# Wells Fargo & Company (NYSE: WFC) — Narrative Review, FY2026 Q2 Wells Fargo & Company, CIK 0000072971, a Delaware-incorporated financial holding company and bank holding company headquartered at 333 Market Street, San Francisco. Fiscal year ends December 31. Source filings for this review: - **Annual (FY2025) Form 10-K**, filed 2026-02-24, accession **0000072971-26-000133**. Items 1A (Risk Factors), 7 (MD&A) and 8 (Financial Statements) of that Form 10-K are incorporated by reference from the Financial Review contained in the Company's 2025 Annual Report to Shareholders, filed as Exhibit 13 to the same accession; business, regulation, properties and legal-proceedings captions are in the Form 10-K itself. - **Quarterly Form 10-Q** for the quarter ended 2026-06-30, filed 2026-07-28, accession **0000072971-26-000302**. - **Quarterly Form 10-Q** for the quarter ended 2026-03-31, filed 2026-04-29, accession **0000072971-26-000217**, for the regulatory-supervision update it carries. - **Form 8-K** filed 2026-07-14, accession **0000072971-26-000288** (second quarter 2026 results), and other 2026 Forms 8-K cited inline. --- ## Business Wells Fargo is a diversified U.S. financial services company. At December 31, 2025 it held approximately **$2.1 trillion of assets, $986.2 billion of loans, $1.4 trillion of deposits and $181.1 billion of stockholders' equity**, making it the **fourth-largest bank holding company in the United States by assets**. Its principal subsidiary, Wells Fargo Bank, N.A., held $1.8 trillion of assets, or 85% of the consolidated total. The Company ranked fourth in assets and third in common-stock market value among U.S. banks at year-end 2025; by June 30, 2026 it still ranked fourth in assets but fifth in market value. It employed approximately **205,000 active employees** at year-end 2025, roughly 76% of them in the United States, and occupied 58.9 million square feet of property (52.8 million in the U.S., 6.1 million international, the largest international footprints being India at 4.3 million and the Philippines at 1.3 million square feet). The parent is a holding company; its principal business is to act as a holding company for its subsidiaries, and it depends on dividends and other distributions from those subsidiaries to service its own debt and pay dividends. ### Reportable operating segments Management reporting is organized into **four reportable operating segments**, with all other activity reported in **Corporate**: - **Consumer Banking and Lending** — checking and savings accounts, credit and debit cards, and home, auto, personal and small-business lending for consumers and small businesses. From 2026 the segment also provides personalized wealth management and financial planning services through the branch channel. FY2025 revenue $37.4 billion, net income $7.9 billion. - **Commercial Banking** — banking and credit products across multiple industry sectors and municipalities, secured lending and lease products, and treasury management for private, family-owned and certain public companies. FY2025 revenue $12.0 billion, net income $4.2 billion. - **Corporate and Investment Banking** — corporate banking, investment banking, treasury management, commercial real estate lending and capital markets, equity and fixed income solutions, and sales, trading and research. FY2025 revenue $19.2 billion, net income $7.3 billion. - **Wealth and Investment Management** — wealth management, brokerage, financial planning, lending, trust and fiduciary services for affluent through ultra-high-net-worth clients, delivered through financial advisors in brokerage and wealth offices, independent offices, bank branches, and digitally through WellsTrade and Intuitive Investor. FY2025 revenue $16.3 billion, net income $2.1 billion. - **Corporate** — corporate treasury and enterprise functions net of expense allocations (funds transfer pricing, capital, liquidity), the investment portfolio, venture capital and private equity investments, and divested or non-strategic businesses. FY2025 revenue $747 million, net loss $113 million. Segment results are built on a management-reporting process that applies funds transfer pricing (segments pay a funding charge on assets and receive a credit on deposits, with the net recognized in corporate treasury), internal revenue-sharing and expense allocations, taxable-equivalent adjustments, and a risk-sensitive allocated-capital framework. In third quarter 2025 the Company prospectively transferred approximately **$8 billion of loans and $6 billion of deposits** relating to certain business customers from Commercial Banking to Consumer, Small and Business Banking within Consumer Banking and Lending; this transfer distorts segment-level year-over-year comparisons on both sides. ### How it earns money Revenue is split between net interest income — interest on loans, debt securities and trading assets less interest paid on deposits, repurchase agreements and long-term debt — and noninterest income. In FY2025 the split was **$47.5 billion of net interest income and $36.2 billion of noninterest