WFC 10-K & 10-Q changes, risk factors and insider trading
Wells Fargo & Company (also WFC-PY, WFC-PL, WFC-PC, WFCNP, WFC-PA, WFC-PD, WFC-PZ) · NYSE · National Commercial Banks · CIK 72971 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
Information in response to this Item 1A can be found in this report under Item 1 and in the 2025 Annual Report to Shareholders under “Financial Review – Risk Factors.” That information is incorporated into this item by reference.
No wording changes found in this section (only numbers or dates changed in 1 paragraph).
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
Information in response to this Item 7 can be found in the 2025 Annual Report to Shareholders under “Financial Review.” That information is incorporated into this item by reference.
No wording changes found in this section (only numbers or dates changed in 1 paragraph).
Full comparison: every changed paragraph (0)
What changed in the latest 10-Q
Risk Factors
New heading “Second quarter and first half of 2026 vs. second quarter and”
New heading “first half of 2025”
New heading “Second quarter and first half of 2026 vs. second quarter and”
New heading “first half of 2025”
New heading “Balance Sheet Analysis (continued)”
New heading “Forward-Looking Statements (continued)”
New heading “Note 2: Available-for-Sale and Held-to-Maturity Debt Securities (continued)”
New heading “Note 6: Mortgage Banking Activities (continued)”
New heading “Note 9: Legal Actions (continued)”
New heading “Note 10: Derivatives (continued)”
New heading “Note 16: Operating Segments (continued)”
New heading “Note 17: Revenue and Expenses (continued)”
Removed heading “(continued on following page)”
Removed heading “(continued from previous page)”
Removed heading “Note 4: Equity Securities (continued)”
Removed heading “Table 12.2: Residential MSRs – Assumptions at Securitization Date”
Largest changes
“HOME MORTGAGE DISCRIMINATION LITIGATION. Plaintiffs proposing to represent a class of home mortgage applicants and customers filed putative class actions against Wells Fargo alleging that Wells Fargo’s mortgage lending policies and practices resulted in disparate treatment and disparate impact against minority applicants. These actions have been consolidated in the United States District Court for the Northern District of California. In August 2025, the district court denied class certification and plaintiffs’ interlocutory appeal of the decision was denied in January 2026. …”see in full comparison
“COMPANY 401(K) PLAN LITIGATION. On September 26, 2022, participants in the Company’s 401(k) plan filed a putative class action in the United States District Court for the District of Minnesota alleging that the Company violated the Employee Retirement Income Security Act of 1974 in connection with certain transactions associated with the Employee Stock Ownership Plan feature of the Company’s 401(k) plan, including the manner in which the 401(k) plan purchased certain securities used in connection with the Company’s contributions to the 401(k) plan. …”see in full comparison
see in full comparisonHOME$85MORTGAGE DISCRIMINATION LITIGATION. Plaintiffs proposingmillion torepresentresolveathe securities fraud classofaction.home mortgage applicants and customers filed putative class actions against Wells Fargo alleging that Wells Fargo’s mortgage lending policies and practices resulted in disparate treatment and disparate impact against minority applicants. These actions have been consolidated in the United States District Court for the Northern District of California. In August 2025, the district court denied class certification and plaintiffs’ interlocutory appeal of the decision was denied in January 2026. Similar allegationsAllegations related to the Company’shome mortgage lendinghiring practicesarerelated to diversity were also among the subjects of a shareholder derivative lawsuitpendingin the United States District Court for the Northern District of California. OnJanuaryMay13,15, 2026, the court grantedpreliminaryfinal approval of an agreement to resolve the shareholder derivative lawsuit.
“(1)Includes a blend of prepayment speeds and expected defaults. Prepayment speeds are influenced by mortgage interest rates as well as our estimation of drivers of borrower behavior.”see in full comparison
HIRING PRACTICES MATTERS. Government agencies, including the United States Department of Justice and the United States Securities and Exchange Commission (SEC), have undertaken formal or informal inquiries or investigations regarding the Company’s hiring practices related to diversity. The United States Department of Justice and the SEC have since closed their investigations without taking action. A securities fraud class action has also been filed in the United States District Court for the Northern District of California alleging that the Company and certain of its executive officers made false or misleading statements about the Company’s hiring practices related to diversity. Onsee in full comparisonNovemberMay13,21,2025,2026, the court grantedpreliminaryfinal approval of an agreement pursuant to which the Company agreed to pay$85 million to resolve the securities fraud class action. Allegations related to the Company’s hiring practices related to diversity are also among the subjects of a shareholder derivative lawsuit pending in the United States District Court for the Northern District of California. On January 13, 2026, the court granted preliminary approval of an agreement to resolve the shareholder derivative lawsuit.
