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What changed in Wells Fargo's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Wells Fargo's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+71 added−73 removedSource: 10-K (2026-02-24) vs 10-K (2025-02-25)

Top changes in Wells Fargo's 2025 10-K

71 paragraphs added · 73 removed · 61 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeOur subsidiaries compete with financial services providers such as banks, savings and loan associations, credit unions, finance companies, mortgage banking companies, insurance companies, investment banks and mutual fund companies. They also face increased competition from nonbank institutions such as brokerage houses, private equity firms and online lending companies, as well as from financial services subsidiaries of commercial and manufacturing companies.
Biggest changeThey also face increased competition from nonbank institutions such as investment managers, brokerage houses, private equity and private credit firms, and financial technology companies, as well as from financial services subsidiaries of commercial and manufacturing companies. Many of these competitors enjoy fewer regulatory constraints and some may have lower cost structures.
Among other things, Sarbanes-Oxley and/or its implementing regulations established membership requirements and additional responsibilities for our audit committee, imposed restrictions on the relationship between us and our outside auditors (including restrictions on the types of non-audit services our auditors may provide to us), imposed additional responsibilities for our external financial statements on our chief executive officer and chief financial officer, expanded the disclosure requirements for our corporate insiders, required our management to evaluate our disclosure controls and procedures and our internal control over financial reporting, and 6 required our independent registered public accounting firm to issue a report on our internal control over financial reporting.
Among other things, Sarbanes-Oxley and/or its implementing regulations established membership requirements and additional responsibilities for our audit committee, imposed restrictions on the relationship between us and our outside auditors (including restrictions on the types of non-audit services our auditors may provide to us), imposed additional responsibilities for our external financial statements on our chief executive officer and chief financial officer, expanded the disclosure requirements for our corporate insiders, required our management to evaluate our disclosure controls and procedures and our internal control over financial reporting, and required our independent registered public accounting firm to issue a report on our internal control over financial reporting.
The FRB has finalized a number of regulations implementing enhanced prudential requirements for large BHCs like Wells Fargo regarding risk-based capital and leverage, risk and liquidity management, single counterparty credit limits, and imposing debt-to-equity limits on any BHC that regulators determine poses a grave threat to the financial stability of the United States.
The FRB has a number of regulations implementing enhanced prudential requirements for large BHCs like Wells Fargo regarding risk-based capital and leverage, risk and liquidity management, single counterparty credit limits, and imposing debt-to-equity limits on any BHC that regulators determine poses a grave threat to the financial stability of the United States.
In addition, the Company is required to have a minimum amount of equity and unsecured long-term debt, often 3 referred to as total loss absorbing capacity, for purposes of resolvability and resiliency. From time to time, federal banking regulators propose changes and amendments to, and issue interpretations of, risk-based capital requirements and related reporting instructions.
In addition, the Company is required to have a minimum amount of equity and unsecured long-term debt, often referred to as total loss absorbing capacity, for purposes of resolvability and resiliency. From time to time, federal banking regulators propose changes and amendments to, and issue interpretations of, risk-based capital requirements and related reporting instructions.
The OCC may order an assessment of the Parent if the capital of one of its national bank subsidiaries were to become impaired. If the Parent failed to pay the assessment within three months, the OCC could order the sale of the Parent’s stock in the national bank to cover the deficiency. Depositor Preference.
The OCC may order an assessment of the Parent if the capital of one of its national bank subsidiaries were to become impaired. If the Parent failed to pay the assessment within three months, the OCC could order the sale of the Parent’s stock in the national bank to cover the deficiency. 4 Depositor Preference.
In the event of our material financial distress or failure, 4 the IHC will be obligated to use the transferred assets to provide capital and/or liquidity to the Bank, WFS, WFCS, and the Covered Entities pursuant to the Support Agreement.
In the event of our material financial distress or failure, the IHC will be obligated to use the transferred assets to provide capital and/or liquidity to the Bank, WFS, WFCS, and the Covered Entities pursuant to the Support Agreement.
Until corrected, the FHC could be prohibited from engaging in any new financial activity or 2 acquiring companies engaged in financial activities without prior FRB approval.
Until corrected, the FHC could be prohibited from engaging in any new financial activity or acquiring companies engaged in financial activities without prior FRB approval.
For additional information on regulations or arrangements that may impose capital distribution restrictions on the Company and its subsidiaries, see the “Capital Management” and “Risk Factors” sections of the 2024 Annual Report to Shareholders. Deposit Insurance Assessments The Company’s subsidiaries include banks, such as Wells Fargo Bank, N.A., that are insured by the FDIC.
