Wells Fargo mpany : Form 8-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): April 12, 2024

WELLS FARGO & COMPANY

(Exact name of registrant as specified in its charter)

Delaware	001-02979	No.	41-0449260
(State or Other Jurisdiction	(Commission File	(IRS Employer
of Incorporation)	Number)	Identification No.)

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:

Title of Each Class

Common Stock, par value $1-2/3

7.5% Non-Cumulative Perpetual Convertible Class A Preferred Stock, Series L

Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series Y

Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series Z

Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series AA

Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series CC Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series DD Guarantee of Medium-Term Notes, Series A, due October 30, 2028 of Wells Fargo Finance LLC

	Name of Each
Trading	Exchange
Symbol	on Which Registered
	New York Stock
	Exchange
W F C	(NYSE)
WFC.PRL	NYSE
WFC . PRY	NYSE
WFC . PRZ	NYSE
WFC.PRA	NYSE
WFC . PRC	NYSE
WFC . PRD	NYSE
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 2.02 Results of Operations and Financial Condition.

On April 12, 2024, Wells Fargo & Company (the "Company") issued a news release regarding its results of operations and financial condition for the quarter ended March 31, 2024, and posted on its website its 1Q24 Quarterly Supplement, which contains certain additional information about the Company's financial results for the quarter ended March 31, 2024. The news release is included as Exhibit 99.1 and the 1Q24 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 April 12, 2024, the Company intends to host a live conference call that will also be available by webcast to discuss the Company's first quarter 2024 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. 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.

(d) Exhibits
Exhibit No.	Description	Location
99.1	News Release dated April 12, 2024	Filed herewith
99.2	1Q24 Quarterly Supplement	Filed herewith
99.3	Presentation Materials - 1Q24 Financial Results	Furnished herewith
104	Cover Page Interactive Data File	Embedded within the Inline XBRL
		document

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:

April 12, 2024

WELLS FARGO & COMPANY

By: /s/ MUNEERA S. CARR

Muneera S. Carr

Executive Vice President,

Chief Accounting Officer and

Controller

Exhibit 99.1

News Release | April 12, 2024

Wells Fargo Reports First Quarter 2024 Net Income of $4.6 billion, or $1.20 per Diluted Share

Company-wide Financial Summary				Operating Segments and Other Highlights
		Quarter ended		Quarter	Mar 31, 2024
			ended	% Change from
		Mar 31,	Mar 31,
			Mar 31,	Dec 31,	Mar 31,
		2024	2023
		($ in billions)	2024	2023	2023
Selected Income Statement Data
			Average loans
($ in millions except per share amounts)
			Consumer Banking and
Total revenue	$	20,863	20,729
Lending	$ 329.7	(1)%	(3)
Noninterest expense		14,338	13,676
	Commercial Banking	223.9	-	-
Provision for credit losses1		938	1,207
	Corporate and Investment
Net income		4,619	4,991	Banking	283.2	(2)	(4)
Diluted earnings per common share		1.20	1.23	Wealth and Investment
Selected Balance Sheet Data				Management	82.5	-	(1)
($ in billions)				Average deposits
Average loans	$	928.1	948.7	Consumer Banking and
Average deposits		1,341.6	1,356.7	Lending	773.2	(1)	(8)
CET12		11.2 %	10.8	Commercial Banking	164.0	-	(4)
Performance Metrics				Corporate and Investment
			Banking	183.3	6	16
ROE3		10.5 %	11.7
	Wealth and Investment
ROTCE4		12.3	14.0	Management	101.5	(1)	(20)

Capital

◦ Repurchased 112.5 million shares, or $6.1 billion, of common stock in first quarter 2024

First quarter 2024 results included:

• $(284) million, or ($0.06) per share, of additional expense for the estimated FDIC special assessment5

Chief Executive Officer Charlie Scharf commented, "Our solid first quarter results demonstrate the progress we continue to make to improve and diversify our financial performance. The investments we are making across the franchise contributed to higher revenue versus the fourth quarter as an increase in noninterest income more than offset an expected decline in net interest income. Net charge- offs were stable from the fourth quarter as credit trends remained consistent with recent performance, and we repurchased $6.1 billion of common stock while maintaining a strong capital position."

"We reached an important milestone in the first quarter when the OCC announced the termination of a consent order it issued in 2016 regarding sales practices misconduct. The closure of this order is an important step forward and is confirmation that we operate much differently today around sales practices. It is the sixth enforcement action against Wells Fargo that our regulators have closed since 2019. The remaining risk and control work continues to be our top priority and we will not be satisfied until all work is complete," Scharf added.

