Welcome to our dedicated page for WELLS FARGO & COMPANY/MN SEC filings (Ticker: WFCNP), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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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%.
Wells Fargo & Company filed a current report to document the issuance of four tranches of Medium-Term Notes, Series Y, under its existing shelf Registration Statement on Form S-3. On January 23, 2026, the company issued $500,000,000 of Senior Redeemable Floating Rate Notes due January 23, 2030, $2,000,000,000 of Senior Redeemable Fixed-to-Floating Rate Notes due January 23, 2030, $3,500,000,000 of Senior Redeemable Fixed-to-Floating Rate Notes due January 23, 2037, and $2,000,000,000 of Senior Redeemable Fixed-to-Floating Rate Notes due January 23, 2047. The filing primarily serves to place on record the forms of the Notes and a legal opinion from Faegre Drinker Biddle & Reath LLP regarding the validity of these securities, along with the related consent and technical exhibit materials.
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.
Wells Fargo & Company director Ronald Sargent reported changes in his ownership of the bank’s securities. On 01/01/2026, he acquired 429.1845 Phantom Stock Units, each representing the right to receive one share of Wells Fargo common stock as part of deferred compensation, payable in a lump sum or installments based on his election. The filing also shows a disposition of 81 shares of Wells Fargo common stock.
After these transactions, Sargent beneficially owned 18,050 shares of common stock indirectly through a revocable trust and 69,351.5238 Phantom Stock Units directly, which include dividend equivalents that have been reinvested in additional Phantom Stock Units.
Wells Fargo & Company director reports additional stock-based compensation. Director Wayne M. Hewett acquired 181.0622 phantom stock units tied to Wells Fargo common stock on 01/01/2026. The units are shown with a derivative security price of $93.2 and are held as deferred compensation, payable in a lump sum or installments based on the director’s election.
Each phantom stock unit represents the right to receive one share of Wells Fargo common stock, and the total direct beneficial ownership after this transaction is 40,707.6522 phantom stock units. This total includes dividend equivalents that were reinvested into additional phantom stock units over time.
Wells Fargo & Company director Steven D. Black reported routine changes in his equity-linked holdings. On 01/01/2026, he acquired 965.6653 Phantom Stock Units, each representing the right to receive one share of Wells Fargo common stock. The units are tied to deferred compensation that can be paid in a lump sum or installments based on the director’s election, and the holding total now stands at 55,250.0604 Phantom Stock Units. The filing notes that his common stock position includes shares acquired through a dividend reinvestment program, reflecting ongoing automatic reinvestment rather than open‑market trading.
Wells Fargo & Company (WFC) senior executive Saul Van Beurden reported insider equity transactions involving company common stock and restricted share rights. On 12/05/2025, 1,412.3596 restricted share rights were exercised into common stock at $0, increasing his direct holdings. On the same date, 1,412.3596 shares of common stock were withheld at $90.21 per share to cover FICA taxes arising from his retirement eligibility.
After these transactions, Van Beurden directly held 188,474.1725 shares of Wells Fargo common stock, with additional indirect holdings through a 401(k) plan and accounts for three children. He also held 39,004.2926 restricted share rights, which vest in three equal installments on 2/5/2026, 2/5/2027, and 2/5/2028, subject to a stock ownership policy requiring him to maintain specified share levels while employed and for one year after retirement.
Wells Fargo & Company (WFC) reported insider equity activity by Senior Executive Vice President Barry Sommers. On December 5, 2025, multiple batches of Restricted Share Rights (RSRs) converted into common stock at an exercise price of $0, increasing his direct holdings before tax effects. In connection with Mr. Sommers becoming retirement eligible, Wells Fargo withheld shares to cover FICA taxes, disposing of shares at a price of $90.21 per share.
After these transactions, Mr. Sommers directly held 153,374.8728 shares of Wells Fargo common stock and indirectly held 888.37 share equivalents through the Wells Fargo ESOP Fund under the company 401(k) Plan as of November 28, 2025. The RSR grants vest in three annual installments for each award, and the reporting person is subject to a stock ownership policy that requires holding company shares while employed and for one year after retirement.
Wells Fargo & Company Chairman and CEO Charles W. Scharf reported routine equity transactions involving restricted share rights and related tax withholding. On 12/05/2025, 3,553.0572 restricted share rights were converted into common stock at an exercise price of $0, increasing his directly held common stock before withholding. The same 3,553.0572 shares were then withheld and disposed of at $90.21 per share to cover FICA taxes tied to his retirement eligibility, leaving him with 1,056,234.1683 shares of common stock held directly.
He also reports indirect holdings of 416.49 share equivalents through the Wells Fargo 401(k) Plan and 103 shares held through a trust. The filing notes that each restricted share right represents one share of common stock and that the broader award vests in three installments on 2/5/2026, 2/5/2027, and 2/5/2028, subject to the company’s stock ownership policy.
Wells Fargo & Company (WFC) executive Scott E. Powell, SEVP & Chief Operating Officer, reported equity award activity and tax withholding in a Form 4. On 12/05/2025, 1,574.7548 Restricted Share Rights were converted into the same number of shares of common stock at an exercise price of $0. On the same date, 1,574.7548 shares were withheld at $90.21 per share to cover FICA taxes related to his becoming retirement eligible.
After these transactions, Powell directly beneficially owned 319,142.0498 shares of Wells Fargo common stock and held an additional 4,783.3 share equivalents indirectly through the company 401(k) Plan as of November 28, 2025. He also held 43,489.1332 Restricted Share Rights, which vest in three annual installments on 02/05/2026, 02/05/2027, and 02/05/2028.