For additional information on regulations or arrangements that may impose capital distribution restrictions on the Company and its subsidiaries, see the “Capital Management” and “Risk Factors” sections of the 2025 Annual Report to Shareholders. Deposit Insurance Assessments The Company’s subsidiaries include banks, such as Wells Fargo Bank, N.A., that are insured by the FDIC.
Any such restriction could materially and adversely impact the Parent’s liquidity and its ability to satisfy its debt and other obligations, as well as its ability to make dividend payments on its common and preferred stock. See the “Risk Factors” section of the 2024 Annual Report to Shareholders for additional information on the Support Agreement.
Any such restriction could materially and adversely impact the Parent’s liquidity and its ability to satisfy its debt and other obligations, as well as its ability to make dividend payments on its common and preferred stock. See the “Risk Factors” section of the 2025 Annual Report to Shareholders for additional information on the Support Agreement.
For additional information on our capital requirements and planning, as well as the leverage and liquidity rules applicable to us, see the “Capital Management” and “Risk Management – Asset/Liability Management – Liquidity Risk and Funding – Liquidity Standards” sections in the 2024 Annual Report to Shareholders. “Living Will” Requirements and Related Matters Living Will .
For additional information on our capital requirements and planning, as well as the leverage and liquidity rules applicable to us, see the “Capital Management” and “Risk Management – Asset/Liability Management – Liquidity Risk and Funding – Liquidity Standards” sections in the 2025 Annual Report to Shareholders. “Living Will” Requirements and Related Matters Living Will .
The OCC, under separate authority, has finalized guidelines establishing heightened governance and risk management standards for large national banks such as Wells Fargo Bank, N.A. The OCC guidelines require covered banks to establish and adhere to a written risk governance framework to manage and control their risk-taking activities.
The OCC, under separate authority, has issued guidelines establishing heightened governance and risk management standards for large national banks such as Wells Fargo Bank, N.A. The OCC guidelines require covered banks to establish and adhere to a written risk governance framework to manage and control their risk-taking activities.
ADDITIONAL INFORMATION Additional information in response to this Item 1 can be found in the 2024 Annual Report to Shareholders under “Financial Review” and under “Financial Statements.” That information is incorporated into this item by reference.
ADDITIONAL INFORMATION Additional information in response to this Item 1 can be found in the 2025 Annual Report to Shareholders under “Financial Review” and under “Financial Statements.” That information is incorporated into this item by reference.
In addition, we offer eligible full- and part-time employees and their eligible dependents a comprehensive set of benefits designed to support their physical, financial, and emotional health to help them make the most of their well-being. Employee learning and development. We invest in the development of our employees and managers.
In addition, we offer eligible employees and dependents a comprehensive set of benefits designed to support their physical, financial, and emotional health to help them make the most of their well-being. Employee learning and development. We invest in the development of our employees and managers.
In addition to these rulemaking activities, the CFPB may conduct ongoing supervisory examination activities of the financial services industry with respect to a number of consumer businesses and products, including mortgage lending and servicing, fair lending requirements, and auto finance.
In addition, the CFPB may conduct ongoing supervisory examination activities of the financial services industry with respect to a number of consumer 7 businesses and products, including mortgage lending and servicing, fair lending requirements, and auto finance.
We are also subject to prohibitions on our ability to merge, acquire all or substantially all of the assets of, or acquire control of another company if our total resulting consolidated liabilities would exceed 10% of the aggregate consolidated liabilities of all financial companies.
BHCs are also subject to prohibitions on the ability to merge, acquire all or substantially all of the assets of, or acquire control of another company if the total resulting consolidated liabilities would exceed 10% of the aggregate consolidated liabilities of all financial companies.
The FRB and OCC have also finalized rules implementing stress testing requirements for large BHCs and national banks. Furthermore, to promote a BHC’s safety and soundness and the financial and operational resilience of its operations, the FRB has finalized guidance regarding effective boards of directors of large BHCs.
The FRB and OCC also have rules implementing stress testing requirements for large BHCs and national banks. Furthermore, to promote a BHC’s safety and soundness and the financial and operational resilience of its operations, the FRB has established expectations regarding effective boards of directors of large BHCs.
For additional information about the regulatory matters discussed below and other regulations and regulatory oversight matters, see the “Overview,” “Capital Management,” “Forward-Looking Statements” and “Risk Factors” sections and Note 26 (Regulatory Capital Requirements and Other Restrictions) to Financial Statements in the 2024 Annual Report to Shareholders. General Parent Bank Holding Company.
For additional information about the regulatory matters discussed below and other regulations and regulatory oversight matters, see the “Capital Management,” “Forward-Looking Statements” and “Risk Factors” sections and Note 25 (Regulatory Capital Requirements and Other Restrictions) to Financial Statements in the 2025 Annual Report to Shareholders. General Parent Bank Holding Company.