"We remain committed to improving our efficiency while we also invest in both core infrastructure and new products and services to better serve our customers. In the first quarter we continued to enhance our credit card offerings with the introduction of Autograph JourneySM, which is designed for frequent travelers. Our new products continued to drive strong spend on our cards, and our investments in talent and technology in the Corporate and Investment Banking businesses helped drive fee-based growth," 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 26-27 of the 1Q24 Quarterly Supplement for more information on CET1. CET1 for March 31, 2024, is a preliminary estimate.
3. Return on equity (ROE) represents Wells Fargo net income applicable to common stock divided by average common stockholders' equity.
4. Tangible common equity and return on 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 24-25 of the 1Q24 Quarterly Supplement.
5. Federal Deposit Insurance Corporation (FDIC) special assessment expense reflects an update provided by the FDIC in February 2024 on losses to the deposit insurance fund, as well as potential recoveries expected to reduce these estimated losses.

Financial results reported in this document are preliminary. Final financial results and other disclosures will be reported in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, 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

						Mar 31, 2024
				Quarter ended		% Change from
		Mar 31,	Dec 31,	Mar 31,	Dec 31,	Mar 31,
		2024	2023	2023	2023	2023
Earnings ($ in millions except per share amounts)
Net interest income	$	12,227	12,771	13,336	(4)%	(8)
Noninterest income		8,636	7,707	7,393	12	17
Total revenue		20,863	20,478	20,729	2	1
Net charge-offs		1,157	1,258	564	(8)	105
Change in the allowance for credit losses		(219)	24	643	NM	NM
Provision for credit losses1		938	1,282	1,207	(27)	(22)
Noninterest expense		14,338	15,786	13,676	(9)	5
Income tax expense (benefit)		964	(100)	966	NM	-
Wells Fargo net income	$	4,619	3,446	4,991	34	(7)
Diluted earnings per common share		1.20	0.86	1.23	40	(2)
Balance Sheet Data (average) ($ in billions)
Loans	$	928.1	938.0	948.7	(1)	(2)
Deposits		1,341.6	1,340.9	1,356.7	-	(1)
Assets		1,917.0	1,907.5	1,863.7	-	3
Financial Ratios
Return on assets (ROA)		0.97 %	0.72	1.09
Return on equity (ROE)		10.5	7.6	11.7
Return on average tangible common equity (ROTCE)2		12.3	9.0	14.0
Efficiency ratio3		69	77	66
Net interest margin on a taxable-equivalent basis		2.81	2.92	3.20

NM - Not meaningful

1 Includes provision for credit losses for loans, debt securities, and other financial assets.

2 Tangible common equity and return on 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 24-25 of the 1Q24 Quarterly Supplement.

3 The efficiency ratio is noninterest expense divided by total revenue (net interest income and noninterest income).

First Quarter 2024 vs. First Quarter 2023

• Net interest income decreased 8%, due to the impact of higher interest rates on funding costs, including the impact of customer migration to higher yielding deposit products, as well as lower loan balances, partially offset by higher yields on earning assets
• Noninterest income increased 17%, driven primarily by improved results in our affiliated venture capital business on lower impairments, higher investment banking fees, an increase in asset-based fees in Wealth and Investment Management on higher market valuations, and higher trading revenue in our Markets business
• Noninterest expense increased 5%, driven by higher operating losses reflecting customer remediation accruals for historical matters, higher FDIC assessments, an increase in revenue-related compensation predominantly in Wealth and Investment Management, and higher technology and equipment expense, partially offset by the impact of efficiency initiatives including lower professional and outside services expense
• Provision for credit losses in first quarter 2024 included a decrease in the allowance for credit losses driven by commercial real estate and auto loans, partially offset by a higher allowance for credit card loans

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Selected Company-wide Capital and Liquidity Information

				Quarter ended
		Mar 31,	Dec 31,	Mar 31,
($ in billions)		2024	2023	2023
Capital:
Total equity	$	182.7	187.4	183.2
Common stockholders' equity		162.5	166.4	161.9
Tangible common equity1		137.2	141.2	135.0
Common Equity Tier 1 (CET1) ratio2		11.2 %	11.4	10.8
Total loss absorbing capacity (TLAC) ratio3		25.1	25.0	23.3
Supplementary Leverage Ratio (SLR)4		6.9	7.1	7.0
Liquidity:
Liquidity Coverage Ratio (LCR)5		126 %	125	122

1 Tangible common equity is a non-GAAP financial measure. For additional information, including a corresponding reconciliation to GAAP financial measures, see the "Tangible Common Equity" tables on pages 24-25 of the 1Q24 Quarterly Supplement.

