibit 99.1 and Exhibit 99.2 is considered to be "filed" for purposes of Section 18 under the Securities Exchange Act of 1934.

Item 7.01 Regulation FD Disclosure.

On January 15, 2025, the Company intends to host a live conference call that will also be available by webcast to discuss the Company's fourth quarter 2024 financial results and other matters relating to the Company. In connection therewith, the Company has posted on its website presentation materials containing certain historical and forward-looking information relating to the Company. The presentation materials are included as Exhibit 99.3 to this report and are incorporated by reference into this Item 7.01. Except for the "2025 net interest income expectation" portion on page 18 of the presentation materials, which portion shall be considered "filed," the rest of Exhibit 99.3 shall not be considered "filed" for purposes of Section 18 under the Securities Exchange Act of 1934 and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits
Exhibit No.	Description	Location
99.1	News Release dated January 15, 2025	Filed herewith
99.2	4Q24 Quarterly Supplement	Filed herewith
99.3	Presentation Materials - 4Q24 Financial Results	Furnished herewith, except for
		the "2025 net interest income
		expectation" portion on
		page 18, which portion is
		deemed 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 15, 2025

WELLS FARGO & COMPANY

By: /s/ MUNEERA S. CARR

Muneera S. Carr

Executive Vice President,

Chief Accounting Officer and

Controller

Exhibit 99.1

News Release | January 15, 2025

Wells Fargo Reports Fourth Quarter 2024 Net Income of $5.1 billion, or $1.43 per Diluted Share

Full Year 2024 Net Income of $19.7 billion, or $5.37 per Diluted Share

Company-wide Financial Summary				Operating Segments and Other Highlights
		Quarter ended			Quarter	Dec 31, 2024
				ended	% Change from
		Dec 31,	Dec 31,
				Dec 31,	Sep 30,	Dec 31,
		2024	2023
		($ in billions)		2024	2024	2023
Selected Income Statement Data
			Average loans
($ in millions except per share amounts)
			Consumer Banking and Lending	$	321.4	(1)%	(4)
Total revenue	$	20,378	20,478
Commercial Banking		221.8	-	(1)
Noninterest expense		13,900	15,786
	Corporate and Investment Banking		274.0	-	(6)
Provision for credit losses1		1,095	1,282
Net income		5,079	3,446	Wealth and Investment Management		83.6	1	2
	Average deposits
Diluted earnings per common share		1.43	0.86
Selected Balance Sheet Data				Consumer Banking and Lending		773.6	-	(1)
			Commercial Banking		184.3	6	13
($ in billions)
Average loans	$	906.4	938.0	Corporate and Investment Banking		205.1	6	18
Average deposits		1,353.8	1,340.9	Wealth and Investment Management		118.3	10	16
CET12		11.1 %	11.4	Capital
Performance Metrics
			◦ Repurchased 57.8 million shares, or $4.0 billion, of common
ROE3		11.7 %	7.6	stock in fourth quarter 2024
ROTCE4		13.9	9.0

Fourth quarter 2024 results included:

• $863 million, or $0.26 per share, of discrete tax benefits related to the resolution of prior period matters
• $(647) million, or $(0.15) per share, of severance expense
• $(448) million, or $(0.10) per share, of net losses on debt securities related to a repositioning of the investment portfolio

Chief Executive Officer Charlie Scharf commented, "Let me start by acknowledging the unbelievable devastation from the Los Angeles wildfires. Our hearts go out to everyone who has been impacted including both our customers and employees, and we are committed to providing support to these communities.

Turning to Wells Fargo's performance, our solid performance this quarter caps a year of significant progress for Wells Fargo. Our earnings profile continues to improve, we are seeing the benefit from investments we are making to increase our growth and improve how we serve our customers and communities, we maintained a strong balance sheet, we returned approximately $25 billion of capital to shareholders, and we made significant progress on our risk and control work.

Our diluted earnings per share increased 11% from a year ago and benefited from decisions we made to exit or scale back certain businesses, decrease our reliance on net interest income by growing fee-based revenues, increase investments in our core businesses, and consistently look to increase efficiencies across the company. Strong fee-based revenue growth, up 15% from a year ago, largely offset the expected decline in net interest income. Expenses declined from a year ago, and credit trends remained relatively stable. We maintained significant excess capital with an 11.1% CET1 ratio at year end while we repurchased approximately $20 billion of common stock during the year, up 64% from a year ago, and increased our common stock dividend per share by 15%. Average common shares outstanding decreased 21% since the fourth quarter of 2019."

"I'm proud of the clear progress we've made on our risk and control agenda. The OCC terminated a consent order it issued in 2016 regarding sales practices, an important milestone for Wells Fargo. Our operational risk and compliance infrastructure is greatly changed from when I arrived and while we are not done, I'm confident that we will successfully complete the work required in our consent orders and embed an operational risk and compliance mindset into our culture," Scharf added.

