WFC Wells Fargo 10-K 2025-12-31 section summaries

Business overview

Wells Fargo was the fourth-largest U.S. bank holding company by assets at December 31, 2025. It had approximately $2.1 trillion in assets, $986.2 billion in loans, $1.4 trillion in deposits, and $181.1 billion in stockholders’ equity. Its principal subsidiary, Wells Fargo Bank, N.A., held $1.8 trillion of assets, or 85% of the Company’s total.

The Company provides U.S.-centered consumer and commercial banking, lending, mortgage, wealth-management, investment-banking, capital-markets and related financial services. Its four reportable segments are Consumer Banking and Lending; Commercial Banking; Corporate and Investment Banking; and Wealth and Investment Management.

At year-end 2025, Wells Fargo employed approximately 205,000 people, about 76% of them in the U.S. It invested approximately $200 million in employee learning and development during 2025, including risk and regulatory compliance, leadership development and early-talent programs.

Regulation, remediation and business constraints

Wells Fargo operates under extensive supervision by U.S. banking and other regulators, including the Federal Reserve, OCC, FDIC, CFPB, SEC and CFTC. The Federal Reserve removed the asset-growth limitation imposed under its 2018 consent order on June 3, 2025, but the order’s remaining provisions continue in effect. Separately, in September 2024, Wells Fargo Bank entered into an OCC formal agreement requiring improvements to anti-money-laundering and sanctions risk management. These developments leave continuing remediation and compliance obligations despite the removal of the growth cap.

Regulatory requirements include risk-based capital, leverage and supplementary-leverage, liquidity, stress-testing, resolution-planning and total loss-absorbing capacity (TLAC) standards; the Company also faces a G-SIB surcharge. Regulators can change or reinterpret requirements, require capital adjustments, or restrict dividends, repurchases, growth, activities or acquisitions. Failure to satisfy capital or safety-and-soundness standards can lead to corrective action. Annual capital plans and stress tests also affect capital distributions.

Resolution-plan deficiencies could prompt stricter capital, leverage or liquidity requirements, activity or growth limits, or required divestitures. Wells Fargo’s single-point-of-entry plan would place the Parent into resolution, but regulators are not bound to follow it in an actual failure. Under orderly liquidation authority, creditor claims and priorities may differ from bankruptcy, and security holders may bear losses before taxpayers.

The Support Agreement shifts significant Parent assets—including most cash, deposits, liquid securities and intercompany loans—to an intermediate holding company (IHC), which must provide capital or liquidity to the Bank and designated entities in financial distress. In ordinary conditions, IHC subordinated notes, a committed credit line and dividends are intended to help the Parent meet debt service, dividend, repurchase and other obligations. If specified capital or liquidity triggers are breached, or the Parent’s board authorizes bankruptcy, the notes are forgiven, the credit line terminates and IHC dividends may be restricted. These provisions could sharply weaken Parent liquidity and debt-service capacity and cause bankruptcy to occur earlier than otherwise.

The Parent relies materially on subsidiary dividends to pay its own dividends and debt. Those distributions may require regulatory approval or be restricted as unsafe or unsound, under capital and stress-test rules, or by risk, liquidity and Support Agreement triggers. Such limits could constrain shareholder returns and the Parent’s ability to meet obligations. FDIC assessments fund the Deposit Insurance Fund, which targets a 2% designated reserve ratio; special assessments may cover failed-bank resolution losses. Termination of deposit insurance at a subsidiary could trigger significant deposit outflows and harm liquidity and earnings.

Other regulatory exposures include required Company- and Bank-level recovery plans, with deficiencies potentially resulting in fines, restrictions or divestitures. In October 2025, the OCC proposed rescinding its recovery-planning guidelines. The CFPB’s October 2024 personal financial data-rights rule provides for consumer and authorized third-party access to customer data, potentially increasing fraud, misuse and competition risks; a federal court stayed the compliance deadline in October 2025 pending CFPB reassessment. Consumer products remain subject to complex federal and state requirements, including mortgage, credit-card, fee, fair-lending and servicing oversight. Privacy, consumer-protection, governance and financial-reporting rules, as well as derivatives regulation, impose further obligations. Changes in fiscal or monetary policy can also affect loan and deposit availability and interest rates, influencing business and earnings.

Competition and industry change

Wells Fargo competes with banks and traditional financial institutions, as well as investment managers, brokerage firms, private equity and private credit firms, and financial-technology companies. Some competitors may operate with lower costs or fewer regulatory constraints. Digital finance, cryptocurrencies, stablecoins, tokens and distributed-ledger payment, clearing and settlement systems could change how financial services are delivered, reduce reliance on banks and intermediaries, and potentially diminish bank deposits; their adoption and competitive effects will depend partly on evolving regulation.

The 2025 Annual Report to Shareholders’ “Financial Review” and “Financial Statements” are incorporated by reference.

Financial statements and schedules

Wells Fargo’s 2025 consolidated financial statements and the independent auditor’s report are incorporated by reference from its 2025 Annual Report to Shareholders, filed as Exhibit 13. No separate financial-statement schedules are presented because the schedules are included in the financial statements or notes, are inapplicable, or are not required. This section contains no financial results, balance-sheet metrics, or operating-performance data.

