Wells Fargo & Company current report on Form 10-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 12, 2024

WELLS FARGO & COMPANY

(Exact name of registrant as specified in its charter)

420 Montgomery Street, San Francisco, California 94104 (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: 1-866-249-3302

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:

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 12, 2024, Wells Fargo & Company (the "Company") issued a news release regarding its results of operations and financial condition for the quarter ended December 31, 2023, and posted on its website its 4Q23 Quarterly Supplement, which contains certain additional information about the Company's financial results for the quarter ended December 31, 2023. The news release is included as Exhibit 99.1 and the 4Q23 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 12, 2024, the Company intends to host a live conference call that will also be available by webcast to discuss the Company's fourth quarter 2023 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 "2024 net interest income considerations" 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.

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.

By: /s/ MUNEERA S. CARR

Muneera S. Carr

Executive Vice President,

Chief Accounting Officer and

Controller

Exhibit 99.1

News Release | January 12, 2024

Wells Fargo Reports Fourth Quarter 2023 Net Income of $3.4 billion, or $0.86 per Diluted Share

Full Year 2023 Net Income of $19.1 billion, or $4.83 per Diluted Share

Capital

◦ Repurchased 51.7 million shares, or $2.4 billion, of common stock in fourth quarter 2023

Fourth quarter 2023 results included:

• $(1.9) billion, or ($0.40) per share, of expense from an FDIC special assessment
• $(969) million, or ($0.20) per share, of severance expense for planned actions
• $621 million or $0.17 per share, of discrete tax benefits related to the resolution of prior period tax matters

Chief Executive Officer Charlie Scharf commented, "Although our improved 2023 results benefited from the strong economic environment and higher interest rates, our continued focus on efficiency and strong credit discipline were important contributors as well."

"We continue to execute on our strategic priorities and while it is early and we have more to do, we are starting to see improved growth and increased market share in parts of the company which we believe will drive higher returns over time. For example, our new credit card products have driven an increase in consumer spend at a rate significantly better than the industry average. We have also been investing in the Corporate and Investment Bank where revenue grew 26% from a year ago and our investment banking and trading market shares increased. The positive results in both areas were accomplished while maintaining our existing risk appetite," Scharf continued.

"Additionally, continued execution of our more focused home lending strategy should also produce higher returns and earnings over the next several years. And while our Consumer, Small and Business Banking, Commercial Banking, and Wealth and Investment Management businesses remain strong, opportunities to increase share are significant," Scharf added.

"As we look forward, our business performance remains sensitive to interest rates and the health of the U.S. economy, but we are confident that the actions we are taking will drive stronger returns over the cycle. We are closely monitoring credit and while we see modest deterioration, it remains consistent with our expectations. Our capital position remains strong and returning excess capital to shareholders remains a priority," Scharf continued.

"I want to thank everyone who works at Wells Fargo for their dedication, talent, and all they do to move our company forward." Scharf concluded.

1. Includes provision for credit losses for loans, debt securities, and other financial assets.
2. Represents our Common Equity Tier 1 (CET1) ratio calculated under the Standardized Approach, which is our binding CET1 ratio. See tables on pages 27-28 of the 4Q23 Quarterly Supplement for more information on CET1. CET1 for December 31, 2023, is a preliminary estimate.
3. Retuon equity (ROE) represents Wells Fargo net income applicable to common stock divided by average common stockholders' equity.
4. Tangible common equity and retuon average tangible common equity (ROTCE) are non-GAAP financial measures. For additional information, including a corresponding reconciliation to GAAP financial measures, see the "Tangible Common Equity" tables on pages 25-26 of the 4Q23 Quarterly Supplement.

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, 2023, 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

NM - Not meaningful

1. Includes provision for credit losses for loans, debt securities, and other financial assets.
2. Tangible common equity and retuon average tangible common equity are non-GAAP financial measures. For additional information, including a corresponding reconciliation to GAAP financial measures, see the "Tangible Common Equity" tables on pages 25-26 of the 4Q23 Quarterly Supplement.
3. The efficiency ratio is noninterest expense divided by total revenue (net interest income and noninterest income).

Fourth Quarter 2023 vs. Fourth Quarter 2022

• Net interest income decreased5%, due to lower deposit and loan balances, partially offset by the impact of higher interest rates
• Noninterest income increased 17%, driven by improved results in our affiliated venture capital business on lower impairments, higher trading revenue in our Markets business, higher investment banking fees, and an increase in asset-based fees in Wealth and Investment Management on higher market valuations, partially offset by lower revenue in our legacy reinsurance business due to a gain in fourth quarter 2022 resulting from the adoption of a new accounting standard
• Noninterest expense decreased 2%, driven by lower operating losses, lower professional and outside services expense, and the impact of efficiency initiatives, partially offset by higher Federal Deposit Insurance Corporation (FDIC) assessments, severance expense, technology and equipment expense, and revenue-related compensation
• Provision for credit losses in fourth quarter 2023 included an increase in the allowance for credit losses driven by credit card and commercial real estate loans, partially offset by a lower allowance for auto loans. The change in allowance for credit losses also included higher net loan charge-offs for commercial real estate office and credit card loans
• Income tax expense in fourth quarter 2023 included $621 million of discrete tax benefits related to the resolution of prior period tax matters

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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

Fourth Quarter 2023 vs. Fourth Quarter 2022

• Revenue increased1%
• • Consumer, Small and Business Banking was up 1% driven by the impact of higher interest rates, partially offset by lower deposit balances
  • Home Lending was up 7% on improved mortgage banking results due to valuation losses on certain loans held for sale in fourth quarter 2022, partially offset by lower gain on sale margins and originations, as well as lower loan balances
  • Credit Card was down 1% driven by the impact of introductory promotional rates and higher rewards expense, partially offset by higher loan balances, including the impact of higher point of sale volume and new product launches
  • Auto was down 19% driven by lower loan balances and loan spread compression
  • Personal Lending was up 13% on higher loan balances
• Noninterest expense was down 15% due to lower operating losses and personnel expense, as well as the impact of efficiency initiatives, partially offset by higher advertising costs

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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

Fourth Quarter 2023 vs. Fourth Quarter 2022

• Revenue increased 7%
• • Middle Market Banking was up 6% driven by the impact of higher interest rates and higher deposit-related fees driven by lower earnings credit rates, partially offset by lower deposit balances
  • Asset-BasedLending and Leasing was up 9% due to the impact of higher interest rates and improved results on equity investments
• Noninterest expense increased 7% on higher severance expense and operating costs, partially offset by the impact of efficiency initiatives

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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

NM - Not meaningful

Fourth Quarter 2023 vs. Fourth Quarter 2022

• Revenue increased 14%
• • Banking was up 15% driven by higher lending revenue, higherinvestment banking revenue on increased activity across all products, and stronger treasury management results reflecting the impact of higher interest rates and deposit balances
  • Commercial Real Estate was up 2% reflecting the impact of higher interest rates, partially offset by lower loan and deposit balances
  • Markets was up 33% driven by higher revenue in structured products, equities, credit products, and commodities, partially offset by lower trading activity in rates products
• Noninterest expense increased 16% driven by higher operating costs and higher personnel expense, including increased severance expense, partially offset by the impact of efficiency initiatives

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