Wells Fargo (NYSE: WFC) lifts CEO pay to $40M after regulatory and profit gains

Rhea-AI Filing Summary

Wells Fargo & Company disclosed that its independent directors approved total 2025 compensation of $40 million for Chairman and CEO Charles W. Scharf. The board’s decision followed a “rigorous and holistic” review of company and individual performance across financial and non‑financial measures.

The board highlighted major regulatory progress in 2025, including closing 7 regulatory consent orders and the Federal Reserve’s removal of Wells Fargo’s asset cap, alongside enhancements to risk and control infrastructure. Financially, net income rose to $21.3 billion, diluted EPS grew 17%, fee-based revenue increased 5%, and return on equity improved to 12.4% from 11.4% in 2024.

The company returned about $23 billion of capital to shareholders in 2025, including $18 billion of share repurchases and a 13% increase in the quarterly common dividend per share. Mr. Scharf’s package includes a $2.5 million base salary and $37.5 million in variable compensation, split between $9.375 million in cash and $28.125 million in long-term equity awards, 65% as performance shares and 35% as restricted share rights. Wells Fargo also set a new medium‑term return on average tangible common equity target of 17–18%.

Positive

• Regulatory overhang eased: The company reports closing 7 regulatory consent orders and the Federal Reserve’s removal of its asset cap, alongside strengthened risk and control infrastructure.
• Improved profitability and shareholder returns: Net income reached $21.3 billion, diluted EPS grew 17%, ROE improved to 12.4%, and about $23 billion was returned to shareholders, including $18 billion in buybacks and a 13% dividend increase.
• Higher return target: Wells Fargo established a new medium-term return on average tangible common equity goal of 17–18%, indicating a focus on stronger long-term profitability.

Negative

• None.

Insights

Bank regulatory and compensation analyst

Major regulatory relief and stronger returns underpin a sizable pay award for Wells Fargo’s CEO.

Wells Fargo ties CEO Charles Scharf’s $40 million 2025 compensation to clear improvements in both regulatory standing and profitability. The company reports closure of 7 consent orders and removal of the Federal Reserve asset cap, which has constrained balance sheet growth for years.

Operationally, the bank cites net income of $21.3 billion, diluted EPS up 17%, fee-based revenue up 5%, and ROE rising to 12.4% from 11.4%. It also returned about $23 billion to shareholders, including $18 billion in buybacks and a 13% dividend increase, while maintaining “strong capital levels.”

The new medium-term ROTCE target of 17–18% signals an ambition for higher profitability, supported by cited gains in account growth, deposits, loans, and market share. The long-term equity-heavy design of the package ($28.125 million, mostly performance shares) links a substantial portion of CEO pay to sustaining those improvements over time.

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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 27, 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: 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 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.

Wells Fargo & Company (the “Company”) announced that the independent members of the Board of Directors (the “Board”), based upon the recommendation of the Board’s Human Resources Committee (the “HRC”), approved Chairman and CEO Charles W. Scharf’s total compensation of $40 million for performance year 2025.

The HRC evaluated and determined its recommendation to the Board following a rigorous and holistic assessment of Company and individual performance on both financial and non-financial criteria.

In reaching this decision, the Board noted Mr. Scharf’s strong leadership during 2025 in:

•Reaching key regulatory milestones, including closing 7 regulatory consent orders, the removal of the asset cap by the Federal Reserve, and enhancing our risk and control infrastructure

•Improving financial performance with net income increasing to $21.3 billion and diluted earnings per share growing 17% from a year ago

•Growing revenue with fee-based revenue up 5% from a year ago with increases in both our consumer and commercial businesses

•Maintaining a disciplined approach to managing expenses while continuing to make strategic investments in technology, products, and talent to grow our businesses

•Maintaining strong capital levels while returning approximately $23 billion of capital to shareholders, including increasing our quarterly common stock dividend per share by 13% and repurchasing $18 billion of common stock

•Increasing return on equity (ROE) to 12.4% in 2025, up from 11.4% in 2024

•Beginning to realize the benefits from a multi-year investment strategy with stronger new account growth, higher deposit and loan balances, increased market share across many of our businesses, and positioning the company for stronger growth and improved returns moving forward

•Continuing to build and develop a strong senior leadership team

•Establishing a new medium-term return on average tangible common equity (ROTCE) target of 17-18%

Mr. Scharf’s compensation consists of a base salary of $2.5 million and total variable compensation of $37.5 million, which is comprised of $9.375 million in cash and $28.125 million in long-term equity, including 65% in Performance Share awards (PSAs) and 35% in Restricted Share Rights awards (RSRs).

Additional important information about the HRC’s oversight of the Company’s governance and executive compensation philosophy, policies, and practices for Mr. Scharf and the other named executive officers will be presented in our proxy statement for the 2026 shareholder meeting, to be filed with the Securities and Exchange Commission.

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 29, 2026			WELLS FARGO & COMPANY
						By:			/s/ JANET McGINNESS
									Janet McGinness
									Senior Vice President and Secretary

FAQ

What 2025 compensation did Wells Fargo (WFC) approve for CEO Charles Scharf?

Wells Fargo approved total 2025 compensation of $40 million for CEO Charles Scharf. This includes a $2.5 million base salary and $37.5 million of variable pay, split between $9.375 million in cash and $28.125 million in long-term equity awards tied to performance and retention.

How did Wells Fargo (WFC) perform financially in 2025 according to this 8-K?

Wells Fargo reported 2025 net income of $21.3 billion with diluted EPS up 17%. The company also noted 5% growth in fee-based revenue, stronger deposit and loan balances, and an increase in return on equity to 12.4% from 11.4% in 2024.

What regulatory milestones did Wells Fargo (WFC) highlight for 2025?

Wells Fargo highlighted closing 7 regulatory consent orders and removal of its Federal Reserve asset cap. The company also emphasized enhancements to its risk and control infrastructure as part of broader regulatory progress cited in evaluating CEO performance for 2025 compensation.

How much capital did Wells Fargo (WFC) return to shareholders in 2025?

Wells Fargo returned approximately $23 billion of capital to shareholders in 2025. This included repurchasing $18 billion of common stock and increasing the quarterly common stock dividend per share by 13%, while stating it maintained strong capital levels during the year.

What is Wells Fargo’s new medium-term ROTCE target mentioned in the filing?

Wells Fargo set a new medium-term return on average tangible common equity target of 17–18%. The company links this ambition to benefits from a multi-year investment strategy, including stronger new account growth, higher deposits and loans, and increased market share across many businesses.

How is CEO Charles Scharf’s 2025 compensation structured at Wells Fargo (WFC)?

Charles Scharf’s 2025 pay combines salary, cash bonus, and long-term equity. He receives a $2.5 million base salary, $9.375 million in cash variable compensation, and $28.125 million in equity, split 65% into Performance Share Awards and 35% into Restricted Share Rights.