Exhibits and signatures

Updated compensation materials filed with the 2025 Form 10-K include forms of performance-share and restricted-share award agreements for grants beginning January 26, 2026; the Bonus Plan, as amended effective January 1, 2026; and the non-employee director compensation program, effective April 1, 2026. The exhibit list also references CEO-specific restricted-share and stock-option awards dated July 29, 2025. These exhibits reflect updated incentive and director compensation arrangements, but provide no compensation amounts or dilution data.

The filing also includes lists of subsidiaries and subsidiary guarantors, the auditor’s consent, and executive certifications. The CEO, CFO, and principal accounting officer signed the Form 10-K on February 24, 2026. This exhibit-and-signature section discusses no material business risks, industry developments, or financial changes.

Wells Fargo — 2025 results

Wells Fargo’s earnings improved in 2025, led by higher noninterest income and lower credit costs. Revenue rose 2%, while net interest income remained slightly lower than in 2024. The efficiency ratio was unchanged at 66%.

Consolidated results

Noninterest income continued to grow, increasing 5% in 2025 after rising from 2023. Noninterest expense edged higher as technology, telecommunications, equipment, and personnel costs increased; lower operating losses partly offset those costs. Income tax expense also rose.

Balance sheet and credit

Period-end assets increased 11%, loans grew 8%, and deposits rose 4%. Average loan growth was driven mainly by commercial and industrial lending, partly offset by declines in commercial real estate and residential mortgages. Average deposits increased as noninterest-bearing balances grew, partly offset by lower interest-bearing deposits.

Credit costs improved, particularly in commercial real estate. Commercial net charge-offs declined to $1.0B, or 19 basis points of average commercial loans, from $1.5B, or 29 basis points, mainly reflecting lower office-property losses. Consumer net charge-offs fell to $3.0B, or 79 basis points, from $3.2B, or 85 basis points, driven by lower auto and other consumer losses. Despite lower charge-offs, nonperforming assets increased $567M to $8.5B, primarily because of higher commercial and industrial nonaccrual loans.

Returns, capital and liquidity

Capital and liquidity ratios remained above the stated regulatory minimums, although the reported ratios declined year over year. The CET1 decline occurred as risk-weighted assets increased.

Wells Fargo — FY2025 results and segment performance

Wells Fargo’s FY2025 revenue increased 1.7% to $83.699B. Net income rose to $21.338B from $19.722B, and diluted EPS increased to $6.26 from $5.37. Higher noninterest income and a lower provision for credit losses drove the earnings increase, partly offset by higher taxes and noninterest expense.

Consolidated results

Taxable-equivalent net interest income declined to $47.787B from $48.016B, while net interest margin fell to 2.64% from 2.73%; the taxable-equivalent spread increased to 1.97% from 1.92%. Lower rates reduced floating-rate asset income, and deposit mix also weighed on NII. Lower deposit costs, fixed-rate asset repricing, higher debt-security and loan balances, and improved Markets results partly offset those pressures. Average interest-earning assets grew to $1.812T from $1.756T, but their yield fell to 4.84% from 5.19%; average interest-bearing liabilities increased to $1.386T from $1.318T as their cost declined to 2.87% from 3.27%.

Noninterest income grew 5%, led by investment advisory and asset-based fees, investment banking, card fees and mortgage banking. Other income included a $263M gain on the sale of the non-agency commercial-mortgage servicing business and a $253M gain related to the merchant-services acquisition. Lower trading gains and equity-securities gains partly offset growth. Expense was nearly flat: higher technology costs and personnel compensation were largely offset by lower customer-remediation costs and regulatory charges. The effective tax rate increased to 15.2% from 14.7%, reflecting higher pretax income and lower discrete tax benefits.

Segment performance

Consumer’s revenue and earnings benefited from higher card activity and the merchant-services acquisition, while provision declined to $3.362B from $3.561B. Auto originations rose 80% to $30.5B and card purchase volume increased 9% to $186.0B. Period-end Consumer loans were $332.481B versus $321.430B and deposits were $790.962B versus $783.490B. Digital active customers reached 37.2M from 36.0M. In Q3, about $8B of loans and $6B of deposits associated with certain business customers moved from Commercial Banking to Consumer, affecting segment comparisons.

Commercial Banking revenue and NII fell for a second consecutive year: revenue was $12.778B in FY2024 versus $13.449B in FY2023, while NII declined from $10.034B in FY2023 to $9.096B in FY2024 and $7.902B in FY2025. Lower rates and customer transfers weighed on NII; lower deposit pricing and higher balances provided some offset. Expenses declined 2%.

CIB revenue was broadly stable, as higher investment-banking fees and the servicing-business sale gain partly offset lower NII and trading gains. CIB NII declined from $9.498B in FY2023 to $7.935B in FY2024 and $7.557B in FY2025. Period-end trading-related assets rose 50% to $398.491B from $265.316B, including trading assets excluding derivative assets of $205.356B versus $147.514B and resale agreements/securities borrowed of $170.661B versus $96.470B. Segment assets increased to $787.751B from $597.278B.

