WELLS FARGO & COMPANY/MN

Wells Fargo & Company is a financial holding company and bank holding company registered under the Bank Holding Company Act of 1956, as amended, and its principal business is to act as a holding company for its subsidiaries. At December 31, 2025, the Company had assets of approximately $2.1 trillion ¹, loans of $986.2 billion ², deposits of $1.4 trillion ³, and stockholders' equity of $181.1 billion ⁴. Based on assets, the Company was the fourth largest bank holding company in the United States ⁵. Wells Fargo Bank, N.A., the Company's principal subsidiary, had assets of $1.8 trillion ⁶, or 85% ⁷ of the Company's assets. The financial services industry is highly competitive, with the Company's subsidiaries competing against banks, savings and loan associations, credit unions, finance companies, mortgage banking companies, insurance companies, investment banks, investment advisory firms, mutual fund companies, and increasingly against nonbank institutions such as investment managers, brokerage houses, private equity and private credit firms, and financial technology companies, as well as financial services subsidiaries of commercial and manufacturing companies, many of which enjoy fewer regulatory constraints and some of which may have lower cost structures.

The Company's competitive positioning is shaped by its scale as the fourth largest bank holding company in the United States by assets , with a diversified set of banking, investment, and mortgage products and services. The Company faces increased competition from nonbank institutions and from technological advances and the expansion of a digital economy that have enabled non-depository institutions to offer products and services traditionally offered by banks. Digital assets and alternative payment methods, such as cryptocurrencies, stablecoins, and tokens, as well as distributed ledger-based payment, clearing, and settlement processes, have the potential to reduce reliance on traditional depository institutions and other financial intermediaries, could lead to a reduction in deposits at banks, and could lead to changes in how financial services are accessed, offered, and delivered.

Wells Fargo generates revenue through a diversified set of banking, investment, and mortgage products and services, as well as consumer and commercial finance, provided to individuals, businesses, and institutions primarily in the U.S. and also in countries outside the U.S. The Company provides consumer financial products and services including checking and savings accounts, credit and debit cards, and home, auto, personal, and small business lending, as well as personalized wealth management, brokerage, financial planning, lending, private banking, trust and fiduciary products and services. For businesses, the Company provides financial solutions to private, family owned, and public companies through banking and credit products across multiple industry sectors and municipalities, secured lending and lease products, and treasury management, and also provides a suite of capital markets, banking, and financial products and services to corporate, commercial real estate, government, and institutional clients through 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.

As of December 31, 2025, the Company had four reportable operating segments for management reporting purposes: Consumer Banking and Lending; Commercial Banking; Corporate and Investment Banking; and Wealth and Investment Management. The Consumer Banking and Lending segment provides consumer financial products and services including checking and savings accounts, credit and debit cards, and home, auto, personal, and small business lending. The Commercial Banking segment provides financial solutions to private, family owned, and public companies through banking and credit products across multiple industry sectors and municipalities, secured lending and lease products, and treasury management. The Corporate and Investment Banking segment provides a suite of capital markets, banking, and financial products and services to corporate, commercial real estate, government, and institutional clients through 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. The Wealth and Investment Management segment provides personalized wealth management, brokerage, financial planning, lending, private banking, trust, and fiduciary products and services.

The Company's significant operational developments during the period include the confirmation on June 3, 2025, that the Federal Reserve Board had removed the Company's limitation on growth in total assets imposed in the February 2, 2018 consent order, though the remaining provisions of that consent order are still in place. On September 12, 2024, the Company announced that Wells Fargo Bank, N.A. entered into a formal agreement with the OCC requiring the bank to enhance its anti-money laundering and sanctions risk management practices. On April 29, 2025, the Board of Directors approved an authorization covering up to $40 billion ⁸ of common stock repurchases. During the quarter ended December 31, 2025, the Company repurchased 58,215,637 ⁹ shares of common stock at a weighted average price of $85.75 ¹⁰ in October and $86.00 ¹¹ in November, with an approximate dollar value of shares that may yet be repurchased under the authorization of $29,758 million ¹² at the end of December. The Company also invested approximately $200 million ¹³ in employee learning and development programs during 2025.