Consumer loans that received a modification within the past 12 months as ofsee in full comparisonMarchJune31,30,2026 and 2025,2026, and subsequently defaulted in thefirstsecond quarter and first half of20262026, totaled $120 million and $206 million, respectively. As of June 30, 2025, consumer loans that received a modification within the past 12 months and subsequently defaulted in the second quarter and first half of 2025, totaled$116$113 million and$100$148 million, respectively.
Full comparison: every changed paragraph (387)
Investment Banking, and Wealth and Investment Management. Wells Fargo ranked No. 3338 on Fortune’s 20252026 rankings of America’s largest corporations. We ranked fourth in assets and fifth in the market value of our common stock among all U.S. banks at MarchJune 31,30, 2026.
In firstsecond quarter 2026, we generated $5.3$6.4 billion of net income and diluted earnings per common share (EPS) of $1.60,$2.00, compared with $4.9$5.5 billion of net income and diluted EPS of $1.39$1.60 in the same period a year ago. In the first half of 2026, we generated $11.7 billion of net income and diluted EPS of $3.60, compared with $10.4 billion of net income and diluted EPS of $2.98 in the same period a year ago. Financial performance for the second quarter and first quarterhalf of 2026, compared with firstthe quartersame 2025,periods a year ago, included the following:
•noninterest expense increased due to higher advertising and promotion expense, technology, telecommunications and equipment expense, advertising and promotion expense, and personnel expense, partially offset by lower other noninterest expense;
•average deposits increased driven by growth in interest-bearing deposits, partially offset by a decline in noninterest-bearing deposits.
We maintained a strong capital and liquidity position in the first quarterhalf of 2026, which included the following:
•The allowance for credit losses (ACL) for loans of $14.4 billion at MarchJune 31,30, 2026, increased $37$70 million from December 31, 2025.
•Our provision for credit losses for loans was $1.1$2.1 billion in the first quarterhalf of 2026, compared with $925$1.9 millionbillion in the same period a year ago, and included an increase in the allowance reflecting a higher allowance for commercial and industrial and auto loans driven by higher loan balances, partially offset by a lower allowance for commercial real estate loans and lower credit card balances.loans.
•The allowance coverage for total loans was 1.41%1.40% at MarchJune 31,30, 2026, compared with 1.45% at December 31, 2025, reflecting a decrease in the allowance for our commercial real estate portfolio driven by improved credit performance.
•Commercial portfolio net loan charge-offs were $360$156 million, or 2410 basis points of average commercial loans, in firstsecond quarter 2026, compared with net loan charge-offs of $211$247 million, or 1618 basis points, in the same period a year ago, driven by higherlower losses in our commercial and industrial portfolio, partially offset by lower losses in ourand commercial real estate portfolio.portfolios.
•Consumer portfolio net loan charge-offs were $740$720 million, or 7874 basis points of average consumer loans, in firstsecond quarter 2026, compared with net loan charge-offs of $798$750 million, or 8681 basis points, in the same period a year ago, due to lower losses in our credit card and other consumer portfolios, partially offset by higher losses in our auto portfolio.
•Nonperforming assets (NPAs) of $8.8$7.9 billion at MarchJune 31,30, 2026, increaseddecreased $265$559 million from December 31, 2025, driven by higher commercial and industrial nonaccrual loans, partially offset by lower commercial real estate nonaccrual loans. NPAs represented 0.86%0.77% of total loans at MarchJune 31,30, 2026.
Wells Fargo net income for firstsecond quarter 2026 was $5.3$6.4 billion ($1.60$2.00 diluted EPS), compared with $4.9$5.5 billion ($1.39$1.60 diluted EPS) in the same period a year ago. Net income increased in firstsecond quarter 2026, compared with the same period a year ago, predominantly due to a $696$1.2 millionbillion increase in noninterest income and a $601$609 million increase in net interest income, partially offset by a $439$486 million increase in income tax expense and a $282 million increase in noninterest expense and a $203 million increase in provision for credit losses.expense.
Wells Fargo net income for the first half of 2026 was $11.7 billion ($3.60 diluted EPS), compared with $10.4 billion ($2.98 diluted EPS) in the same period a year ago. Net income increased in the first half of 2026, compared with the same period a year ago, predominantly due to a $1.9 billion increase in noninterest income and a $1.2 billion increase in net interest income, partially offset by a $721 million increase in noninterest expense and a $655 million increase in income tax expense.
Net interest income increased in both the second quarter and first quarterhalf of 2026, compared with the same periodperiods a year ago, driven by lower average deposit costs, higher loan and investment securities balances, improved results in our Corporate and Investment Banking Markets (Markets) business, and fixed rate asset repricing, partially offset by the impact of lower interest rates onand floatingbalance ratesheet assetsgrowth in our Corporate and deposit mix changes.Investment
Banking Markets (Markets) business, as well as higher interest-bearing commercial deposits, partially offset by the impact of lower interest rates on floating rate assets and lower noninterest-bearing deposits.