income**, on total revenue of $83.7 billion. The largest fee lines were investment advisory and other asset-based fees ($10.5 billion), net gains from trading activities ($5.1 billion), deposit-related fees ($5.1 billion), card fees ($4.6 billion), investment banking fees ($3.0 billion) and commissions and brokerage services fees ($2.6 billion). Management also reports **net interest income excluding its Markets business** as a non-GAAP measure, on the view that Markets net interest income is volatile and unrelated to core lending, investing and deposit gathering. On that basis FY2025 net interest income was $46.7 billion versus $47.3 billion in 2024, with Markets contributing $737 million and $396 million respectively. ### Competition and regulation The Company competes with banks, credit unions, finance and mortgage companies, insurers, investment banks and advisory firms, and increasingly with non-depository institutions — investment managers, brokerages, private equity and private credit firms, and financial technology companies — many of which face fewer regulatory constraints and may operate at lower cost. The filing calls out digital assets and alternative payment methods (cryptocurrencies, stablecoins, tokens) and distributed-ledger payment, clearing and settlement as capable of reducing reliance on traditional depository institutions and reducing bank deposits. Wells Fargo is regulated by the Federal Reserve Board as a bank holding company and financial holding company (FHC status effective March 13, 2000), by the OCC and FDIC at the bank level, and by the CFPB, SEC, CFTC, FINRA, state insurance and securities regulators and non-U.S. authorities across its subsidiaries. It is a **global systemically important bank (G-SIB)**, subject to Basel III risk-based capital rules under both Standardized and Advanced Approaches, a leverage ratio and supplementary leverage ratio, liquidity coverage and net stable funding ratios, total loss absorbing capacity (TLAC) requirements, the FRB capital plan rule and annual CCAR stress testing, and resolution ("living will") and recovery planning requirements at both the holding company and bank level. Resolution planning drives an important intercompany structure: under a **Support Agreement** originally dated June 28, 2017 and amended and restated June 26, 2019, the parent has transferred the majority of its cash, deposits, liquid securities and intercompany loans to an intermediate holding company, WFC Holdings, LLC, which is obligated to support Wells Fargo Bank, N.A., Wells Fargo Securities, LLC, Wells Fargo Clearing Services, LLC and other covered entities in distress. If defined liquidity or capital triggers are breached, the IHC's subordinated notes to the parent would be forgiven, its committed line of credit would terminate, and its ability to dividend to the parent would be restricted. The Company's resolution strategy is single point of entry, with the parent the only material legal entity entering resolution proceedings. ### Consent orders and other regulatory actions - **Federal Reserve Board consent order (February 2, 2018)** covering board governance and oversight and the Company's compliance and operational risk management program. The FRB removed the associated limitation on growth in total assets — the asset cap — on **June 3, 2025**. The Company announced on **March 5, 2026** that the FRB had **terminated the consent order** entirely (disclosed in the first quarter 2026 Form 10-Q, accession 0000072971-26-000217). - **OCC formal agreement (September 12, 2024)** requiring Wells Fargo Bank, N.A. to enhance its anti-money-laundering and sanctions risk management practices. This agreement remains in place as of the second quarter 2026 Form 10-Q. --- ## Risk factors Condensed from the Risk Factors discussion incorporated into Item 1A of the FY2025 Form 10-K (accession 0000072971-26-000133). **Economy, markets, interest rates and liquidity.** Results depend materially on general economic conditions, particularly unemployment and home prices. Weakening conditions raise charge-offs and provision expense, soften loan demand, and can push the balance sheet toward lower-yielding liquid assets. Fee businesses — investment advisory, brokerage, wealth management, markets, investment banking and venture capital — are directly exposed to asset prices and investor confidence, since advisory fees are struck on asset values. Interest-rate risk cuts both ways. Asset yields and funding costs move at different speeds, so the net interest margin can compress in either direction; a prolonged low-rate period leaves lower-yielding assets on the balance sheet, while a prolonged high-rate period damps loan demand, raises deposit costs and can raise credit losses. Yield-curve flattening or inversion, and a negative-rate environment, would both pressure net interest income. The Company hedges only part of its rate risk, hedges have inherent limitations and basis risk, and portfolio repositioning to change the risk profile can itself crystallize losses. It also carries significant exposure