WIM benefited from higher market valuations and greater deposit and loan balances. Client assets rose 9% to $2.509T from $2.293T. Advisory assets ended FY2025 at $1.1271T versus $997.7B; market impact was $129.6B and net outflows were $0.2B, compared with $113.2B of market impact and $6.6B of net outflows in FY2024. Its asset-based fee revenue remains exposed to market valuations and client flows.

Corporate’s net loss narrowed as debt-security losses, FDIC assessments, remediation costs and personnel expenses declined; 2025 results included the merchant-services gain. Its available-for-sale debt securities increased to $205.670B from $154.397B, while held-to-maturity securities declined to $204.811B from $231.892B.

The announced rail-car leasing business sale closed January 1, 2026, reducing balance-sheet assets by $5.3B ($1.0B finance leases and $4.3B operating lease assets held for sale). Management expects annual noninterest expense to fall by about $400M, offset by a similar reduction in noninterest income. Wells Fargo also made fourth-quarter 2025 presentation reclassifications, revising prior-period figures to conform.

Balance sheet and funding

Total assets were $2.1 trillion at December 31, 2025, an increase of $218.8 billion from December 31, 2024.

Debt securities

The portfolio’s net unrealized losses narrowed, primarily reflecting interest-rate changes. Holdings were predominantly liquid, high-quality U.S. Treasury, federal agency and agency MBS securities; 99% were rated AA− or above at year-end 2025. AFS securities are carried at fair value and can provide funding or be rebalanced for liquidity and interest-rate risk. HTM securities are carried at amortized cost, net of credit-loss allowance, and Wells Fargo says it intends to hold them to maturity.

Loans

Total loans grew $73.422 billion (8%). Commercial loans rose $65.736 billion (12%), driven by commercial and industrial originations and draws, partly offset by paydowns. Consumer loans increased $7.686 billion (2%): auto, securities-based lending and credit cards grew, while residential mortgages declined.

Contractual maturities were $334.882 billion within one year, $395.977 billion after one through five years, $135.290 billion after five through fifteen years, and $120.018 billion after fifteen years. Of loans due after one year, $259.382 billion had fixed rates and $391.903 billion had floating or variable rates. Credit card loans of $59.540 billion are classified as due within one year based on contractual repayment timing.

Deposits

Deposits rose $54.403 billion (4%), but the mix shifted toward interest-bearing balances: those deposits increased $72.651 billion (7%), while noninterest-bearing deposits fell $18.248 billion (5%). Growth reflected higher consumer brokerage deposits in WIM, commercial deposits from new and existing customers, and corporate-treasury-issued CDs. The average deposit cost declined year over year in Q4.

Estimated deposits above FDIC insurance limits or otherwise uninsured increased to $600 billion at year-end 2025 from $550 billion a year earlier, a material funding and liquidity sensitivity. Uninsured time deposits were $28.891 billion—$25.744 billion domestic and $3.147 billion non-U.S. Of that amount, $14.003 billion matured within three months and $28.426 billion within twelve months. Wells Fargo cites its securities portfolio as a potential source of funding, including under market stress.

Off-balance-sheet arrangements

Wells Fargo’s off-balance-sheet arrangements include unfunded credit commitments, derivatives, transactions with unconsolidated entities, guarantees, and other commitments. They support customer financing and risk-management needs and diversify funding, while exposing the bank to credit, market, liquidity, and contingent-payment risks that may not be fully reflected in balance-sheet amounts.

• Unfunded credit commitments are legally binding lending agreements. Actual credit exposure is generally below the contractual amount because commitments may expire unused or be cancelled at the customer’s request. Wells Fargo monitors their amounts and their size and maturity structure.
• Derivatives are recorded on the balance sheet at fair value. Notional amounts generally are not exchanged; they provide the basis for calculating payments and, by themselves, are not a meaningful measure of risk. Wells Fargo uses derivatives to manage interest-rate, credit, and foreign-currency risks and to meet customer needs.
• Transactions with special purpose entities occur both on and off the balance sheet. These entities are generally formed for securitizations and often are considered variable interest entities.
• Guarantees and other commitments include standby and direct-pay letters of credit, written options, recourse obligations, exchange and clearing-house guarantees, indemnifications, and commitments to purchase securities under resale agreements.

Related details are addressed in the filing’s notes on loans and credit losses, derivatives, securitizations and variable interest entities, and guarantees and other commitments.

Risk management and governance

Wells Fargo integrates risk management with strategy and capital planning. The Board reviews the Company’s aggregate risk profile and appetite and approves the Statement of Risk Appetite at least annually. The Board Risk Committee oversees the risk framework; the CRO reports functionally to that committee and administratively to the CEO. The three lines of defense are the Front Line, which manages risks arising from its activities; Independent Risk Management (IRM), which provides independent oversight and challenge; and Internal Audit, which provides independent assurance. The CEO/CRO-co-chaired Enterprise Risk & Control Committee oversees enterprise risks, controls, escalations, and significant changes to risk appetite.

The Company identifies operational, cybersecurity and information security, third-party, compliance and financial-crimes, conduct, model, strategic, and credit risks. Cyber threats—including ransomware, phishing, credential attacks, and attacks on online and cloud infrastructure—could disrupt operations, expose data, and damage reputation or financial performance. Wells Fargo describes investments in monitoring, incident response, assessments, training, and controls over third-party security. Compliance and conduct risks include failures to meet legal, regulatory, policy, or ethical requirements.

