Proposed derivative settlement notice at Wells Fargo (NYSE: WFC)

Rhea-AI Filing Summary

Wells Fargo & Company filed a current report to distribute a court-ordered notice about a proposed settlement of a shareholder derivative action. A U.S. District Court in the Northern District of California issued an order on January 13, 2026 granting preliminary approval of the settlement and directing that the Notice of Pendency and Proposed Settlement of Derivative Action be provided.

The notice, filed as Exhibit 99.1, concerns shareholder derivative litigation related to the company’s home mortgage lending practices and its diversity-related hiring practices. This filing itself does not describe settlement terms, financial impact, or governance changes, but formally makes the court-directed notice available to investors and the public.

Insights

Securities litigation and governance analyst

Wells Fargo circulates court-ordered notice of a preliminarily approved derivative settlement.

Wells Fargo & Company is providing a Notice of Pendency and Proposed Settlement of Derivative Action after a U.S. District Court in the Northern District of California granted preliminary approval of the settlement on January 13, 2026. The notice, filed as Exhibit 99.1, relates to shareholder derivative litigation tied to the company’s home mortgage lending practices and hiring practices related to diversity.

Derivative cases are brought on behalf of the company, typically alleging that officers or directors harmed the firm, and settlements often focus on governance or oversight measures rather than large cash payments. Because this excerpt does not outline monetary terms or specific reforms, the immediate financial impact is not clear from this text alone.

Investors and stakeholders may look to the full notice in Exhibit 99.1 and subsequent court approvals to understand any agreed governance changes, practice enhancements, or financial components that accompany this proposed settlement, as well as the timing of final court approval following the preliminary order on January 13, 2026.

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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 13, 2026

WELLS FARGO & COMPANY

(Exact name of registrant as specified in its charter)

Delaware

001-02979

No.

41-0449260

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer 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

    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 on Which Registered
Common Stock, par value $1-2/3			WFC			New York Stock Exchange (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.

Pursuant to the Order Granting Unopposed Motion for Preliminary Approval of Settlement issued by the United States District Court for the Northern District of California, dated

January 13, 2026, Wells Fargo & Company (the “Company”) is hereby providing the Notice of Pendency and Proposed Settlement of Derivative Action (the “Notice”) as Exhibit 99.1 to this report. The Notice relates to the proposed settlement of shareholder derivative litigation related to the Company’s home mortgage lending practices and to the Company’s hiring practices related to diversity.

Item 9.01.    Financial Statements and Exhibits.

(d)    Exhibits

Exhibit No.			Description			Location
99.1			Notice of Pendency and Proposed Settlement of Derivative Action.			Filed herewith.
104			Cover Page Interactive Data File.			Embedded within the Inline XBRL document.

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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 22, 2026			WELLS FARGO & COMPANY
						By:			/s/ EMMA M. BAILEY
									Emma M. Bailey
									Executive Vice President and Deputy General Counsel

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FAQ

What did Wells Fargo (WFC) disclose in this 8-K filing?

Wells Fargo disclosed that the U.S. District Court for the Northern District of California granted preliminary approval of a proposed settlement of a shareholder derivative action and directed the company to provide a Notice of Pendency and Proposed Settlement of Derivative Action, which it filed as Exhibit 99.1.

What is the shareholder derivative action involving Wells Fargo (WFC) about?

The shareholder derivative litigation relates to Wells Fargo’s home mortgage lending practices and its hiring practices related to diversity, as described in the notice referenced in the filing.

What role does the January 13, 2026 court order play for Wells Fargo (WFC)?

On January 13, 2026, the U.S. District Court for the Northern District of California issued an Order Granting Unopposed Motion for Preliminary Approval of Settlement and directed Wells Fargo to provide the related notice, prompting this 8-K.

Where can investors find details of the proposed settlement for Wells Fargo (WFC)?

Details are contained in the Notice of Pendency and Proposed Settlement of Derivative Action, which Wells Fargo filed as Exhibit 99.1 to this report.

Does this Wells Fargo (WFC) filing describe financial terms of the settlement?

This excerpt does not describe any specific financial terms or governance changes; it states that Wells Fargo is providing the notice of a proposed settlement as ordered by the court.

Who signed the Wells Fargo (WFC) 8-K related to the derivative settlement notice?

The report was signed on behalf of Wells Fargo & Company by Emma M. Bailey, Executive Vice President and Deputy General Counsel.