"I'm excited about the opportunities ahead as we've seen improved results and increased market share in many of the businesses that we believe will drive higher growth and returns over time. For example, our credit card business continues to generate strong growth while maintaining a strong credit profile. After several years of minimal growth, we grew net checking accounts more meaningfully in 2024. We also grew mobile active customers by 1.5 million in 2024. For our affluent clients, we are starting to see some early benefits from the enhancements we have been making to our Wells Fargo Premier offerings, including higher deposit and investment balances. Fees and market share from investment banking and trading activities have been growing and our revenues in both trading and investment banking grew by double-digits in 2024, reflecting the investments we have been making in talent and technology," Scharf continued.

"I believe we are still in the early stages of seeing the benefits of the momentum we are building, and our financial performance should continue to benefit from the work we are doing to transform the company. I want to thank everyone who works at Wells Fargo for their hard work over the past year and for what they do every single day to support our customers, clients, and communities." Scharf concluded.

Endnotes are presented on page 9.

Financial results reported in this document are preliminary. Final financial results and other disclosures will be reported in our Annual Report on Form 10-K for the year ended December 31, 2024, and may differ materially from the results and disclosures in this document due to, among other things, the completion of final review procedures, the occurrence of subsequent events, or the discovery of additional information.

Selected Company-wide Financial Information

Earnings ($ in millions except per share amounts)
Net interest income	$
Noninterest income
Total revenue
Net charge-offs
Change in the allowance for credit losses
Provision for credit losses1
Noninterest expense
Income tax expense (benefit)
Wells Fargo net income	$
Diluted earnings per common share

Balance Sheet Data (average) ($ in billions)

Loans

$

Deposits

Assets

Financial Ratios

Return on assets (ROA) Return on equity (ROE)

Return on average tangible common equity (ROTCE)2

Efficiency ratio3

Net interest margin on a taxable-equivalent basis

NM - Not meaningful

				Dec 31, 2024
		Quarter ended		% Change from
Dec 31,	Sep 30,	Dec 31,	Sep 30,	Dec 31,
2024	2024	2023	2024	2023
11,836	11,690	12,771	1%	(7)	$
8,542	8,676	7,707	(2)	11
20,378	20,366	20,478	-	-
1,188	1,111	1,258	7	(6)
(93)	(46)	24	NM	NM
1,095	1,065	1,282	3	(15)
13,900	13,067	15,786	6	(12)
120	1,064	(100)	(89)	NM
5,079	5,114	3,446	(1)	47	$
1.43	1.42	0.86	1	66
906.4	910.3	938.0	-	(3)	$
1,353.8	1,341.7	1,340.9	1	1
1,918.5	1,916.6	1,907.5	-	1
1.05 %	1.06	0.72
11.7	11.7	7.6
13.9	13.9	9.0
68	64	77
2.70	2.67	2.92

	Year ended
Dec 31,	Dec 31,
2024	2023
47,676	52,375
34,620	30,222
82,296	82,597
4,759	3,450
(425)	1,949
4,334	5,399
54,598	55,562
3,399	2,607
19,722	19,142
5.37	4.83
915.4	943.9
1,345.9	1,346.3
1,916.7	1,885.5
1.03 %	1.02
11.4	11.0
13.4	13.1
66	67
2.73	3.06

Fourth Quarter 2024 vs. Fourth Quarter 2023

• Net interest income decreased 7%, driven by deposit mix and pricing changes, the impact of lower rates on floating rate assets, and lower loan balances, partially offset by lower market funding
• Noninterest income increased 11%, driven by improved results from our venture capital investments, an increase in asset-based fees in Wealth and Investment Management on higher market valuations, and higher investment banking fees, as well as increases in most other fee categories, partially offset by net losses on debt securities related to a repositioning of the investment portfolio and lower net gains from trading in our Markets business
• Noninterest expense decreased 12%, driven by lower Federal Deposit Insurance Corporation (FDIC) assessments, as fourth quarter 2023 included a $1.9 billion FDIC special assessment, as well as lower severance expense and the impact of efficiency initiatives. These decreases were partially offset by higher revenue-related compensation expense predominantly in Wealth and Investment Management, an increase in benefits expense, and higher technology and equipment expense
• Provision for credit losses in fourth quarter 2024 included a decrease in the allowance for credit losses, reflecting lower allowances across most loan portfolios, partially offset by a higher allowance for credit card loans driven by an increase in balances
• Income tax expense in fourth quarter 2024 included $863 million of discrete tax benefits related to the resolution of prior period matters

Endnotes are presented on page 9.