to benchmark rates such as SOFR, where change, replacement or discontinuation could create valuation, hedging and operational problems. Trading revenue is exposed to rates, credit spreads, FX, equity and commodity prices; high volatility raises trading-loss risk while low volatility reduces customer activity. Marketable and nonmarketable equity securities, including venture capital and private equity investments, produce earnings that the filing describes as volatile and hard to predict, with impairment risk on cost-method, equity-method and measurement-alternative holdings. Liquidity depends chiefly on customer deposits, supplemented by securities, loan sales and securitizations, FHLB and FRB secured facilities and capital markets access. The filing explicitly cites the 2008–09 crisis and the **early-2023 bank failures** as templates for how quickly confidence and deposits can move, and notes that the speed of information dissemination and of digital withdrawal can accelerate a deposit run, particularly in uninsured or non-operational deposits. Credit-ratings downgrades would raise funding costs and could trigger additional collateral or funding obligations under derivative contracts. Because the parent is a separate legal entity funded by subsidiary dividends, statutory, regulatory and Support Agreement restrictions on those dividends are a direct risk to parent-level liquidity and to common and preferred dividends. **Regulatory.** Legislation and regulation can require business-practice changes, reduce revenue, limit activities and increase costs. Consumer businesses — mortgage, auto, credit card and other consumer lending — face complex and evolving federal and state consumer protection rules, examinations and investigations. Financial-crime rules (USA PATRIOT Act, AML, sanctions, OFAC) can produce fines and business restrictions **even for inadvertent or unintentional violations**. The filing states plainly that addressing the FRB consent order and the OCC formal agreement "is an ongoing process," that the Company "could continue to experience issues or delays" and "could continue to identify more issues in the future," that regulators "have indicated the potential for escalating consequences for banks that do not timely resolve open issues or have repeat issues," and that failure to satisfy a regulatory action on time "has resulted and could in the future result in" additional fines, penalties, business restrictions, limits on subsidiary capital distributions and increased capital or liquidity requirements. (This language was written for the FY2025 Form 10-K and predates the March 5, 2026 termination of the FRB consent order; the OCC formal agreement remains open, so the substance still applies to that track.) Deficiencies in the resolution or recovery plan could bring more stringent capital, leverage or liquidity requirements, growth or activity restrictions, or forced divestiture. In a resolution, security holders may suffer complete losses while subsidiary creditors are paid in full, whether under the Bankruptcy Code or the FDIC's orderly liquidation authority, which allows the FDIC to disregard strict creditor priority in certain circumstances. Capital and liquidity rules — Basel III, TLAC, the G-SIB surcharge, the stress capital buffer, the capital plan rule — may limit dividends and repurchases or require the Company to raise capital, potentially diluting existing holders. **Credit.** As one of the largest lenders in the U.S., credit performance drives results. The allowance is set on an expected-lifetime-loss basis and requires forecasts of economic conditions; it may need to increase because of falling residential or commercial real estate values, higher unemployment or inflation, loan growth, changed consumer behavior, natural disasters, or trade policy. Concentration risk is called out specifically: **California is the largest banking state by loans**, and the Company is **one of the largest commercial real estate lenders in the U.S.**, where higher rates and refinancing risk at maturity, falling property values, and further decline in office demand could produce materially higher losses. Clearing through central counterparties creates exposure both to the CCPs themselves and to loss-mutualization obligations as a CCP member. **Operational, strategic and legal.