WELLS FARGO & COMPANY/MN0000072971falseNYSE5.85% Fixed-to-Floating Rate Non-Cumulative Perpetual Class A Preferred Stock, Series Q6.625% Fixed-to-Floating Rate Non-Cumulative Perpetual Class A Preferred Stock, Series RDecember 20, 202200000729712022-12-202022-12-200000072971us-gaap:CommonStockMember2022-12-202022-12-200000072971wfc:A7.5NonCumulativePerpetualConvertibleClassAPreferredStockSeriesLMember2022-12-202022-12-200000072971wfc:FixedtoFloatingRate5.85NonCumulativePerpetualClassAPFDStockSeriesQMember2022-12-202022-12-200000072971wfc:FixedtoFloatingRate6.625NonCumulativePerpetualClassAPFDStockSeriesRMember2022-12-202022-12-200000072971wfc:NonCumulativePerpetualClassAPreferredStockSeriesYMember2022-12-202022-12-200000072971wfc:NonCumulativePerpetualClassAPreferredStockSeriesZMember2022-12-202022-12-200000072971wfc:NonCumulativePerpetualClassAPreferredStockSeriesAAMember2022-12-202022-12-200000072971wfc:NonCumulativePerpetualClassAPreferredStockSeriesCCMember2022-12-202022-12-200000072971wfc:NonCumulativePerpetualClassAPreferredStockSeriesDDMember2022-12-202022-12-200000072971wfc:GuaranteeofMediumTermNotesSeriesAdueOctober302028ofWellsFargoFinanceLLCMember2022-12-202022-12-20
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): December 20, 2022
WELLS FARGO & COMPANY
(Exact name of registrant as specified in its charter)
Delaware
001-02979
No.
41-0449260
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
420 Montgomery Street, San Francisco, California94104
(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-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
Trading Symbol
Name of Each Exchange on Which Registered
Common Stock, par value $1-2/3
WFC
New York Stock
Exchange
(NYSE)
7.5% Non-Cumulative Perpetual Convertible Class A Preferred Stock, Series L
WFC.PRL
NYSE
Depositary Shares, each representing a 1/1000th interest in a share of 5.85% Fixed-to-Floating Rate Non-Cumulative Perpetual Class A Preferred Stock, Series Q
WFC.PRQ
NYSE
Depositary Shares, each representing a 1/1000th interest in a share of 6.625% Fixed-to-Floating Rate Non-Cumulative Perpetual Class A Preferred Stock, Series R
WFC.PRR
NYSE
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series Y
WFC.PRY
NYSE
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series Z
WFC.PRZ
NYSE
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series AA
WFC.PRA
NYSE
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series CC
WFC.PRC
NYSE
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series DD
WFC.PRD
NYSE
Guarantee of Medium-Term Notes, Series A, due October 30, 2028 of Wells Fargo Finance LLC
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 8.01. Other Events.
On December 20, 2022, Wells Fargo & Company (the “Company”) issued a news release announcing it had reached a broad-reaching settlement with the Consumer Financial Protection Bureau (“CFPB”) resolving multiple matters, the majority of which have been outstanding for several years, related to automobile lending, consumer deposit accounts, and mortgage lending. As part of the settlement, the Company entered into a consent order (the “2022 Consent Order”) and agreed to pay a civil penalty of $1.7 billion. In addition, the CFPB modified its April 20, 2018 consent order (the “Modification to 2018 Consent Order”) to clarify how and when the April 20, 2018 consent order will terminate.
The Company expects operating losses expense, which is included in its noninterest expense, will be approximately $3.5 billion (approximately $2.8 billion, net of tax) for the three months ending on December 31, 2022. This includes, among other things, the incremental costs of the CFPB civil penalty and approximately $350 million related to new customer redress specified in the 2022 Consent Order as well as amounts related to outstanding litigation matters and other customer remediation. The Company’s full fourth quarter financial results will be reported on January 13, 2023.
Copies of the news release, 2022 Consent Order, and Modification to 2018 Consent Order are included as Exhibits 99.1, 99.2, and 99.3 to this report and are incorporated by reference into this Item 8.01.
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.