Net interest margin decreased in both the second quarter and first quarterhalf of 2026, compared with the same periodperiods a year ago, driven by growth in lower-yielding assets in our Markets business as well as growth in interest-bearing deposits and other short-term borrowings.deposits.
(2)Includes taxable-equivalent adjustments of $72$75 million and $77 million for the quarters ended MarchJune 31,30, 2026,2026 and 2025, respectively, and $147 million and $154 million for the first half of 2026 and 2025, respectively, predominantly related to tax-exempt income on certain loans and securities.
Deposit-related fees increased driven by higher consumer account deposit service charges due to account repricing, as well as higher commercial account deposit service charges.
Commissions and brokerage services fees increased driven by higher brokerage transaction activity.
Investment banking fees increased due to higher debt and equity underwriting fees and advisory fees, partially offset by lower debt underwriting fees.
Card fees increased driven by higher revenue following our merchant services joint venture acquisition in April 2025, as well as higher debit card interchange income. Following the acquisition, the revenue from the merchant services business has been included in card fees. Prior to the acquisition, our share of the net earnings of the joint venture was included in other noninterest income.
Mortgage banking decreased driven by:
•lower net servicing fees resulting from portfolio run-off and servicing sales, including the sale of the non-agency portion of our commercial mortgage third-party servicing business in first quarter 2025;
•lower mortgage servicing rights (MSR) valuation adjustments; and
•lower net gains on mortgage loan origination/sales driven by decreased commercial mortgage loan sales volumes.
Net losses from debt securities decreased driven by the impact of a repositioning of our investment securities portfolio in first quarter 2025.
Net gains from equity securities increased reflecting improved results from our venture capital investments, including higher realized and unrealized gains, andpartially loweroffset by higher impairment losses.
•a $253 million gain associated with our merchant services joint venture acquisition in second quarter 2025; and
•a $148 million decrease in lease income due to the sale of our rail car leasing business in first quarter 2026.
Deposit-related fees increased driven by higher consumer account deposit service charges due to account repricing.
Investment advisory and other asset-based fees increased driven by higher asset-based fees reflecting higher market valuations.
Commissions and brokerage services fees increased driven by higher brokerage transaction activity.
Investment banking fees increased due to higher equity and debt underwriting fees.
Card fees increased driven by higher debit card interchange income, as well as higher revenue following our merchant services joint venture acquisition in April 2025. Following the acquisition, the revenue from the merchant services business has been included in card fees. Prior to the acquisition, our share of the net earnings of the joint venture was included in other noninterest income.
Mortgage banking decreased driven by lower servicing fees due to portfolio run-off and servicing sales, as well as favorable mortgage servicing rights (MSR) valuation adjustments in the first half of 2025, including for higher expected escrow balances.
Net gains (losses) from debt securities increased driven by the impact of a repositioning of our investment securities portfolio in first quarter 2025.
Net gains (losses) from equity securities increased reflecting improved results from our venture capital investments, including higher realized and unrealized gains, partially offset by higher impairment losses.
Other income decreased driven by:
•a $297 million decrease in lease income due to the sale of our rail car leasing business in first quarter 2026;
•a $253 million gain associated with our merchant services joint venture acquisition in second quarter 2025.
•lower lease income due to the sale of our rail car leasing business in first quarter 2026.
Technology, telecommunications and equipment expense increased due to higher software expense, as well as higher hardware depreciation expense and higher expense for the amortization of internally developed software.
Advertising and promotion expense increased reflecting higher investments in marketing driven by increased campaign volume.
Other expense decreased reflecting:
Other•a $93 million and $180 million decrease in lease expense decreasedin reflectingthe lowersecond leasequarter and otherfirst expensehalf relatedof 2026, respectively, due to the sale of our rail car leasing business in first quarter 2026.2026; and
•lower operating losses.
The increase in the effective income tax rate forincreased in the second quarter and first quarterhalf of 2026, compared with the same periodperiods a year ago, was driven by higher pre-tax income and lower discrete tax benefits related to the resolution of prior period tax matters.
Table 6a: Consumer Banking and Lending – Income Statement and Selected Metrics (1)
(continued on following page)
(continued from previous page)
(1)In first quarter 2026, we moved the revenue, noninterest expense, loans, and deposits associated with clients who receive wealth management and financial planning services in our consumer bank branches from the Wealth and Investment Management operating segment to Consumer, Small and Business Banking. Prior period balances have been revised to conform with the current period presentation.