2

Selected Company-wide Capital and Liquidity Information

				Quarter ended
		Dec 31,	Sep 30,	Dec 31,
($ in billions)		2024	2024	2023
Capital:
Total equity	$	181.1	185.0	187.4
Common stockholders' equity		160.7	164.8	166.4
Tangible common equity1		135.6	139.7	141.2
Common Equity Tier 1 (CET1) ratio2		11.1 %	11.3	11.4
Total loss absorbing capacity (TLAC) ratio3		24.8	25.3	25.0
Supplementary Leverage Ratio (SLR)4		6.7	6.9	7.1
Liquidity:
Liquidity Coverage Ratio (LCR)5		125 %	127	125

Selected Company-wide Loan Credit Information

($ in millions)

Net loan charge-offs

Net loan charge-offs as a % of average total loans (annualized)

Total nonaccrual loans

As a % of total loans

Total nonperforming assets

As a % of total loans

Allowance for credit losses for loans

As a % of total loans

			Quarter ended
	Dec 31,	Sep 30,	Dec 31,
	2024	2024	2023
$	1,211	1,111	1,252
	0.53 %	0.49	0.53
$	7,730	8,172	8,256
	0.85 %	0.90	0.88
$	7,936	8,384	8,443
	0.87 %	0.92	0.90
$	14,636	14,739	15,088
	1.60 %	1.62	1.61

Fourth Quarter 2024 vs. Third Quarter 2024

• Commercial net loan charge-offs as a percentage of average loans were 0.30% (annualized), up from 0.24%, driven by higher commercial real estate net loan charge-offs, predominantly in the office portfolio. The consumer net loan charge-off rate increased to 0.85% (annualized), up from 0.83%, due to higher net loan charge-offs in the credit card portfolio
• Nonperforming assets were down $448 million, or 5%, driven by lower commercial real estate nonaccrual loans, predominantly in the office portfolio, including paydowns and net loan charge-offs, as well as lower residential mortgage nonaccrual loans

Endnotes are presented on page 9.

3

Operating Segment Performance

Consumer Banking and Lendingoffers diversified financial products and services for consumers and small businesses with annual sales generally up to $10 million. These financial products and services include checking and savings accounts, credit and debit cards, as well as home, auto, personal, and small business lending.

Selected Financial Information

					Dec 31, 2024
				Quarter ended	% Change from
		Dec 31,	Sep 30,	Dec 31,	Sep 30,	Dec 31,
		2024	2024	2023	2024	2023
Earnings (in millions)
Consumer, Small and Business Banking	$	6,067	6,222	6,554	(2)%	(7)
Consumer Lending:
Home Lending		854	842	839	1	2
Credit Card		1,489	1,471	1,449	1	3
Auto		263	273	334	(4)	(21)
Personal Lending		307	316	343	(3)	(10)
Total revenue		8,980	9,124	9,519	(2)	(6)
Provision for credit losses		911	930	790	(2)	15
Noninterest expense		5,925	5,624	6,046	5	(2)
Net income	$	1,602	1,924	2,011	(17)	(20)
Average balances (in billions)
Loans	$	321.4	323.6	333.5	(1)	(4)
Deposits		773.6	773.6	779.5	-	(1)

Fourth Quarter 2024 vs. Fourth Quarter 2023

• Revenue decreased 6%
• • Consumer, Small and Business Banking was down 7% driven by lower net interest income reflecting the impact of customer migration to higher yielding deposit products including promotional savings and time deposit accounts
  • Home Lending was up 2% reflecting higher mortgage banking fees, partially offset by lower net interest income on lower loan balances
  • Credit Card was up 3% reflecting higher loan balances and higher card fees driven by the impact of higher point of sale volume
  • Auto was down 21% due to lower loan balances and loan spread compression
  • Personal Lending was down 10% driven by lower loan balances and loan spread compression
• Noninterest expense was down 2% reflecting lower operating costs and severance expense, as well as the impact of efficiency initiatives, partially offset by higher operating losses

4

Commercial Bankingprovides financial solutions to private, family owned and certain public companies. Products and services include banking and credit products across multiple industry sectors and municipalities, secured lending and lease products, and treasury management.