Credit portfolio and asset quality

Loans grew 8.0% year over year to $986.167B. The largest commercial growth was in C&I, particularly financials-except-banks; CRE and residential mortgage balances declined.

Financials-except-banks exposure was $208.117B, up from $156.831B, primarily reflecting increased originations and draws, partly offset by paydowns; commitments were $323.250B versus $255.576B. Total C&I and lease-financing commitments were $913.521B versus $799.642B. Non-U.S. loans rose to $86.7B (about 9% of loans) from $67.9B (7%); the U.K. was the largest country exposure at $33.233B. CRE declined as paydowns exceeded originations. Office loans fell to $21.958B from $27.380B, including $2.461B of nonaccrual loans; the Company cites weakened office demand and continued monitoring. Criticized CRE mortgage loans declined to $13.4B from $17.8B.

Credit quality improved on several aggregate measures, although commercial nonaccruals increased. Residential mortgage balances declined mainly from paydowns; credit card growth reflected higher purchase volume and new accounts, while auto growth reflected originations exceeding paydowns.

Commercial nonaccruals increased to $5.266B from $4.618B, while consumer nonaccruals declined to $2.935B from $3.112B. Despite higher total nonaccrual balances, nonaccruals as a share of loans improved. FY commercial net charge-offs declined to $1.033B (0.19%) from $1.535B (0.29%), chiefly due to lower CRE office losses; consumer net charge-offs fell to $2.961B (0.79%) from $3.237B (0.85%). FY credit-card charge-offs were $2.426B (4.31%) versus $2.455B (4.58%); auto charge-offs were $204M (0.46%) versus $356M (0.80%).

The $14.337B total ACL included $13.797B for loan losses and $540M for unfunded commitments, compared with $14.183B and $453M, respectively, in 2024. The allowance-to-net-charge-offs ratio improved to 3.45x from 2.97x; allowance-to-nonaccrual loans declined to 1.68x from 1.83x. Management considered the ACL appropriate but noted sensitivity to economic forecasts, portfolio mix, and credit quality. Its weighted forecasts reflected trade-policy uncertainty, inflation, slower growth, rising unemployment, and falling CRE prices. The Company’s credit controls include centralized oversight, underwriting and portfolio review, and re-underwriting for restructurings or extensions.

Interest-rate and trading risks

Estimated next-12-month NII sensitivity indicates more downside than upside under parallel rate shocks. Estimates exclude Markets trading NII; the presentation was changed in Q1 2025 to exclude that sensitivity, with prior figures revised for comparability.

The modeled benefit when rates rise reflects assets repricing faster and more than liabilities; falling rates have the opposite effect. Outcomes depend on balance-sheet composition, deposit pricing and migration, and other assumptions. Rising rates can also reduce AFS securities’ fair value, lowering AOCI and regulatory capital. Mortgage servicing rights and origination income have offsetting, potentially lagged rate exposures; Wells Fargo hedges residential MSRs, but hedge results may not fully match the exposures.

Average one-day, 99% Trading General VaR was $30M in 2025 versus $29M in 2024. Average VaR by category was credit $19M/$35M, interest rate $5M/$32M, equity $21M/$20M, commodity $3M/$3M, and foreign exchange $5M/$1M. Diversification reduced average VaR by $23M versus $62M. VaR assumes a one-day horizon and 99% confidence; the Company supplements it with sensitivity analysis and stress testing. In Q2 2025, category allocation changed to assign each position to one primary risk category; the underlying model was unchanged.

Liquidity, funding, and ratings

The Company manages liquidity through stress testing, Board-approved guidelines, and a contingency funding plan. Its LCR remained above the 100% minimum; the decline reflected projected outflows growing faster than HQLA.

Available liquidity was $872.153B at year-end 2025 versus $891.739B a year earlier, comprising $499.455B of primary liquidity and $372.698B of contingent liquidity. Separately, borrowing capacity at the Federal Reserve Discount Window and FHLB was approximately $623.0B. Loans were 69% of deposits, up from 67%. Long-term debt was $174.712B versus $173.078B; Wells Fargo issued $9.9B of additional long-term debt in January and February 2026. The Company was compliant with the NSFR at year-end. No rating-agency actions occurred in Q4; the filing notes downgrades could increase collateral or funding demands on certain derivatives and adversely affect liquidity and operations.

Capital position and regulatory requirements

Wells Fargo’s regulatory capital dollars increased slightly in 2025, but its capital ratios declined under the binding Standardized Approach as risk-weighted assets (RWAs) grew. The Advanced Approach ratios were higher, though they also declined year over year.

The minimum ratios to avoid restrictions on capital distributions and discretionary bonuses were 8.50% for CET1, 10.00% for Tier 1 capital, and 12.00% for total capital.

Standardized RWAs rose $78.463B, driven by an $86.883B increase in credit-risk RWAs, partly offset by an $8.420B decline in market-risk RWAs. Advanced RWAs rose $27.516B: credit-risk RWAs increased $58.699B, while operational-risk RWAs fell $22.763B and market-risk RWAs fell $8.420B. Different eligible allowance treatment contributed to the gap between approaches: qualifying Tier 2 allowance for credit losses was $14.659B under Standardized versus $4.594B under Advanced at year-end 2025.