The ability of the Parent’s subsidiary banks to pay dividends in the future is currently, and could be further, influenced by bank regulatory policies and capital requirements. For information about the restrictions applicable to the Parent’s subsidiary banks, see Note 26 (Regulatory Capital Requirements and Other Restrictions) to Financial Statements in the 2024 Annual Report to Shareholders.
The ability of the Parent’s subsidiary banks to pay dividends in the future is currently, and could be further, influenced by bank regulatory policies and capital requirements. For information about the restrictions applicable to the Parent’s subsidiary banks, see Note 6 25 (Regulatory Capital Requirements and Other Restrictions) to Financial Statements in the 2025 Annual Report to Shareholders.
The CFPB has issued and proposed a number of rules impacting consumer financial products, including rules impacting residential mortgage lending, credit cards, and other financial products and banking related activities, as well as the fees that may be charged for certain banking products and services.
The CFPB has rules impacting consumer financial products, including rules impacting residential mortgage lending, credit cards, and other financial products and banking related activities, as well as the fees that may be charged for certain banking products and services.
For additional information about our FDIC deposit assessment expense, see Note 21 (Revenue and Expenses) to Financial Statements in the 2024 Annual Report to Shareholders.
For additional information about our FDIC deposit assessment expense, see Note 20 (Revenue and Expenses) to Financial Statements in the 2025 Annual Report to Shareholders.
Based on assets, we were the fourth largest bank holding company in the United States. At December 31, 2024, Wells Fargo Bank, N.A. was the Company’s principal subsidiary with assets of $1.7 trillion, or 88% of the Company’s assets.
Based on assets, we were the fourth largest bank holding company in the United States. At December 31, 2025, Wells Fargo Bank, N.A. (the Bank) was the Company’s principal subsidiary with assets of $1.8 trillion, or 85% of the Company’s assets.
References in this report to “the Parent” mean the holding company. References to “we,” “our,” “us” or “the Company” mean the holding company and its subsidiaries that are consolidated for financial reporting purposes. At December 31, 2024, we had assets of approximately $1.9 trillion, loans of $912.7 billion, deposits of $1.4 trillion and stockholders’ equity of $179.1 billion.
References in this report to “the Parent” mean the holding company. References to “we,” “our,” “us” or “the Company” mean the holding company and its subsidiaries that are consolidated for financial reporting purposes. At December 31, 2025, we had assets of approximately $2.1 trillion, loans of $986.2 billion, deposits of $1.4 trillion and stockholders’ equity of $181.1 billion.
In October 2024, the CFPB issued a rule pursuant to section 1033 of the Dodd-Frank Act that requires financial service providers to make consumers’ data available upon request to consumers and authorized third parties. The compliance date for the rule is April 1, 2026.
In October 2024, the CFPB issued a rule pursuant to section 1033 of the Dodd-Frank Act that requires financial service providers to make consumers’ data available upon request to consumers and authorized third parties.
As of December 31, 2024, we had four reportable operating segments for management reporting purposes: Consumer Banking and Lending; Commercial Banking; Corporate and Investment Banking; and Wealth and Investment Management. The 2024 Annual Report to Shareholders includes financial information and descriptions of these operating segments.
As of December 31, 2025, we had four reportable operating segments for management reporting purposes: Consumer Banking and Lending; Commercial Banking; Corporate and Investment Banking; and Wealth and Investment Management. The 2025 Annual Report to Shareholders includes financial information and descriptions of these operating segments. 1 We do not control this website.
If Wells Fargo were to fail, it may be resolved in a bankruptcy proceeding or, if certain conditions are met, under the resolution regime created by the Dodd-Frank Act known as the “orderly liquidation authority.” The orderly liquidation authority allows for the appointment of the FDIC as receiver for a systemically important financial institution that is in default or in danger of default if, among other things, the resolution of the institution under the U.S.
If the FRB and FDIC ultimately determine that we have been unable to remedy any deficiencies, they could require us to divest certain assets or operations. 5 If Wells Fargo were to fail, it may be resolved in a bankruptcy proceeding or, if certain conditions are met, under the resolution regime created by the Dodd-Frank Act known as the “orderly liquidation authority.” The orderly liquidation authority allows for the appointment of the FDIC as receiver for a systemically important financial institution that is in default or in danger of default if, among other things, the resolution of the institution under the U.S.
Federal banking regulators have the authority to prohibit the Parent’s subsidiary banks from engaging in unsafe or unsound practices in conducting their businesses. The payment of dividends, depending on the financial condition of the bank in question, could be deemed an unsafe or unsound practice. Similarly, as part of their supervisory authority, regulators may limit or restrict subsidiary capital distributions.
