Wells Fargo & Company (WFC) Q2 FY2026 8-K Filings and Company Events

Filings that contain financial statements

Wells Fargo's quarterly financial statements are furnished in its Form 10-Q filings, not in 8-Ks. However, each quarterly earnings 8-K furnishes a news release (Exhibit 99.1) and quarterly supplement (Exhibit 99.2) containing detailed results tables (income statement summary, balance sheet averages, capital and credit-quality data) ahead of the 10-Q:

• Accession 0000072971-25-000239, filed October 14, 2025, 3Q25 news release and quarterly supplement (period ended September 30, 2025).
• Accession 0000072971-26-000009, filed January 14, 2026, 4Q25/full-year 2025 news release and quarterly supplement (period ended December 31, 2025).
• Accession 0000072971-26-000213, filed April 14, 2026, 1Q26 news release and quarterly supplement (period ended March 31, 2026).
• Accession 0000072971-26-000288, filed July 14, 2026, 2Q26 news release and quarterly supplement (period ended June 30, 2026).

Earnings

Third quarter 2025 (October 14, 2025, accession 0000072971-25-000239). Net income of $5.6 billion, or $1.66 per diluted share, up from $1.42 a year earlier. Total revenue was $21.4 billion. Results included $296 million ($0.07 per share) of severance expense. Effective October 14, 2025, the board named Charlie Scharf Chairman in addition to CEO, with Steven Black as Lead Independent Director. The company repurchased 74.6 million shares ($6.1 billion) of common stock in the quarter and raised the quarterly common dividend 12.5%.

Fourth quarter and full-year 2025 (January 14, 2026, accession 0000072971-26-000009). Fourth-quarter net income was $5.4 billion ($1.62 per diluted share); excluding a $612 million ($0.14 per share) severance charge, net income was $5.8 billion ($1.76 per diluted share). The company repurchased 58.2 million shares, or $5.0 billion, of common stock in the quarter. Full-year 2025 net income was $21.3 billion, with diluted EPS up 17% year over year; full-year net charge-offs declined 16% and expenses grew less than 1%. Management stated the company returned $23 billion to shareholders in 2025 ($18 billion in buybacks, plus a 13% dividend-per-share increase) and set a new medium-term ROTCE target of 17–18%, having achieved its prior 15% target. The release attributed the year's results in part to "removal of the asset cap imposed by the Federal Reserve" and "termination of multiple consent orders" during 2025, regulatory developments referenced as already accomplished by this filing date, not new actions taken within the filing itself.

First quarter 2026 (April 14, 2026, accession 0000072971-26-000213). Net income of $5.3 billion, or $1.60 per diluted share, versus $1.39 a year earlier; revenue of $21.4 billion, up 6% year over year. Results included a $135 million ($0.04 per share) discrete tax benefit tied to resolution of prior-period tax matters. The company repurchased 46.3 million shares ($4.0 billion) of common stock in the quarter.

Second quarter 2026 (July 14, 2026, accession 0000072971-26-000288). Net income of $6.4 billion, or $2.00 per diluted share, up 25% year over year; revenue of $22.6 billion, up 9%. ROTCE rose to 17.7% from 15.2% a year earlier. Results included a $132 million ($0.04 per share) discrete tax benefit. The company repurchased 37.4 million shares ($3.0 billion) of common stock in the quarter and said it expects to raise its third-quarter 2026 common dividend 11% to $0.50 per share, subject to board approval at its meeting later in July 2026.