(7)In first quarter 2026, we moved the client assets, including advisory and other brokerage assets and deposits, associated with clients who receive wealth management and financial planning services in our consumer bank branches from the Wealth and Investment Management operating segment to Consumer, Small and Business Banking. Prior period balances have been included to conform with the current period presentation.
(11)In first quarter 2026, credit card metrics were revised to exclude co-branded cards. Prior period balances have been revised to conform with the current period presentation.
•higher net interest income reflecting lowerwider deposit pricingspreads and higher deposit and loan balancesbalances, due toincluding the impact of the transfer of certain business customers from the Commercial Banking operating segment in third quarter 2025; and
•higher card fees driven by higher revenue following our merchant services joint venture acquisition in April 2025, as well as higher debit card interchange income; and
•higher deposit-related fees reflectingdriven repricingby onhigher volume and higher consumer accounts;account deposit service charges driven by account repricing.
•lower mortgage banking income driven by lower net servicing fees resulting from portfolio run-off and servicing sales and lower MSR valuation adjustments.
Provision for credit losses increased reflectingreflected a higher change in allowance for Consumer,credit Small and Business Bankingcard and auto loans driven by higher loan balances, partially offset by lower net charge-offs on credit card and personal loans.
Noninterest expense increased driven by:
•higher net interest income reflecting wider deposit spreads and higher deposit and loan balances, including the impact of the transfer of certain business customers from the Commercial Banking operating segment in third quarter 2025;
Management's Discussion & Analysis (MD&A)
Not available: the section could not be located automatically in both filings (non-standard layout or incorporated by reference). See the original filing. Open the filing on SEC.gov.
WFC insider buying and selling (Form 4)
Form 4 filings since 2026-04-11: 0 open-market purchases and 0 open-market sales, across 3 filings with stock transactions. Awards, option exercises, tax withholding and gifts are listed but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-07-15 | Flowers Derek A. |
Gift | 67,966 | — | — |
| 2026-07-15 | Flowers Derek A. |
Gift | 67,966 | — | — |
| 2026-06-15 | Rosenberg Jason M. |
Option exercise | 17,218 | — | — |
| 2026-06-15 | Rosenberg Jason M. |
Shares withheld for tax | 8,079 | $83.73 | $676.5K |
| 2026-05-14 | Craver Theodore F Jr |
Gift | 89 | — | — |
| 2026-05-14 | Craver Theodore F Jr |
Gift | 89 | — | — |
Well-known investors holding WFC (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Dodge & Cox | 2026-06-30 | 31,328,076 | $2.6B | 1.36% | Added 1% |
| Harris Associates (Oakmark Funds) | 2026-06-30 | 10,892,476 | $900.2M | 1.2% | Reduced 1% |
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 10,749,836 | $888.4M | 0.31% | Added 274% |
| D. E. Shaw & Co. | 2026-06-30 | 8,575,688 | $708.7M | 0.44% | Added 282% |
| Davis Selected Advisers (Chris Davis) | 2026-06-30 | 8,008,728 | $661.9M | 2.84% | Reduced 2% |
| Two Sigma Investments | 2026-06-30 | 7,266,171 | $600.5M | 0.45% | Added 359% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 6,738,530 | $556.9M | 0.32% | Added 199% |
| PRIMECAP Management | 2026-06-30 | 6,712,022 | $554.7M | 0.33% | Reduced 13% |
| Millennium Management (Israel Englander) | 2026-06-30 | 4,748,679 | $392.4M | 0.27% | Added 34% |
| Point72 Asset Management (Steve Cohen) | 2026-06-30 | 1,698,256 | $140.3M | 0.21% | New position |
| Bridgewater Associates | 2026-06-30 | 1,145,854 | $94.7M | 0.39% | Added 22% |
| Tweedy, Browne | 2026-06-30 | 497,011 | $41.1M | 3.11% | Reduced 4% |
| First Eagle Investment Management | 2026-06-30 | 25,741 | $29.8M | 0.05% | No change |
| Markel Group (Tom Gayner) | 2026-06-30 | 204,450 | $16.9M | 0.13% | No change |
| Gotham Asset Management (Joel Greenblatt) | 2026-06-30 | 203,780 | $16.8M | 0.04% | Added 150% |
| Yacktman Asset Management | 2026-06-30 | 104,803 | $8.7M | 0.11% | Added 4% |
| Renaissance Technologies | 2026-06-30 | 75,567 | $6.2M | 0.01% | Added 126% |
| Gardner Russo & Quinn (Tom Russo) | 2026-06-30 | 7,451 | $615.8K | 0.01% | No change |
| Millennium Management (Israel Englander) | 2026-06-30 | 156,000 | $181.7K | 0.0% | New position |