2 Represents our CET1 ratio calculated under the Standardized Approach, which is our binding CET1 ratio. See tables on pages 26-27 of the 1Q24 Quarterly Supplement for more information on CET1. CET1 for March 31, 2024, is a preliminary estimate.

3 Represents TLAC divided by risk-weighted assets (RWAs), which is our binding TLAC ratio, determined by using the greater of RWAs under the Standardized and Advanced Approaches. TLAC for March 31, 2024, is a preliminary estimate.

4 SLR for March 31, 2024, is a preliminary estimate.

5 Represents average high-quality liquid assets divided by average projected net cash outflows, as each is defined under the LCR rule. LCR for March 31, 2024, is a preliminary estimate.

Selected Company-wide Loan Credit Information

($ in millions)

Net loan charge-offs

Net loan charge-offs as a % of average total loans (annualized)

Total nonaccrual loans

As a % of total loans

Total nonperforming assets

As a % of total loans

Allowance for credit losses for loans

As a % of total loans

			Quarter ended
	Mar 31,	Dec 31,	Mar 31,
	2024	2023	2023
$	1,149	1,252	604
	0.50 %	0.53	0.26
$	8,075	8,256	6,010
	0.88 %	0.88	0.63
$	8,240	8,443	6,142
	0.89 %	0.90	0.65
$	14,862	15,088	13,705
	1.61 %	1.61	1.45

First Quarter 2024 vs. Fourth Quarter 2023

• Commercial net loan charge-offs as a percentage of average loans were 0.25% (annualized), down from 0.34%, driven by lower commercial real estate net loan charge-offs, predominantly in the office portfolio, partially offset by higher commercial and industrial net loan charge-offs. The consumer net loan charge-off rate increased to 0.84% (annualized), up from 0.79%, due to higher net loan charge-offs in the credit card portfolio, partially offset by lower net loan charge-offs in the auto portfolio
• Nonperforming assets were down $203 million, or 2%, driven by lower commercial real estate nonaccrual loans, predominantly in the office portfolio, partially offset by higher commercial and industrial nonaccrual loans

-3-

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

						Mar 31, 2024
				Quarter ended	% Change from
		Mar 31,	Dec 31,	Mar 31,	Dec 31,	Mar 31,
		2024	2023	2023	2023	2023
Earnings (in millions)
Consumer, Small and Business Banking1	$	6,092	6,554	6,374	(7)%	(4)
Consumer Lending:
Home Lending		864	839	863	3	-
Credit Card 1		1,496	1,449	1,417	3	6
Auto		300	334	392	(10)	(23)
Personal Lending		339	343	318	(1)	7
Total revenue		9,091	9,519	9,364	(4)	(3)
Provision for credit losses		788	790	867	-	(9)
Noninterest expense		6,024	6,046	6,038	-	-
Net income	$	1,706	2,011	1,841	(15)	(7)
Average balances (in billions)
Loans	$	329.7	333.5	338.3	(1)	(3)
Deposits		773.2	779.5	841.3	(1)	(8)

1 In first quarter 2024, we transferred our small business credit card business from Consumer, Small and Business Banking to Credit Card. Prior period balances have been revised to conform with the current period presentation.

First Quarter 2024 vs. First Quarter 2023

• Revenue decreased 3%
• • Consumer, Small and Business Banking was down 4% driven by lower deposit balances, partially offset by higher debit card interchange fees
  • Home Lending was stable reflecting higher mortgage banking income, offset by lower net interest income on lower loan balances
  • Credit Card was up 6% driven by higher loan balances, including the impact of higher point of sale volume and new account growth
  • Auto was down 23% due to loan spread compression and lower loan balances
  • Personal Lending was up 7% on higher net interest income and included the impact of higher loan balances
• Noninterest expense was stable reflecting lower operating costs and the impact of efficiency initiatives, offset by higher operating losses and advertising expense