CET1 capital increased $2.758B during 2025. Net income applicable to common stock added $20.285B; common dividends reduced capital by $5.442B; common stock issued, repurchased, and stock-compensation-related items reduced it by $16.349B; and changes in accumulated other comprehensive income added $5.503B. Other listed reductions included $750M for certain identifiable intangible assets and $835M of other items.

Tangible equity and shareholder capital returns

TCE was calculated from common stockholders’ equity of $164.651B, less $24.967B of goodwill, $823M of identifiable intangible assets other than mortgage servicing rights, and $705M of goodwill and other intangibles in consolidated venture-capital investments, with a $1.063B deferred-tax adjustment added back. For context, TCE was $141.193B, shares outstanding were 3,598.9M, and tangible book value per share was $39.23 in 2023; net income applicable to common stock was $17.982B and ROTCE was 13.13%.

During 2025, Wells Fargo issued $1.1B of common stock, substantially all for employee compensation and benefits; repurchased 221M shares for $17.7B; and paid $6.5B in common and preferred dividends. The April 2025 authorization permits up to $40B in common-stock repurchases, with approximately $29.8B of authority remaining at year-end. Repurchases may occur at varying prices without advance public notice, may be suspended at any time, and are subject to earnings, balance-sheet needs, capital requirements, stress-test results, market conditions, and regulatory considerations. Purchases from employee benefit plans to accommodate employee preferences count against the authorization.

Leverage, loss-absorbing capacity, and regulatory developments

At December 31, 2025, the supplementary leverage ratio (SLR) was 6.23%, based on Tier 1 capital of $153.567B and total leverage exposure of $2,466.623B; the Tier 1 leverage ratio was 7.48%. Each insured depository institution exceeded its minimum SLR of 6.00% and Tier 1 leverage ratio of 5.00%.

The stress capital buffer was 2.50% for October 1, 2025–September 30, 2026. In February 2026, the Federal Reserve said the existing buffer would remain in effect through September 30, 2027, pending proposed stress-testing updates. Wells Fargo’s G-SIB surcharge remained 1.50% in 2026; it is recalculated annually, with increases taking effect after two calendar years and decreases the following year. The countercyclical buffer was 0.00% at year-end 2025.

A November 2025 rule changing leverage-buffer and TLAC calculations becomes effective April 1, 2026; Wells Fargo intends to adopt it early, on January 1, 2026. A separate 2023 proposal to modify eligible long-term-debt calculations could reduce TLAC ratios. The company also notes that financial-services regulation and oversight may affect how it operates and increase compliance costs.

Critical accounting estimates and valuation risks

Wells Fargo identifies five critical accounting policies involving significant management judgment: the allowance for credit losses (ACL), fair value, income taxes, liabilities for legal actions, and goodwill impairment. Changes in assumptions or new information in these areas could materially affect reported results.

Allowance for credit losses

The ACL covers loans and unfunded commitments, held-to-maturity (HTM) and available-for-sale (AFS) debt securities, other financial assets at amortized cost, lease investments, and certain other off-balance-sheet exposures. It excludes loans measured at fair value and loans held for sale. Loan and HTM estimates reflect expected losses over the remaining contractual term. For AFS securities, the ACL is based on discounted cash flows and is capped at the difference between amortized cost and fair value.

Key judgments include economic forecasts and the weighting of scenarios, credit ratings, model design and overlays, collateral values, contractual lives, and qualitative risk factors. The current initial forecast period is two years; reversion toward long-term loss averages may take up to a further two years. Changes in these assumptions can materially affect provisions for credit losses and net income.

At December 31, 2025, applying a 100% weight to a more severe downside scenario would hypothetically increase the loan ACL by $5.9 billion. This is a sensitivity analysis, not management’s expected-loss estimate: it excludes debt-security and other-financial-asset ACL and does not incorporate qualitative factors in the existing loan ACL, which could raise or lower the result. Actual losses would also depend on portfolio balances and credit quality, and economic conditions may affect portfolios and geographies differently.

Fair value measurements

Recurring-fair-value assets and liabilities, including their Level 3 portions, were:

Level 3 amounts are before derivative netting adjustments. Valuation uncertainty increases when markets are illiquid or observable inputs are limited, requiring greater reliance on internal models and judgment. Residential mortgage servicing rights (MSRs), Wells Fargo’s most significant Level 3 asset, are carried at fair value through earnings. Their valuations depend on unobservable assumptions, including discount rates, prepayment rates (including expected defaults), and servicing costs; these assumptions can change with mortgage rates and market conditions.

Other material estimates

Tax estimates involve complex interpretations of tax law that may be disputed. Quarterly updates related to legal or regulatory developments, tax planning, or the resolution of tax controversies may materially affect results. Legal-action liabilities are accrued when a loss is probable and estimable, but actual costs may differ substantially because proceedings are uncertain and outcomes may not have been anticipated.