Selected Financial Information

					Dec 31, 2024
				Quarter ended	% Change from
		Dec 31,	Sep 30,	Dec 31,	Sep 30,	Dec 31,
		2024	2024	2023	2024	2023
Earnings (in millions)
Middle Market Banking	$	2,144	2,187	2,196	(2)%	(2)
Asset-Based Lending and Leasing		1,027	1,146	1,172	(10)	(12)
Total revenue		3,171	3,333	3,368	(5)	(6)
Provision for credit losses		33	85	40	(61)	(18)
Noninterest expense		1,525	1,480	1,630	3	(6)
Net income	$	1,203	1,318	1,273	(9)	(5)
Average balances (in billions)
Loans	$	221.8	222.1	223.3	-	(1)
Deposits		184.3	173.2	163.3	6	13

Fourth Quarter 2024 vs. Fourth Quarter 2023

• Revenue decreased 6%
• • Middle Market Banking was down 2% driven by lower net interest income reflecting higher deposit costs, partially offset by higher treasury management fees
  • Asset-BasedLending and Leasing was down 12% on lower net interest income and lease income, partially offset by improved results from equity investments
• Noninterest expense decreased 6% reflecting lower severance expense and operating losses, as well as the impact of efficiency initiatives, partially offset by higher operating costs

5

Corporate and Investment Bankingdelivers a suite of capital markets, banking and financial products and services to corporate, commercial real estate, government and institutional clients globally. Products and services include corporate banking, investment banking, treasury management, commercial real estate lending and servicing, equity and fixed income solutions, as well as sales, trading, and research capabilities.

Selected Financial Information

					Dec 31, 2024
				Quarter ended	% Change from
		Dec 31,	Sep 30,	Dec 31,	Sep 30,	Dec 31,
		2024	2024	2023	2024	2023
Earnings (in millions)
Banking:
Lending	$	691	698	774	(1)%	(11)
Treasury Management and Payments		644	695	742	(7)	(13)
Investment Banking		491	419	383	17	28
Total Banking		1,826	1,812	1,899	1	(4)
Commercial Real Estate		1,274	1,364	1,291	(7)	(1)
Markets:
Fixed Income, Currencies, and Commodities (FICC)		1,179	1,327	1,122	(11)	5
Equities		385	396	457	(3)	(16)
Credit Adjustment (CVA/DVA/FVA) and Other		(71)	31	(8)	NM	NM
Total Markets		1,493	1,754	1,571	(15)	(5)
Other		20	(19)	(26)	205	177
Total revenue		4,613	4,911	4,735	(6)	(3)
Provision for credit losses		205	26	498	688	(59)
Noninterest expense		2,300	2,229	2,132	3	8
Net income	$	1,580	1,992	1,582	(21)	-
Average balances (in billions)
Loans	$	274.0	275.2	290.1	-	(6)
Deposits		205.1	194.3	173.1	6	18

NM - Not meaningful

Fourth Quarter 2024 vs. Fourth Quarter 2023

• Revenue decreased 3%
• • Banking was down 4% driven by higher deposit costs and lower loan balances, partially offset by higher investment banking revenue on increased activity in equity and debt capital markets and higher advisory fees
  • Commercial Real Estate was down 1% and included the impact of lower loan balances, partially offset by higher capital markets revenue
  • Markets was down 5% driven by lower revenue in equities and municipals, partially offset by higher revenue in most other FICC products. In fourth quarter 2024, we implemented a change to incorporate funding valuation adjustments (FVA) for our derivatives, which resulted in a loss of $85 million
• Noninterest expense increased 8% driven by higher operating costs and incentive compensation expense, partially offset by the impact of efficiency initiatives

6

Wealth and Investment Managementprovides personalized wealth management, brokerage, financial planning, lending, private banking, trust and fiduciary products and services to affluent, high-net worth and ultra-high-net worth clients. We operate through financial advisors in our brokerage and wealth offices, consumer bank branches, independent offices, and digitally through WellsTrade® and Intuitive Investor®.

Selected Financial Information

			Dec 31, 2024
		Quarter ended	% Change from
Dec 31,	Sep 30,	Dec 31,	Sep 30,	Dec 31,
2024	2024	2023	2024	2023

Earnings (in millions)

Net interest income

Noninterest income

Total revenue

Provision for credit losses Noninterest expense

Net income

Total client assets (in billions)

Average balances (in billions)

Loans

Deposits

$	856	842	906	2%	(6)
	3,102	3,036	2,754	2	13
	3,958	3,878	3,660	2	8
	(27)	16	(19)	NM	(42)
	3,307	3,154	3,023	5	9
$	508	529	491	(4)	3
	2,293	2,294	2,084	-	10
$	83.6	82.8	82.2	1	2
	118.3	108.0	102.1	10	16

NM - Not meaningful

Fourth Quarter 2024 vs. Fourth Quarter 2023

• Revenue increased 8%
• • Net interest income was down 6% driven by higher deposit costs including the impact of increased pricing on sweep deposits in advisory brokerage accounts, partially offset by higher deposit balances
  • Noninterest income was up 13% on higher asset-based fees driven by an increase in market valuations
• Noninterest expense increased 9% due to higher revenue-related compensation expense, partially offset by the impact of efficiency initiatives

7