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~~Securities ofExchange ~~Report~~Act ~~(date~~ of ~~earliest event reported): April 28, 2026~~1934

Date of Report (date of earliest event reported): May 20, 2026

WELLS FARGO & COMPANY

(Exact name of registrant as specified in its charter)

Delaware

001-02979

No. 41-0449260

~~001-02979~~

~~No.~~

~~41-0449260~~

(State or Other Jurisdictionof Incorporation)

(Commission FileNumber)

(IRS EmployerIdentification No.)

(State or other jurisdictionof incorporation)

(Commission FileNumber)

(IRS EmployerIdentification 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

Not applicable

(Former name or former address, if changed since last report)

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	TradingSymbol	~~Trading Symbol~~	Name of Each Exchangeon Which Registered	~~Name of Each Exchange on Which Registered~~
Common Stock, par value $1-2/3	WFC	~~WFC~~	New York Stock Exchange(NYSE)	~~New York StockExchange (NYSE)~~
7.5% Non-Cumulative Perpetual Convertible Class A Preferred Stock, Series L	WFC.PRL	~~WFC.PRL~~	NYSE	~~NYSE~~
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series Y	WFC.PRY	~~WFC.PRY~~	NYSE	~~NYSE~~
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series Z	WFC.PRZ	~~WFC.PRZ~~	NYSE	~~NYSE~~
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series AA	WFC.PRA	~~WFC.PRA~~	NYSE	~~NYSE~~
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series CC	WFC.PRC	~~WFC.PRC~~	NYSE	~~NYSE~~
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series DD	WFC.PRD	~~WFC.PRD~~	NYSE	~~NYSE~~
Guarantee of Medium-Term Notes, Series A, due October 30, 2028 of Wells Fargo Finance LLC	WFC/28A	~~WFC/28A~~	NYSE	~~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 59.~~02 Departure~~01. ofFinancial ~~Directors~~Statements orand ~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Exhibits

~~The~~Exhibits ~~Company~~are ~~held~~filed ~~its~~herewith ~~annual~~in ~~meeting~~connection ofwith ~~shareholders on April 28, 2026 (“2026 Shareholder Meeting”). At~~ the ~~2026~~Registration ~~Shareholder~~Statement ~~Meeting,~~on ~~shareholders~~Form ~~approved an amendment and restatement of the Company’s 2022 Long~~S-~~Term~~3 ~~Incentive Plan~~ (~~the~~File ~~“Plan”)~~No. 333-287868) Afiled ~~description~~by ofWells ~~the~~Fargo & ~~material~~Company ~~terms and conditions of~~ (the ~~Plan appears under~~ “~~Executive Compensation – Item 3 – Proposal to Amend and Restate the~~ Company~~’s 2022 Long-Term Incentive Plan~~”) ~~on pages 87-94 of the Company’s definitive proxy statement for the 2026 Shareholder Meeting, filed~~ with the Securities and Exchange Commission ~~on March 18, 2026~~ (the “~~Proxy Statement~~SEC”)~~, which description is incorporated herein by reference~~. The description of the Plan incorporated herein by reference does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan, which is filed as Exhibit 10(a) hereto.

~~Item~~On May ~~5.07 Submission~~20, of2026, ~~Matters~~the Company issued the following Medium-Term Notes, Series Y: (i) $2,250,000,000 Senior Redeemable Fixed-to-Floating aRate ~~Vote~~Notes ofdue ~~Security~~May 20, ~~Holders~~2029; (ii) $500,000,000 Senior Redeemable Floating Rate Notes due May 20, 2029; and (iii) $3,250,000,000 Senior Redeemable Fixed-to-Floating Rate Notes due May 20, 2032 (collectively, the “Notes”).

AtThe ~~the~~purpose ~~2026 Shareholder Meeting, shareholders elected the 12 director nominees nominated by the Board as each director nominee received a greater number~~ of ~~votes~~this ~~cast~~Current ~~“for”~~Report ~~his~~is orto ~~her~~file ~~election~~with ~~than votes cast “against” his or her election, as reflected below. In addition, shareholders approved, on an advisory basis,~~ the ~~compensation~~SEC of the ~~Company’s~~following ~~named~~documents: ~~executives as disclosed in~~ (i) the ~~Proxy~~form ~~Statement, approved the Plan and ratified the appointment~~ of ~~KPMG~~Note ~~LLP~~related asto the Company’s independent registered public accounting firm for 2026. The six shareholder proposals presented at the 2026 Shareholder Meeting described below did not receive majority support. The final voting results for each ~~item~~issuance; ~~presented~~and at (ii) the ~~2026~~opinion ~~Shareholder~~of ~~Meeting~~Faegre ~~are~~Drinker ~~set~~Biddle & ~~forth~~Reath ~~below.~~LLP ~~Voting~~regarding ~~results are, when applicable, reported by rounding fractional share voting up or down to~~ the ~~nearest round number~~Notes.