Goodwill impairment

Wells Fargo concluded that goodwill was not impaired as of December 31, 2025: each reporting unit’s estimated fair value exceeded its carrying amount by a significant amount. In aggregate, reporting-unit fair value also exceeded the company’s market capitalization, which Wells Fargo attributed in part to an overall control premium.

The assessment used discounted forecast cash flows—including terminal value and a CAPM-derived cost of equity—and valuation multiples from selected public comparables, including price-to-earnings and price-to-tangible-book-value ratios. The conclusion remains sensitive to forecasts, discount rates, market conditions, and adverse business or regulatory developments. Weaker revenue generation, materially higher credit losses or other expenses, materially higher discount rates, or adverse regulatory actions could result in material goodwill impairment at a reporting unit in a future period.

Accounting developments

Wells Fargo is evaluating six issued but not-yet-effective FASB accounting updates. Early adoption is permitted for all six. The company does not currently expect any to materially affect its consolidated financial statements, except that it is still evaluating the disclosure impact of ASU 2024-03.

Forward-Looking Statements

Wells Fargo’s forward-looking statements address its expected financial performance, expenses and efficiency, credit losses and allowances, net interest income and margin, loan growth, capital and liquidity, legal and regulatory outcomes, dividends and share repurchases, returns, taxes, sustainability commitments, and business strategy. They reflect current assumptions and are not guarantees; actual results may differ materially.

Key risks include economic weakness, falling housing or commercial real estate prices, unemployment, fiscal and geopolitical developments, trade policy, and slower global growth. Changes in regulatory capital and liquidity requirements—and Wells Fargo’s ability to generate or raise capital—may also affect results. Interest-rate movements, deposit levels, and changes in the mix of assets and liabilities can alter funding costs and net interest margin. Market disruption could increase funding costs, constrain loan sales or securitizations, and reduce asset values; weaker equity markets could lower investment-banking and wealth-management fees.

Legislative, regulatory, litigation, and compliance matters may increase costs, fines, restrictions, and reputational harm. Customer-harm remediation may create additional legal, operational, compliance, customer-retention, and staffing effects. Other risks include cyberattacks or failures affecting Wells Fargo or third-party providers; difficulties executing business and expense plans; and tax-law changes or discrete items that affect the effective tax rate.

Future dividends and share repurchases are not assured. Their timing and amounts depend on earnings, cash needs, financial condition, customer activity, capital requirements and target capital structure, supervisory stress-test results, market conditions, and legal and regulatory considerations, including Federal Reserve capital-plan requirements. Distributions may require regulatory approval or be subject to conditions.

Wells Fargo may provide forward-looking non-GAAP targets, including return on average tangible common equity and net interest income excluding Markets. It says it cannot reconcile these targets to GAAP without unreasonable effort because future amounts and timing are difficult to forecast, and the unavailable reconciliation information could be significant. The company undertakes no general obligation to update forward-looking statements.

Wells Fargo — Risk Factors

Wells Fargo’s results and financial condition are exposed to changes in the U.S. economy, credit conditions, interest rates, markets, regulation, and customer behavior. The company’s scale in U.S. consumer, commercial, and commercial real estate (CRE) lending makes economic deterioration, borrower stress, falling property values, higher unemployment, inflation, or refinancing pressure potential sources of increased defaults, provisions, and charge-offs. Although management considered the allowance for credit losses appropriate at December 31, 2025, it may not cover future losses; increases would reduce earnings. Credit concentrations by borrower, industry, loan type, or geography can amplify losses. California is Wells Fargo’s largest banking state by loans, exposing it to local economic, real-estate, and natural-disaster risks. CRE exposure is vulnerable to higher rates, weaker property values, refinancing difficulties, and reduced office demand. Deterioration abroad may affect international borrowers and the U.S. economy, while retained nonconforming residential mortgages are exposed to housing and economic weakness.

Economic and market conditions also affect loan demand, funding costs, and fee businesses. Weak markets can reduce asset-management fees and brokerage activity and impair investment banking, underwriting, advisory, venture capital, and trading results. Changes in rates, yield curves, spreads, and the mix of assets and funding can materially affect net interest income, margins, earnings, and other comprehensive income. Funding costs may rise faster than asset yields; prolonged low rates can constrain reinvestment income, while high rates can curb borrowing, increase deposit costs, and strain borrowers. Flat or inverted curves may pressure margins. Wells Fargo does not hedge all interest-rate exposure, and hedges may be ineffective or reduce income. Rate, spread, foreign-exchange, equity, commodity, and volatility movements can produce trading and securities gains or losses; marketable equity-security fluctuations affect earnings, and private-equity or venture-capital investments may incur impairments. Benchmark-rate transitions, including changes affecting SOFR-linked instruments, can create valuation, hedging, operational, legal, and compliance risks.

Deposits are Wells Fargo’s primary low-cost funding source, supplemented by secured borrowing, asset sales or securitizations, and capital markets. Market disruption, loss of confidence, negative news, competition for deposits, or customers shifting funds to higher-yielding alternatives may increase funding costs or trigger outflows. The early-2023 banking disruptions illustrate how quickly information and withdrawals—especially from uninsured or non-operational deposits—can spread. Collateral outflows, market-access constraints, repo disruption, large credit-line draws, regulatory changes, or difficulty selling assets could further strain liquidity. U.S. debt-limit concerns or sovereign downgrades could affect government-security values and collateral capacity.