The payment of dividends, depending on the financial condition of the bank in question, could be deemed an unsafe or unsound practice. Similarly, as part of their supervisory authority, regulators may limit or restrict subsidiary capital distributions.
The termination of deposit insurance for one or more of our bank subsidiaries could result in a significant loss of deposits and have a material adverse effect on our liquidity and earnings, depending on the collective size of the particular banks involved. 5 Fiscal and Monetary Policies Our business and earnings are affected significantly by the fiscal and monetary policies of the federal government and its agencies.
The termination of deposit insurance for one or more of our bank subsidiaries could result in a significant loss of deposits and have a material adverse effect on our liquidity and earnings, depending on the collective size of the particular banks involved.
We provide consumer financial products and services including checking and savings accounts, credit and debit cards, and auto, residential mortgage, and small business lending. In addition, we offer financial planning, private banking, investment management, and fiduciary services.
We provide consumer financial products and services including checking and savings accounts, credit and debit cards, and home, auto, personal, and small business lending. In addition, we provide personalized wealth management, brokerage, financial planning, lending, private banking, trust and fiduciary products and services.
Further legislative changes and additional regulations may change our operating environment in substantial and unpredictable ways. Such legislation and regulations could increase our cost of doing business, affect our compensation structure, restrict or expand the activities in which we may engage or affect the competitive balance among banks, savings associations, credit unions, and other financial institutions.
Further legislative changes and additional regulations may change our operating environment in substantial and unpredictable ways. Such legislation and regulations or any change in regulatory expectations could increase our cost of doing business, affect our compensation structure, restrict or expand the activities in which we may engage, or affect our competitive landscape.
Many of these competitors enjoy fewer regulatory constraints and some may have lower cost structures. Securities firms and insurance companies that elect to become financial holding companies may acquire banks and other financial institutions. Combinations of this type could 1 significantly change the competitive environment in which we conduct business.
Securities firms and insurance companies that elect to become financial holding companies may acquire banks and other financial institutions. Combinations of this type could significantly change the competitive environment in which we conduct business.
They are also available for free on the SEC’s website at www.sec.gov 1 . DESCRIPTION OF BUSINESS General We are a leading financial services company that provides a diversified set of banking, investment and mortgage products and services, as well as consumer and commercial finance, to individuals, businesses and institutions, throughout the U.S., and in countries outside the U.S.
DESCRIPTION OF BUSINESS General We are a leading financial services company that provides a diversified set of banking, investment and mortgage products and services, as well as consumer and commercial finance, to individuals, businesses and institutions, primarily in the U.S., as well as in countries outside the U.S.
In particular, the CFPB implements and enforces regulations designed to ensure that consumers receive timely, clear, and accurate disclosures regarding financial products and are protected from unfair, deceptive or abusive practices.
Regulation of Consumer Financial Products Consumer financial products are subject to numerous and, in many cases, highly complex federal and state consumer protection laws and regulations. In particular, the CFPB implements and enforces regulations designed to ensure that consumers receive timely, clear, and accurate disclosures regarding financial products and are protected from unfair, deceptive or abusive practices.
We are particularly affected by the monetary policies of the FRB, which regulates the supply of money and credit in the United States.
Fiscal and Monetary Policies Our business and earnings are affected significantly by the fiscal and monetary policies of the federal government and its agencies. We are particularly affected by the monetary policies of the FRB, which regulates the supply of money and credit in the United States.
Other Regulatory Related Matters The Company is subject to a number of consent orders and other regulatory actions, which may require the Company, among other things, to undertake certain changes to its business, operations, products and services, and risk management practices.
Consent Orders and Other Regulatory Actions The Company is subject to a consent order and other regulatory actions, which may require the Company, among other things, to undertake certain changes to its business, operations, products and services, and risk management practices, and include the following. Federal Reserve Board Consent Order Regarding Governance Oversight and Compliance and Operational Risk Management.
Our other nonbank subsidiaries may be subject to the laws and regulations of the federal government and/or the various states as well as non-U.S. countries in which they conduct business or operate. Parent Bank Holding Company Activities “Financial in Nature” Requirement. We became a financial holding company (FHC) effective March 13, 2000.
Our other nonbank subsidiaries may be subject to the laws and regulations of the federal government and/or the various states as well as non-U.S. countries in which they conduct business or operate.
Federal banking regulators have also imposed a leverage ratio and supplementary leverage ratio on large BHCs, like Wells Fargo, and their insured depository institutions, as well as a liquidity coverage ratio and a net stable funding ratio.