The Company's overall financial trajectory reflects its position as a large diversified financial institution with $2.1 trillion in assets, $986.2 billion in loans, $1.4 trillion in deposits, and $181.1 billion in stockholders' equity at December 31, 2025. The aggregate market value of common stock held by non-affiliates at June 30, 2025, was approximately $257.3 billion ¹⁴, based on a closing price of $80.12 ¹⁵. At February 13, 2026, there were 3,085,635,641 ¹⁶ shares of common stock outstanding and 155,031 ¹⁷ holders of record of the Company's common stock.

The Company's growth vectors are shaped by its ability to engage in financial activities as a financial holding company, including securities underwriting, dealing, and market making; sponsoring mutual funds and investment companies; insurance underwriting and agency; merchant banking; and activities that the FRB determines to be financial in nature or incidental to such financial activity. The Company may affiliate with securities firms and insurance companies and engage in other activities that are financial in nature or incidental or complementary to activities that are financial in nature. The removal of the FRB's limitation on growth in total assets on June 3, 2025, represents a significant growth vector, as it removes a prior constraint on the Company's ability to expand its asset base. The Company also continues to evaluate its owned and leased properties and may determine from time to time that certain properties are no longer necessary for operations, though there is no assurance that the Company will be able to dispose of any excess properties or that it will not incur charges in connection with such dispositions.

The Company's growth is also supported by its technology investments and workforce strategy. The Company invested approximately $200 million in employee learning and development programs during 2025, including functional training, required risk and regulatory compliance training, leadership and professional development, and early talent development programs. The Company's compensation program is linked to performance management and is designed to promote prudent risk management and reinforce its culture and operating standards, with principles including pay for performance, promotion of effective risk management, and attraction and retention of talent. The Company offers eligible employees and dependents a comprehensive set of benefits designed to support their physical, financial, and emotional health.

The Company's margin and cost outlook is influenced by the regulatory framework applicable to depository institutions and bank holding companies, which is intended to protect depositors, the federal deposit insurance fund, consumers, and the banking system as a whole, and not necessarily investors. The Company is subject to various regulatory capital adequacy and liquidity requirements administered by the FRB and the OCC, including required minimum ratios relating capital to different categories of assets and exposures, a leverage ratio and supplementary leverage ratio, a liquidity coverage ratio, and a net stable funding ratio. The Company is also required to have a minimum amount of equity and unsecured long-term debt, often referred to as total loss absorbing capacity, for purposes of resolvability and resiliency. The Company is subject to the FRB's rule implementing an additional capital surcharge on U.S. banking organizations designated as global systemically important banks (G-SIBs). The failure to meet any of these requirements could result in limitations or restrictions on the Company's ability to make capital distributions.

The Company's operational outlook includes its workforce strategy, with approximately 205,000 ¹⁸ active employees at December 31, 2025, approximately 76% ¹⁹ based in the United States. The global workforce was 50% ²⁰ female and 50% ²¹ male. In the U.S., 50% ²² of the workforce identified as white, 49% ²³ identified as other races/ethnicities, and 1% ²⁴ did not declare. The Company's work-life programs include flexibility for employees in certain non-customer-facing roles to work up to two days a week remotely, with a minimum of three days a week in the office, while expectations for other roles vary by business need. The Company continues to evaluate its owned and leased properties, holding 5.8 million square feet ²⁵ of real estate as of December 31, 2025, that was vacant pending disposition, leased to retail tenants, or leased-to-term by third-party office tenants.

The Company's capital allocation is governed by regulatory requirements and Board authorizations. The Board of Directors approved an authorization covering up to $40 billion of common stock repurchases on April 29, 2025, which does not expire unless modified or revoked. The Company's ability to pay dividends on its common and preferred stock and principal and interest on its debt is significantly dependent on dividends from the Parent's subsidiaries, which are subject to various federal and state statutory provisions and regulations limiting the amount of dividends the Parent's subsidiary banks and certain other subsidiaries may pay without regulatory approval. The FRB requires large BHCs, including Wells Fargo, to submit annual capital plans describing planned capital distributions, such as the payment of dividends and share repurchases. The Company is also subject to the FRB's enhanced supervision regulations for large BHCs, which impose capital distribution restrictions, including on the payment of dividends, upon the occurrence of capital, stress test, risk management, or liquidity risk management triggers.