The Parent depends substantially on subsidiary dividends and other distributions for debt service and shareholder dividends, but legal, regulatory, and contractual restrictions may limit them. Under the Support Agreement, specified capital or liquidity triggers—or a Parent bankruptcy authorization—may restrict IHC dividends; transferred assets are intended to support subsidiaries in distress, while subordinated notes may be forgiven and a committed credit line terminated. The Parent also ranks behind subsidiary creditors in liquidation. A resolution plan using a single point of entry through the Parent is not binding on regulators in an actual failure; Parent shareholders and creditors could face substantial or complete losses even if subsidiary creditors recover substantially or in full. A credit-rating downgrade could raise borrowing costs, restrict market access, or trigger additional derivative collateral or funding requirements. Liquidity pressure could require equity issuance, diluting shareholders, or a reduction or suspension of the common dividend.

Extensive and evolving U.S. and international regulation can raise compliance costs, constrain products, fees, growth, and capital distributions, or require additional capital and liquidity. Capital, leverage, TLAC, liquidity, stress-testing, and capital-planning requirements may limit lending, investment, dividends, and repurchases; rule changes, growth, acquisitions, or risk-profile shifts could increase requirements, funding costs, or pressure for asset sales and business changes. Resolution- or recovery-plan deficiencies could bring further restrictions or divestiture requirements. Wells Fargo remains subject to the Federal Reserve’s February 2018 consent order covering board governance, oversight, compliance, and operational-risk management, and the OCC’s September 2024 formal agreement concerning anti-money-laundering and sanctions risk management. Remediation is ongoing; delays, repeat issues, or other compliance failures could prompt escalating penalties, business restrictions, or higher capital and liquidity requirements, and divert resources from growth.

Operational resilience is exposed to system failures, outages, cyberattacks, natural disasters, transaction surges, and disruptions at critical vendors. Wells Fargo has experienced online and mobile banking interruptions, posting delays, and customer-login difficulties. Increasingly sophisticated threats—including ransomware, phishing, denial-of-service attacks, and AI-enabled attacks—could compromise data, enable fraud, interrupt services, and generate investigation, remediation, litigation, regulatory, and reputational costs. Cloud, mobile, remote-work, geopolitical, and third-party dependencies heighten exposure; vendor indemnities and insurance may not cover losses. The company expects to continue spending on defenses. Its risk framework, controls, data, and models may fail to identify or manage every exposure; model deficiencies can lead to penalties, restrictions, higher costs, or changed capital requirements. AI may produce inaccurate, biased, or opaque outcomes, harming customers and prompting legal, regulatory, or reputational consequences. Central-counterparty clearing also exposes Wells Fargo to CCP nonperformance, assessments for member defaults, and client defaults where collateral is insufficient.

Customer-harm issues—including past automobile collateral-protection insurance practices, unused guaranteed-auto-protection agreement amounts, and retail sales practices that resulted in settlements—may lead to further remediation, customer attrition, lost revenue, legal proceedings, and reputational damage. Wells Fargo and its subsidiaries face litigation, regulatory, governmental, and arbitration matters; actual costs may exceed accruals or arise without accruals, and outcomes may restrict business or capital distributions. Conduct, governance, customer-data protection, fees, sustainability decisions, and social-media amplification can damage the shared Wells Fargo brand and customer relationships.

Execution risks include organizational, efficiency, growth, compliance, and product initiatives that consume resources or fail to deliver expected benefits. Divestitures may bring customer or employee losses and asset impairments; acquisitions may require regulatory conditions and can produce integration problems, deposit attrition, higher compliance costs, or missed synergies. Mortgage banking is rate-sensitive: rising rates generally reduce originations but can increase mortgage-servicing-rights value, while falling rates generally have the opposite effects. Changes in GSE, FHA, or VA standards, retained nonconforming loans, origination defects, loan-sale repurchase obligations, and servicing or foreclosure failures can increase credit, legal, and operating costs. Wells Fargo also faces risks in reducing its residential mortgage servicing portfolio.

Competition from banks, digital platforms, and nonbank providers may constrain pricing and shift deposits or payments toward digital assets and alternative systems, including cryptocurrencies, stablecoins, tokens, and distributed ledgers. Payment or wire-transfer disruptions can cause settlement delays and customer losses. Keeping pace with technology may require investment, lower prices, or new offerings; failure to adapt could weaken growth and customer relationships. Talent competition, compensation constraints, automation, AI-related skill needs, and union organizing may add costs and operational or reputational risk. Accounting changes and uncertain estimates—including credit losses, fair values, and goodwill impairment—may affect reported results; control weaknesses or auditor-independence issues could require remediation, restatement, or re-filing.

At December 31, 2025, the CEO and CFO concluded disclosure controls were effective, and management concluded internal control over financial reporting was effective under the COSO 2013 framework; KPMG audited that control assessment. No fourth-quarter 2025 change materially affected, or was reasonably likely to materially affect, internal control over financial reporting.

As of December 31, 2025, Wells Fargo’s auditor concluded that the company maintained effective internal control over financial reporting in all material respects, with no material weakness reported. The auditor also issued an unqualified opinion on Wells Fargo’s consolidated financial statements for 2025 and 2024 and for the three-year period ended December 31, 2025. Both opinions were dated February 24, 2026.