The capital rules, among other things, establish required minimum ratios relating capital to different categories of assets and exposures. Federal banking regulators have also imposed a leverage ratio and supplementary leverage ratio on large BHCs, like Wells Fargo, and their insured depository institutions, as well as a liquidity coverage ratio and a net stable funding ratio.
We want to be recognized as a great company for everyone by maintaining recruitment and career development practices that support our employees and provide an environment that welcomes people from different backgrounds and with different experiences. 1 We do not control this website.
Wells Fargo continues to invest in our employees by offering market-competitive compensation, career-development opportunities, a broad array of benefits, and strong work-life programs. We want to be recognized as a great company for everyone by maintaining recruitment and career development practices that support our employees and provide an environment that welcomes people from different backgrounds and with different experiences.
The rule will require the Company to update its technology systems, compliance, third-party risk management programs, and digital channels. Given the rule’s requirement to share customer information with authorized third parties, some of whom could be non-financial institutions, the rule could result in increased fraud, data misuse, and competition.
Given the rule’s requirement to share customer information with authorized third parties, some of whom could be non-financial institutions, the rule could result in increased fraud, data misuse, and competition. In October 2025, a federal court stayed the rule’s compliance deadline pending the CFPB’s reassessment of the rule.
A significant source of funds to pay dividends on our common and preferred stock and principal and interest on our debt is dividends from the Parent’s subsidiaries. Various federal and state statutory provisions and regulations limit the amount of dividends the Parent’s subsidiary banks and certain other subsidiaries may pay without regulatory approval.
Dividend and Share Repurchase Restrictions The Parent is a legal entity separate and distinct from its subsidiary banks and other subsidiaries. A significant source of funds to pay dividends on our common and preferred stock and principal and interest on our debt is dividends from the Parent’s subsidiaries.
We believe that when our employees feel properly supported, engaged, and confident in their skills, they are more effective and can provide an even better customer experience. During 2024, we invested approximately $200 million in a variety of employee learning and development programs, including functional training, required risk and regulatory compliance, leadership and professional development, and early talent development programs.
We believe that when our employees feel properly supported, engaged, and confident in their skills, they are more effective and can provide an even better customer experience.
The financial services industry is also becoming more competitive as further technological advances enable more companies to provide financial products and services, including electronic and internet-based financial solutions such as electronic securities trading, lending and payment solutions, as well as digital currencies and alternative payment methods.
The financial services industry is also becoming more competitive as further technological advances and the expansion of a digital economy have enabled non-depository institutions to offer products and services traditionally offered by banks and have enabled financial institutions, technology companies, and others to deliver electronic and internet-based financial solutions, including electronic securities trading, lending, savings, and payment solutions.
If either the FRB or the OCC determines that our recovery plan is deficient, they may impose fines, restrictions on our business or ultimately require us to divest assets. Dividend and Share Repurchase Restrictions The Parent is a legal entity separate and distinct from its subsidiary banks and other subsidiaries.
If either the FRB or the OCC determines that our recovery plan is deficient, they may impose fines, restrictions on our business or ultimately require us to divest assets. In October 2025, the OCC proposed a rule that would rescind their recovery planning guidelines.
Our global workforce was 51% female and 49% male, and our U.S. workforce was 54% female and 46% male. Our U.S. workforce was 51% white, 48% racially/ethnically diverse, and 1% undeclared. Compensation and benefits. Wells Fargo's compensation program is linked to performance management and is designed to promote prudent risk management and reinforce its culture and operating standards.
Wells Fargo's compensation program is linked to performance management and is designed to promote prudent risk management and reinforce its culture and operating standards.
Wells Fargo has provided this link for your convenience, but does not endorse and is not responsible for the content, links, privacy policy, or security policy of this website. At December 31, 2024, we had approximately 217,000 active employees, with approximately 77% of employees based in the United States.
Wells Fargo has provided this link for your convenience, but does not endorse and is not responsible for the content, links, privacy policy, or security policy of this website. Human Capital Our people are what set Wells Fargo apart and are critical to our success.
For example, employees in certain non-customer-facing roles have flexibility to work up to two days a week remotely, and are expected to spend a minimum of three days a week in the office. Expectations for other roles, including customer-facing, operations, contact center, and non-U.S. based employees, vary by business need. Competition The financial services industry is highly competitive.
Wells Fargo offers many benefits, programs, and work arrangements intended to provide employees with flexibility and work-life balance. For example, employees in certain non-customer-facing roles continue to have flexibility to work up to two days a week remotely, and are expected to spend a minimum of three days a week in the office.
We also provide financial solutions to businesses through products and services including traditional commercial loans and lines of credit, letters of credit, asset-based lending and leasing, trade financing, treasury management, and investment banking services. Our website address is www.wellsfargo.com.