Election of Director Nominees

DIRECTOR	FOR	%1	AGAINST	ABSTENTIONS	BROKER NON-VOTES
Steven D. Black	2,366,881,189	97.09%	71,024,175	11,009,408	282,105,559
Mark A. Chancy	2,392,388,096	98.12%	45,946,671	10,580,005	282,105,559
Theodore F. Craver, Jr.	2,341,337,805	96.03%	96,746,964	10,830,003	282,105,559
Richard K. Davis	2,325,390,976	95.35%	113,425,049	10,098,747	282,105,559
Fabian T. Garcia	2,403,568,187	98.58%	34,585,482	10,761,103	282,105,559
Wayne M. Hewett	2,289,986,643	93.92%	148,235,978	10,692,151	282,105,559
CeCelia G. Morken	2,377,305,449	97.53%	60,138,087	11,471,236	282,105,559
Maria R. Morris	2,382,438,528	97.68%	56,661,926	9,814,318	282,105,559
Felicia F. Norwood	2,404,615,633	98.60%	34,170,786	10,128,353	282,105,559
Ronald L. Sargent	2,310,646,817	94.78%	127,385,267	10,882,688	282,105,559
Charles W. Scharf	2,325,282,472	95.28%	115,064,261	8,568,039	282,105,559
Suzanne M. Vautrinot	2,396,618,236	98.24%	42,960,194	9,336,342	282,105,559

Advisory Vote to Approve Executive Compensation (Say on Pay)

FOR			%2			AGAINST			ABSTENTIONS			BROKERNON-VOTES
1,604,792,488			65.53%			831,262,731			12,859,553			282,105,559

Amend and Restate the Company's 2022 Long-Term Incentive Plan

FOR			%1			AGAINST			ABSTENTIONS			BROKERNON-VOTES
2,337,239,396			95.93%			99,219,067			12,456,309			282,105,559

Ratify the Appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for 2026

FOR			%2			AGAINST			ABSTENTIONS			BROKER NON-VOTES
2,556,099,670			93.60%			166,957,643			7,963,018			—

Shareholder Proposal – Request for Board of Directors to Adopt Policy for an Independent Chair

FOR			%2			AGAINST			ABSTENTIONS			BROKER NON-VOTES
830,200,706			33.90%			1,589,896,934			28,817,132			282,105,559

Shareholder Proposal – Govern by Majority Vote

FOR			%2			AGAINST			ABSTENTIONS			BROKER NON-VOTES
1,174,113,467			47.94%			1,258,184,662			16,616,643			282,105,559

Shareholder Proposal – Energy Supply Ratio

FOR			%2			AGAINST			ABSTENTIONS			BROKER NON-VOTES
498,482,511			20.36%			1,920,162,032			30,270,229			282,105,559

Shareholder Proposal – Report on High-Carbon Financing Litigation Risk

FOR			%2			AGAINST			ABSTENTIONS			BROKER NON-VOTES
225,133,190			9.19%			2,193,366,868			30,414,714			282,105,559

Shareholder Proposal – Board Committee on Indigenous Peoples' Rights

FOR			%2			AGAINST			ABSTENTIONS			BROKER NON-VOTES
128,966,428			5.27%			2,282,706,541			37,241,803			282,105,559

Shareholder Proposal – Report on Respecting Vendor Civil Liberties

FOR			%2			AGAINST			ABSTENTIONS			BROKER NON-VOTES
43,192,582			1.76%			2,376,132,347			29,589,843			282,105,559

_________________________________

1 Votes cast for the proposal as a percentage of total votes cast for and against.

2 Votes cast for the proposal as a percentage of total votes cast for and against and abstentions.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.	Description	~~Description~~	Location	~~Location~~
10(a)		Wells Fargo & Company 2022 Long-Term Incentive Plan		Filed herewith
4.1	Form of Medium-Term Notes, Series Y, Senior Redeemable Fixed-to-Floating Rate Notes due May 20, 2029.		Filed herewith
104		Cover Page Interactive Data File		Embedded within the Inline XBRL document
4.2	Form of Medium-Term Notes, Series Y, Senior Redeemable Floating Rate Notes due May 20, 2029.		Filed herewith
4.3	Form of Medium-Term Notes, Series Y, Senior Redeemable Fixed-to-Floating Rate Notes due May 20, 2032.		Filed herewith
5.1	Opinion of Faegre Drinker Biddle & Reath LLP regarding the Notes.		Filed herewith
23.1	Consent of Faegre Drinker Biddle & Reath LLP.		Included as part of Exhibit 5.1
104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.		Filed herewith

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 30, 2026	WELLS FARGO & COMPANY
		WELLS FARGO & COMPANY
		By:	/s/ JANET MCGINNESS
DATED: May 20, 2026		/s/ Scott Knoblach
			Janet McGinness
		Scott Knoblach
			Managing Director, Senior Associate General Counsel and Secretary
		Senior Vice President and Assistant Treasurer

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