Wells Fargo — FY2025 financial statements and key disclosures

Consolidated results

Revenue grew 1.7% after declining 0.4% in FY2024. Higher noninterest income offset nearly flat net interest income: interest income fell to $87.314B from $90.777B, but interest expense also declined to $39.830B from $43.101B. Advisory and asset-based fees rose to $10.498B from $9.775B, investment-banking fees to $3.027B from $2.665B, and card fees to $4.589B from $4.342B. Lower provision and share repurchases supported earnings and EPS growth. Noninterest expense was nearly flat, with personnel expense increasing to $36.281B from $35.729B and technology expense to $5.203B from $4.583B; other expense declined to $4.573B from $5.758B.

Operating segments

Consumer Banking and Wealth grew, while Commercial Banking declined; approximately $8B of loans and $6B of deposits shifted prospectively from Commercial to Consumer in Q3, affecting comparability. CIB trading gains were $5.147B, down from $5.366B; foreign-exchange gains fell to $902M from $2.299B, partly offset by higher interest-rate gains of $1.762B versus $823M. The merchant-services acquisition contributed a $253M Corporate gain.

Balance sheet, cash flow and capital return

Operating cash outflow chiefly reflected balance-sheet and trading movements, including $52.956B of net cash use from changes in trading assets and liabilities. Common-stock repurchases were $17.516B and common dividends paid were $5.434B; 221.2M shares were repurchased and 24.9M issued during the year. Wells Fargo also redeemed $2.000B of preferred stock. The large increase in federal funds purchased and securities loaned or sold under repurchase agreements—to $232.687B from $95.235B—highlights a material change in short-term funding. Long-term debt was $174.712B, versus $173.078B. Time deposits rose to $166.686B, and $158.380B contractually mature in 2026.

Credit, securities and other exposures

Loans increased 8.0% to $986.167B. Commercial loans rose to $599.895B from $534.159B, led by C&I loans at $452.068B versus $381.241B; CRE declined to $132.284B from $136.505B. Consumer loans reached $386.272B, with auto balances rising to $50.487B from $42.367B. C&I loans to nonbank financial-services borrowers increased to 21% of total loans from 17%.

Credit performance generally improved: net loan charge-offs fell to $3.994B from $4.772B, and the loan-loss allowance declined to $13.797B from $14.183B. The total ACL, including unfunded commitments, was $14.337B. Criticized CRE balances declined to $15.058B from $19.277B, though total nonaccrual loans rose to $8.201B from $7.730B. Unfunded credit commitments increased to $666.735B from $609.565B.

AFS debt securities had $213.573B fair value, versus $162.978B; HTM securities had $208.023B amortized cost and $175.797B fair value. The HTM fair-value shortfall was $32.226B, while AFS gross unrealized losses improved to $3.991B from $7.827B. Management said it did not intend, and was not more likely than not required, to sell impaired securities before recovery. Long-term repo and securities-financing activity expanded: overnight/continuous repo obligations were $200.118B, versus $79.560B. Derivative notional was $18.729T; a downgrade below investment grade would require an additional $3.7B of collateral.

Other material disclosures

Residential MSRs were $5.696B, down from $6.844B, and remain sensitive to prepayments, discount rates and servicing costs. Goodwill declined mainly due to divestitures; customer-relationship intangibles rose following recognition of a $877M merchant-services intangible, amortized over seven years. The rail-car leasing sale closed January 1, 2026.

At year-end, Wells Fargo’s binding Standardized Approach capital ratios were 10.61% CET1, 11.86% Tier 1 and 14.27% total capital, down from 11.07%, 12.57% and 15.18%. The Company had a 1.50% G-SIB surcharge and 2.50% stress capital buffer; the Bank and other insured depository institutions were considered well-capitalized. The auditor issued an unqualified opinion on the financial statements and internal controls. The $14.3B ACL was the sole critical audit matter because of judgment involved in lifetime-loss forecasts and commercial real-estate assessments. The high end of reasonably possible legal losses in excess of accruals was approximately $1.7B.

Wells Fargo — Q4 2025 quarterly results

Revenue rose 4.5% year over year, with net interest income up 4.2% and noninterest income up 4.9%. Noninterest expense declined 1.3%, while the provision for credit losses also decreased. Income before tax increased 21.2%; net income growth was more modest, in part because income tax expense was substantially higher than in Q4 2024. Diluted EPS increased 13.3%, supported in part by the lower diluted average share count.

Selected noninterest income and expense details

The company reclassified physical-commodities inventory and related hedging gains from “other” noninterest income to trading gains, revising prior periods to conform. It also reclassified operating losses into other noninterest expense and revised prior periods.

Sequential comparison with Q3 2025

Revenue decreased 0.7% from $21.436 billion. Net interest income increased 3.2% from $11.950 billion, while noninterest income declined 5.5% from $9.486 billion, including lower trading gains and “other” income. The provision for credit losses rose 52.7%, from $681 million to $1.040 billion. Net income fell 4.1%, from $5.589 billion, and diluted EPS declined from $1.66 to $1.62.