-4-

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

						Mar 31, 2024
				Quarter ended	% Change from
		Mar 31,	Dec 31,	Mar 31,	Dec 31,	Mar 31,
		2024	2023	2023	2023	2023
Earnings (in millions)
Middle Market Banking	$	2,078	2,196	2,155	(5)%	(4)
Asset-Based Lending and Leasing		1,074	1,172	1,152	(8)	(7)
Total revenue		3,152	3,368	3,307	(6)	(5)
Provision for credit losses		143	40	(43)	258	433
Noninterest expense		1,679	1,630	1,752	3	(4)
Net income	$	986	1,273	1,196	(23)	(18)
Average balances (in billions)
Loans	$	223.9	223.3	222.8	-	-
Deposits		164.0	163.3	170.5	-	(4)

First Quarter 2024 vs. First Quarter 2023

• Revenue decreased 5%
• • Middle Market Banking was down 4% driven by lower net interest income on higher deposit costs, partially offset by higher deposit related fees
  • Asset-BasedLending and Leasing was down 7% and included lower revenue from equity investments
• Noninterest expense decreased 4% on lower personnel expense reflecting the impact of efficiency initiatives, and lower operating costs

-5-

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

						Mar 31, 2024
				Quarter ended	% Change from
		Mar 31,	Dec 31,	Mar 31,	Dec 31,	Mar 31,
		2024	2023	2023	2023	2023
Earnings (in millions)
Banking:
Lending	$	681	774	692	(12)%	(2)
Treasury Management and Payments		686	742	785	(8)	(13)
Investment Banking		474	383	280	24	69
Total Banking		1,841	1,899	1,757	(3)	5
Commercial Real Estate		1,223	1,291	1,311	(5)	(7)
Markets:
Fixed Income, Currencies, and Commodities (FICC)		1,359	1,122	1,285	21	6
Equities		450	457	437	(2)	3
Credit Adjustment (CVA/DVA) and Other		19	(8)	71	338	(73)
Total Markets		1,828	1,571	1,793	16	2
Other		90	(26)	41	446	120
Total revenue		4,982	4,735	4,902	5	2
Provision for credit losses		5	498	252	(99)	(98)
Noninterest expense		2,330	2,132	2,217	9	5
Net income	$	1,981	1,582	1,818	25	9
Average balances (in billions)
Loans	$	283.2	290.1	294.7	(2)	(4)
Deposits		183.3	173.1	157.6	6	16

First Quarter 2024 vs. First Quarter 2023

• Revenue increased 2%
• • Banking was up 5% driven by higher investment banking revenue on increased activity across all products, partially offset by lower treasury management results driven by higher deposit costs
  • Commercial Real Estate was down 7% and included the impact of lower loan balances, partially offset by higher commercial mortgage-backed securities volumes
  • Markets was up 2% driven by higher revenue in structured products, credit products, and foreign exchange, partially offset by lower revenue in rates and commodities
• Noninterest expense increased 5% driven by higher operating costs, partially offset by the impact of efficiency initiatives

-6-

Wealth and Investment Managementprovides personalized wealth management, brokerage, financial planning, lending, private banking, trust and fiduciary products and services to affluent, high-net worth and ultra-high-net worth clients. We operate through financial advisors in our brokerage and wealth offices, consumer bank branches, independent offices, and digitally through WellsTrade® and Intuitive Investor®.

Selected Financial Information

Earnings (in millions)

Net interest income

Noninterest income

Total revenue

Provision for credit losses

Noninterest expense

Net income

Total client assets (in billions)

Average balances (in billions)

Loans

Deposits

					Mar 31, 2024
			Quarter ended	% Change from
	Mar 31,	Dec 31,	Mar 31,	Dec 31,	Mar 31,
	2024	2023	2023	2023	2023
$	869	906	1,044	(4)%	(17)
	2,873	2,754	2,637	4	9
	3,742	3,660	3,681	2	2
	3	(19)	11	116	(73)
	3,230	3,023	3,061	7	6
$	381	491	457	(22)	(17)
	2,186	2,084	1,929	5	13
$	82.5	82.2	83.6	-	(1)
	101.5	102.1	126.6	(1)	(20)

First Quarter 2024 vs. First Quarter 2023

• Revenue increased 2%
• • Net interest income was down 17% driven by lower deposit balances as customers reallocated cash into higher yielding alternatives
  • Noninterest income was up 9% on higher asset-based fees driven by an increase in market valuations
• Noninterest expense increased 6% due to higher revenue-related compensation, partially offset by the impact of efficiency initiatives

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