Capital actions

• December 12, 2025 (accession 0001193125-25-316858): Wells Fargo gave notice of redemption of its Floating Rate Junior Subordinated Deferrable Interest Debentures due January 15, 2027, with an optional prepayment date of January 15, 2026, at 100% of principal plus accrued interest. Redemption removed a covenant that had constrained the company's ability to repurchase or redeem its 3.90% Fixed Rate Reset Non-Cumulative Perpetual Class A Preferred Stock, Series BB.
• February 25, 2026 (accession 0001193125-26-068647): The company announced it would redeem, on March 16, 2026, all 140,400 outstanding shares of its 3.90% Fixed Rate Reset Non-Cumulative Perpetual Class A Preferred Stock, Series BB, and all related depositary shares, extinguishing that series.
• March 17, 2026 (accession 0001193125-26-110792): Following the Series BB redemption, the company filed a Certificate with the Delaware Secretary of State eliminating the Series BB Certificate of Designation from its charter.
• March 16–18, 2026 (accession 0001193125-26-113964): The company designated a new series of preferred stock, 6.125% Fixed Rate Reset Non-Cumulative Perpetual Class A Preferred Stock, Series GG (90,000 shares authorized, $25,000 liquidation preference per share), and, on March 18, 2026, sold 2,250,000 depositary shares (each representing a 1/25th interest in a Series GG share, at $1,000 per depositary share) under an underwriting agreement dated March 11, 2026, for a total offering size of $2.25 billion.
• Senior debt issuance under the Medium-Term Notes, Series Y program:
• September 15, 2025 (accession 0001193125-25-203752): $1.5 billion fixed-to-floating notes due 2029, $750 million floating-rate notes due 2029, and $1.75 billion fixed-to-floating notes due 2036, roughly $4.0 billion in aggregate.
• January 23, 2026 (accession 0001193125-26-021049): $500 million floating-rate notes due 2030, $2.0 billion fixed-to-floating notes due 2030, $3.5 billion fixed-to-floating notes due 2037, and $2.0 billion fixed-to-floating notes due 2047, roughly $8.0 billion in aggregate.
• May 20, 2026 (accession 0001193125-26-232818): $2.25 billion fixed-to-floating notes due 2029, $500 million floating-rate notes due 2029, and $3.25 billion fixed-to-floating notes due 2032, roughly $6.0 billion in aggregate.
• February 13, 2026 (accession 0001839882-26-009703): Wells Fargo & Company established a new Medium-Term Note Program, Series AA, and Wells Fargo Finance LLC established a new Medium-Term Note Program, Series B, filing the related distribution agreements and forms of global master notes, an administrative step enabling future debt issuance under these programs, not itself a specific offering.
• Each earnings quarter also disclosed ongoing common stock buybacks (detailed above under Earnings) and, in the second-quarter 2026 release, a planned 11% increase in the quarterly common dividend to $0.50 per share.

Legal and governance

• January 22, 2026 (accession 0000072971-26-000011): Wells Fargo filed a Notice of Pendency and Proposed Settlement of Derivative Action, pursuant to an order of the U.S. District Court for the Northern District of California granting preliminary approval of a proposed settlement. The notice relates to shareholder derivative litigation concerning the company's home mortgage lending practices and its hiring practices related to diversity. As of this filing, the settlement had preliminary court approval but was not yet final. The court subsequently granted final approval of the derivative settlement on May 15, 2026, and separately granted final approval of a related $85 million securities fraud class action settlement (over allegations of false or misleading statements about the company's hiring practices related to diversity) on May 21, 2026, per Note 9 to the financial statements in accession 0000072971-26-000302.
• March 5, 2026 (disclosed in accession 0000072971-26-000217, the Q1 2026 Form 10-Q, Regulation and Supervision section): The Federal Reserve Board terminated the consent order Wells Fargo entered into on February 2, 2018 regarding board governance oversight and the company's compliance and operational risk management program. This termination was not disclosed in a Form 8-K; it surfaced only in the 10-Q's Regulation and Supervision discussion. Separately, and still in force, is the September 12, 2024 formal agreement between Wells Fargo Bank, N.A. and the Office of the Comptroller of the Currency regarding the bank's anti-money-laundering and sanctions risk-management practices, described in Note 9 to the financial statements in the Q2 2026 Form 10-Q (accession 0000072971-26-000302), that matter remains open and is a separate regulatory track from the terminated FRB consent order.
• January 27, 2026, disclosed January 29, 2026 (accession 0000072971-26-000061): The board's independent directors approved Chairman and CEO Charlie Scharf's total compensation of $40 million for performance year 2025 (a $2.5 million base salary and $37.5 million in variable compensation, $9.375 million cash and $28.125 million long-term equity). The board's rationale cited, among other things, "closing 7 regulatory consent orders" and "the removal of the asset cap by the Federal Reserve" during 2025, full-year net income of $21.3 billion, diluted EPS growth of 17%, and an increase in ROE to 12.4% from 11.4%.
• April 28, 2026 annual meeting, filed April 30, 2026 (accession 0000072971-26-000227): Shareholders elected all 12 director nominees, approved an amendment and restatement of the 2022 Long-Term Incentive Plan, ratified KPMG LLP as auditor, and approved executive compensation on an advisory basis with 65.5% support, a comparatively low say-on-pay approval level worth noting. Six shareholder proposals (an independent board chair policy, majority voting, an energy supply ratio report, a high-carbon financing litigation risk report, an Indigenous peoples' rights committee, and a vendor civil liberties report) were all voted down, with the closest (majority voting) receiving 47.9% support.

Outside the 8-K record

The Federal Reserve's June 3, 2025 removal of the asset cap and the 2025 closures of multiple consent orders appear in Wells Fargo's Form 8-K filings only as retrospective earnings and CEO-pay commentary (see Earnings, January 14, 2026, and Legal and governance, January 27/29, 2026), referenced as accomplishments rather than disclosed as new events. See "Legal and governance" above for the March 5, 2026 termination of the separate 2018 FRB consent order and the still-open September 12, 2024 OCC formal agreement, neither of which was disclosed via Form 8-K.