The Company faces structural headwinds from the highly competitive nature of the financial services industry, including increased competition from nonbank institutions such as investment managers, brokerage houses, private equity and private credit firms, and financial technology companies, as well as from financial services subsidiaries of commercial and manufacturing companies, many of which enjoy fewer regulatory constraints and some of which may have lower cost structures. Technological advances and the expansion of a digital economy have enabled non-depository institutions to offer products and services traditionally offered by banks and have enabled financial institutions, technology companies, and others to deliver electronic and internet-based financial solutions, including electronic securities trading, lending, savings, and payment solutions. Digital assets and alternative payment methods, such as cryptocurrencies, stablecoins, and tokens, as well as distributed ledger-based payment, clearing, and settlement processes, have the potential to reduce reliance on traditional depository institutions and other financial intermediaries, could lead to a reduction in deposits at banks, and could lead to changes in how financial services are accessed, offered, and delivered.

The Company faces significant regulatory constraints and execution risks. The Company is subject to a consent order with the FRB entered into on February 2, 2018, requiring the Board to further enhance the Board's governance and oversight of the Company and the Company to further improve its compliance and operational risk management program, with the remaining provisions still in place after the removal of the asset growth limitation on June 3, 2025. The Company is also subject to a formal agreement with the OCC entered into on September 12, 2024, requiring Wells Fargo Bank, N.A. to enhance its anti-money laundering and sanctions risk management practices. The Company is required to prepare and periodically submit resolution plans (living wills) to the FRB and FDIC, and if the FRB and FDIC determine that the resolution plan has deficiencies, they may impose more stringent capital, leverage, or liquidity requirements on the Company or restrict its growth, activities, or operations until the deficiencies are remedied, and if the Company is unable to remedy any deficiencies, they could require the Company to divest certain assets or operations. The Company must also prepare and periodically submit a recovery plan to the FRB, and if the FRB determines that the recovery plan is deficient, they may impose fines, restrictions on the Company's business, or ultimately require the Company to divest assets.

The Company faces material risks from its regulatory environment, including the remaining provisions of the FRB consent order entered into on February 2, 2018, which requires further enhancement of the Board's governance and oversight and improvement of the Company's compliance and operational risk management program, and the formal agreement with the OCC entered into on September 12, 2024, requiring Wells Fargo Bank, N.A. to enhance its anti-money laundering and sanctions risk management practices. The Company is subject to the FRB's capital plan rule, which governs capital distributions including dividends and share repurchases, and the failure to meet capital requirements could result in limitations or restrictions on the Company's ability to make capital distributions. The Company is also subject to the FRB's rule implementing an additional capital surcharge on G-SIBs. The Company's resolution plan (living will) is subject to review by the FRB and FDIC, and if determined to have deficiencies, the regulators may impose more stringent capital, leverage, or liquidity requirements or restrict the Company's growth, activities, or operations, and could ultimately require the Company to divest certain assets or operations. The Company's recovery plan is subject to review by the FRB, and if determined to be deficient, the FRB may impose fines, restrictions on the Company's business, or ultimately require the Company to divest assets. The Support Agreement entered into on June 28, 2017, as amended and restated on June 26, 2019, could materially and adversely impact the Parent's liquidity and its ability to satisfy its debts and other obligations, and could result in the commencement of bankruptcy proceedings by the Parent at an earlier time than might have otherwise occurred if certain liquidity and/or capital metrics fall below defined triggers or if the Parent's board of directors authorizes it to file a case under the U.S. Bankruptcy Code.

Management's message emphasizes the Company's position as a leading financial services company providing a diversified set of banking, investment, and mortgage products and services, as well as consumer and commercial finance, to individuals, businesses, and institutions primarily in the U.S. and also in countries outside the U.S. The strategic priorities emphasized include maintaining the Company's status as a financial holding company to engage in financial activities, continuing to enhance governance and risk management practices under the remaining provisions of the FRB consent order and the OCC formal agreement, and managing capital allocation through the $40 billion share repurchase authorization approved by the Board on April 29, 2025. Management also highlights the Company's investment in human capital, with approximately $200 million invested in employee learning and development programs during 2025, and the Company's commitment to maintaining market-competitive compensation, career-development opportunities, a broad array of benefits, and strong work-life programs to attract and retain talent.