We also provide a suite of capital markets, banking and financial products and services to corporate, commercial real estate, government and institutional clients through 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. Our website address is www.wellsfargo.com.
As a registered swap dealer and a conditionally-registered security-based swap dealer, Wells Fargo Bank, N.A., is subject to these rules. Regulatory Developments Related to Climate Change and Sustainability Federal, state, and non-U.S. governments and government agencies have demonstrated increased attention to the impacts and potential risks associated with climate change and sustainability-related activities.
As a registered swap dealer and a conditionally-registered security-based swap dealer, Wells Fargo Bank, N.A., is subject to these rules.
These technological advances may diminish the importance of depository institutions and other financial intermediaries in the transfer of funds between parties. REGULATION AND SUPERVISION The U.S. financial services industry is subject to significant regulation and regulatory oversight initiatives.
These advances, together with an evolving regulatory environment, could shape the pace and scale at which these innovations are adopted and, in turn, impact our competitive landscape. REGULATION AND SUPERVISION The U.S. financial services industry is subject to significant regulation and regulatory oversight initiatives.
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Human Capital Our people are what set Wells Fargo apart and are critical to our success. Wells Fargo continues to invest in our employees by offering market-competitive compensation, career-development opportunities, a broad array of benefits, and strong work-life programs.
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They are also available for free on the SEC’s website at www.sec.gov 1 .
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In addition, we provided tuition reimbursement for approximately 2,600 employees in 2024. Work-life programs. Wells Fargo offers many benefits, programs, and work arrangements intended to provide employees with flexibility and work-life balance.
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We also provide financial solutions to private, family owned and public companies through products and services including banking and credit products across multiple industry sectors and municipalities, secured lending and lease products, and treasury management.
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The capital rules implement Basel III risk-based capital requirements for U.S. banking organizations and, among other things, establish required minimum ratios relating capital to different categories of assets and exposures.
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At December 31, 2025, we had approximately 205,000 active employees, with approximately 76% based in the United States. Our global workforce was 50% female and 50% male. In the U.S., 50% of our workforce identified as white, 49% identified as other races/ethnicities, and 1% did not declare. Compensation and benefits.
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If the FRB and FDIC ultimately determine that we have been unable to remedy any deficiencies, they could require us to divest certain assets or operations. On June 21, 2024, the FRB and FDIC announced that the Company’s most recent resolution plan did not have any shortcomings or deficiencies.
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During 2025, we invested approximately $200 million in a variety of employee learning and development programs, including functional training, required risk and regulatory compliance training, leadership and professional development, and early talent development programs. Additionally, we provide tuition reimbursement to eligible employees. Work-life programs.
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Regulation of Consumer Financial Products Consumer financial products are subject to numerous and, in many cases, highly complex federal and state consumer protection laws and regulations, as well as enhanced regulatory scrutiny and expectations.
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Expectations for other roles, including customer-facing, operations, contact center, and non-U.S. based employees, vary by business need. 2 Competition The financial services industry is highly competitive. Our subsidiaries compete with financial services providers such as banks, savings and loan associations, credit unions, finance companies, mortgage banking companies, insurance companies, investment banks, investment advisory firms, and mutual fund companies.
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For example, federal banking regulators are reviewing the implications of climate change on the financial stability of the United States and have issued guidance on the identification and management by large banks of climate-related financial risks.
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Additionally, digital assets and alternative payment methods, such as cryptocurrencies, stablecoins, and tokens, as well as distributed ledger-based payment, clearing, and settlement processes have the potential to reduce reliance on traditional depository institutions and other financial intermediaries, could lead to a reduction in deposits at banks, and could lead to changes in how financial services are accessed, offered, and delivered.
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In addition, the SEC adopted final rules, which have been voluntarily stayed pending legal proceedings, requiring public companies to disclose certain climate-related information, including climate-related risks and impacts, certain greenhouse gas emissions, climate-related targets and goals, and governance of climate-related risks and relevant risk management processes.
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On February 2, 2018, the Company entered into a consent order with the FRB requiring the Company’s Board of Directors (Board) to further enhance the Board’s governance and oversight of the Company, and the Company to further improve the Company’s compliance and operational risk management program.
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Similarly, California finalized climate-related disclosure laws, while multiple other states have proposed or adopted laws and guidance with requirements for, or restrictions on, sustainability-related initiatives or disclosures.
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On June 3, 2025, the Company confirmed that the FRB had removed the Company’s limitation on growth in total assets imposed in 3 the consent order. The remaining provisions of the consent order are still in place. Formal Agreement with the OCC Regarding Anti-Money Laundering and Sanctions Risk Management Practices.
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Additionally, the European Union finalized its Corporate Sustainability Reporting Directive (CSRD) requiring companies to assess climate risks, opportunities, and impacts as well as disclose certain climate-related information, and also finalized its Corporate Sustainability Due Diligence Directive (CSDDD) requiring companies to adopt and implement a transition plan for climate change mitigation.
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On September 12, 2024, the Company announced that Wells Fargo Bank, N.A. entered into a formal agreement with the OCC requiring the bank to enhance its anti-money laundering and sanctions risk management practices. Parent Bank Holding Company Activities “Financial in Nature” Requirement. We became a financial holding company (FHC) effective March 13, 2000.
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The approaches taken by various governments and government agencies can vary significantly, evolve over time, and sometimes conflict.
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Various federal and state statutory provisions and regulations limit the amount of dividends the Parent’s subsidiary banks and certain other subsidiaries may pay without regulatory approval. Federal banking regulators have the authority to prohibit the Parent’s subsidiary banks from engaging in unsafe or unsound practices in conducting their businesses.
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Any current or future rules, regulations, and guidance related to climate change and its impacts could require us to change certain of our business practices or strategies, reduce our revenue and earnings, impose additional costs on us, subject us to legal or regulatory proceedings, or otherwise adversely affect our business operations and/or competitive position.
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For a discussion of certain consent orders and other regulatory actions applicable to the Company, see the “Overview” section in the 2024 Annual Report to Shareholders.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeITEM 1A. RISK FACTORS Information in response to this Item 1A can be found in this report under Item 1 and in the 2024 Annual Report to Shareholders under “Financial Review – Risk Factors.” That information is incorporated into this item by reference.
Biggest changeITEM 1A. RISK FACTORS Information in response to this Item 1A can be found in this report under Item 1 and in the 2025 Annual Report to Shareholders under “Financial Review – Risk Factors.” That information is incorporated into this item by reference.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeITEM 1C. CYBERSECURITY Information in response to this Item 1C can be found in the 2024 Annual Report to Shareholders under “Financial Review – Risk Management – Operational Risk Management.” That information is incorporated into this item by reference. 7
Biggest changeITEM 1C. CYBERSECURITY Information in response to this Item 1C can be found in the 2025 Annual Report to Shareholders under “Financial Review – Risk Management – Operational Risk Management.” That information is incorporated into this item by reference. 8

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeLouis, MO-IL 1.9 Dallas-Fort Worth-Arlington, TX 1.8 Des Moines-West Des Moines, IA 1.6 San Antonio-New Braunfels, TX 1.1 Washington-Arlington-Alexandria, DC-VA-MD-WV 1.1 All other U.S. locations 28.3 Total United States 55.1 Top International locations: India 4.3 Philippines 1.3 United Kingdom 0.2 All other international locations 0.4 Total International 6.2 Total square footage of property occupied for business operations (1) 61.3 (1) In addition to the total square footage of property occupied, Wells Fargo held 4.4 million square feet of real estate as of December 31, 2024, that was vacant pending disposition, leased to retail tenants or leased-to-term by third-party office tenants.
Biggest changeLouis, MO-IL 1.9 Des Moines-West Des Moines, IA 1.6 Washington-Arlington-Alexandria, DC-VA-MD-WV 1.1 Philadelphia-Camden-Wilmington, PA-NJ-DE-MD 1.1 All other U.S. locations 26.6 Total United States 52.8 Top International locations: India 4.3 Philippines 1.3 United Kingdom 0.2 All other international locations 0.3 Total International 6.1 Total square footage of property occupied for business operations (1) 58.9 (1) In addition to the total square footage of property occupied, Wells Fargo held 5.8 million square feet of real estate as of December 31, 2025, that was vacant pending disposition, leased to retail tenants or leased-to-term by third-party office tenants.
As of December 31, 2024, we provided a diversified set of banking, investment and mortgage products and services, as well as consumer and commercial finance, through banking locations and offices. The locations and offices occupied by the Company are used across all of our reportable operating segments and for corporate purposes.
As of December 31, 2025, we provided a diversified set of banking, investment and mortgage products and services, as well as consumer and commercial finance, through banking locations and offices. The locations and offices occupied by the Company are used across all of our reportable operating segments and for corporate purposes.
ITEM 2. PROPERTIES December 31, 2024 Approximate square footage (in millions) We occupy properties in: Top U.S. locations: Charlotte-Concord-Gastonia, NC-SC 5.7 Minneapolis-St. Paul-Bloomington, MN-WI 3.0 New York-Newark-Jersey City, NY-NJ-PA 2.8 Los Angeles-Long Beach-Anaheim, CA 2.7 Phoenix-Mesa-Chandler, AZ 2.5 San Francisco-Oakland-Berkeley, CA metro area (including corporate headquarters in San Francisco) 2.4 St.
ITEM 2. PROPERTIES December 31, 2025 Approximate square footage (in millions) We occupy properties in: Top U.S. locations: Charlotte-Concord-Gastonia, NC-SC 5.3 Minneapolis-St. Paul-Bloomington, MN-WI 2.9 New York-Newark-Jersey City, NY-NJ-PA 2.7 Los Angeles-Long Beach-Anaheim, CA 2.6 Phoenix-Mesa-Chandler, AZ 2.5 Dallas-Fort Worth-Arlington, TX 2.3 San Francisco-Oakland-Berkeley, CA metro area (including corporate headquarters in San Francisco) 2.1 St.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeITEM 3. LEGAL PROCEEDINGS Information in response to this Item 3 can be found in the 2024 Annual Report to Shareholders under “Financial Statements – Notes to Financial Statements – Note 13 (Legal Actions).” That information is incorporated into this item by reference.
Biggest changeITEM 3. LEGAL PROCEEDINGS Information in response to this Item 3 can be found in the 2025 Annual Report to Shareholders under “Financial Statements – Notes to Financial Statements – Note 12 (Legal Actions).” That information is incorporated into this item by reference.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeCalendar month Total number of shares repurchased (1) Weighted average price paid per share Approximate dollar value of shares that may yet be repurchased under the authorization (in millions) October 31,060,091 $ 64.39 $ 9,274 November 20,027,179 74.90 7,774 December 6,745,094 74.13 7,274 Total 57,832,364 (1) All shares were repurchased under an authorization covering up to $30 billion of common stock approved by the Board of Directors and publicly announced by the Company on July 25, 2023.
Biggest changeCalendar month Total number of shares repurchased (1) Weighted average price paid per share Approximate dollar value of shares that may yet be repurchased under the authorization (in millions) October 26,400,000 $ 85.75 32,494 November 31,815,637 86.00 29,758 December — — 29,758 Total 58,215,637 (1) All shares were repurchased under an authorization covering up to $40 billion of common stock approved by the Board of Directors and publicly announced by the Company on April 29, 2025.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES MARKET INFORMATION The Company’s common stock is listed on the NYSE (symbol “WFC”). The “Stock Performance” section of the 2024 Annual Report to Shareholders provides stockholder return comparisons and is incorporated herein by reference.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES MARKET INFORMATION The Company’s common stock is listed on the NYSE (symbol “WFC”). The “Stock Performance” section of the 2025 Annual Report to Shareholders provides stockholder return comparisons and is incorporated herein by reference.
REPURCHASES OF EQUITY SECURITIES The information in the “Capital Management – Securities Repurchases” section in the 2024 Annual Report to Shareholders is incorporated into this item by reference. The following table shows Company repurchases of its common stock for each calendar month in the quarter ended December 31, 2024.
REPURCHASES OF EQUITY SECURITIES The information in the “Capital Management – Securities Repurchases” section in the 2025 Annual Report to Shareholders is incorporated into this item by reference. The following table shows Company repurchases of its common stock for each calendar month in the quarter ended December 31, 2025.
DIVIDENDS The dividend restrictions discussions in the “Regulation and Supervision – Dividend and Share Repurchase Restrictions” section under Item 1 of this report and in the 2024 Annual Report to Shareholders under “Financial Statements – Notes to Financial Statements – Note 26 (Regulatory Capital Requirements and Other Restrictions)” are incorporated into this item by reference.
DIVIDENDS The dividend restrictions discussions in the “Regulation and Supervision – Dividend and Share Repurchase Restrictions” section under Item 1 of this report and in the 2025 Annual Report to Shareholders under “Financial Statements – Notes to Financial Statements – Note 25 (Regulatory Capital Requirements and Other Restrictions)” are incorporated into this item by reference.
At February 14, 2025, there were 197,936 holders of record of the Company’s common stock.
At February 13, 2026, there were 155,031 holders of record of the Company’s common stock.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Information in response to this Item 7 can be found in the 2024 Annual Report to Shareholders under “Financial Review.” That information is incorporated into this item by reference.
Biggest changeITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Information in response to this Item 7 can be found in the 2025 Annual Report to Shareholders under “Financial Review.” That information is incorporated into this item by reference.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Information in response to this Item 7A can be found in the 2024 Annual Report to Shareholders under “Financial Review – Risk Management – Asset/Liability Management.” That information is incorporated into this item by reference.
Biggest changeITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Information in response to this Item 7A can be found in the 2025 Annual Report to Shareholders under “Financial Review – Risk Management – Asset/Liability Management.” That information is incorporated into this item by reference.

Other WFC 10-K year-over-year comparisons