** Failures or breaches of operational and security systems — the Company's own or third parties' — could disrupt business and cause losses; the filing concedes it "has experienced system issues" causing intermittent service interruptions, delays in posting transactions and sign-in difficulties. Cyberattack risk is described as heightened because of the Company's size and profile, its digital and mobile strategy, its geographic and international footprint, third-party reliance, foreign state-sponsored actors, and **the increased availability and use of AI to conduct attacks that can be difficult to detect**. Risk-management limitations extend to model risk, data quality and aggregation, and the Company's own use of AI, where algorithm or dataset weaknesses and limited model transparency could produce incorrect, deficient or biased outputs. The Company continues to flag exposure from areas "where customers may have experienced financial harm," citing past auto collateral protection insurance and guaranteed automobile protection issues and prior retail sales-practices settlements. Reputational risk is treated as inherent and substantial, given size, prior conduct, protests and demonstrations, negative commentary on fees and practices, and diverging stakeholder views on sustainability and governance. Execution risk covers efficiency and growth initiatives, divestitures (with possible goodwill or long-lived asset impairment) and acquisitions (regulatory approval, integration, deposit attrition, key-employee loss). **Mortgage.** Origination revenue falls when rates rise while MSR values rise, and the reverse when rates fall. GSE and FHA/VA policy changes could affect credit risk and origination capacity. Repurchase and indemnification obligations arise from representation and warranty breaches on loans sold and from insurance and guaranty agreements; servicing deficiencies can bring fines, penalties, termination as servicer or repurchase obligations. The Company notes risks in executing its previously announced plans to reduce the amount of residential mortgage loans it services. **Competitive and human capital.** Competition is intensifying from technology-enabled and less-regulated entrants, digital assets and alternative payments, and competitors' use of AI. Retaining qualified employees is critical; regulator-imposed compensation restrictions, competition for advanced technological skills, and union organizing activity are all cited as pressures. **Financial reporting.** Changes in accounting standards or their interpretation could materially affect reported results, including through retrospective restatement. Critical estimates — allowance for credit losses, fair value measurements, income taxes, liability for legal actions and goodwill impairment — require difficult, subjective judgments. --- ## Management's discussion — fiscal year 2025 From the Financial Review incorporated into Item 7 of the FY2025 Form 10-K (accession 0000072971-26-000133). ### Consolidated results | ($ in millions, except per share) | 2025 | 2024 | 2023 | | --- | --- | --- | --- | | Net interest income | 47,484 | 47,676 | 52,375 | | Noninterest income | 36,215 | 34,620 | 30,222 | | Total revenue | 83,699 | 82,296 | 82,597 | | Provision for credit losses | 3,658 | 4,334 | 5,399 | | Noninterest expense | 54,842 | 54,598 | 55,562 | | Income tax expense | 3,841 | 3,399 | 2,607 | | Wells Fargo net income | 21,338 | 19,722 | 19,142 | | Diluted EPS | 6.26 | 5.37 | 4.83 | | Dividends declared per common share | 1.70 | 1.50 | 1.30 | Net income rose 8% to **$21.3 billion** and diluted EPS rose 17% to **$6.26**, the EPS gain outpacing net income because of share repurchases. The increase was driven predominantly by a $1.6 billion rise in noninterest income and a $676 million fall in provision for credit losses, partly offset by a $442 million rise in income tax expense and a $244 million rise in noninterest expense. **ROA was 1.07%, ROE 12.4% and ROTCE 14.6%** (versus 1.03%, 11.4% and 13.4% in 2024). The **efficiency ratio was 66%**, unchanged. The effective tax rate rose to **15.2%** from 14.7%, on higher pre-tax income and lower discrete tax benefits. **Net interest income was essentially flat** (down $192 million), as lower rates on floating- rate assets and deposit mix were offset by higher debt securities and loan balances, lower deposit costs, fixed-rate asset repricing and improved Markets results. Net interest margin on a taxable-equivalent basis fell to 2.64% from 2.73%, which management attributes to growth in the lower-yielding Markets business rather than to core spread compression — which is why management leans on the ex-Markets measure described above. **Noninterest income rose 5%.** The gains came from investment advisory and other asset-based fees (+$723 million, on higher market valuations), investment banking fees (+$362 million, on debt underwriting), card fees (+$247 million, following the merchant services joint venture acquisition and higher consumer credit card activity), mortgage banking (+$105 million) and other income (+$294 million). Other income included a **$263 million gain on the sale of the non-agency portion of the commercial mortgage third-party servicing business** and a **$253 million gain associated with the merchant services joint venture acquisition**. Offsets were lower net gains from equity securities (-$826 million, on lower venture capital realizations) and lower trading gains (-$219 million, on weaker mortgage trading partly offset by commodities). Net losses from debt securities narrowed by $776 million because 2024 had included an investment-portfolio repositioning. **Noninterest expense was flat** at $54.8 billion. Technology, telecommunications and equipment expense rose 14% (+$620 million) on internally developed software amortization, software maintenance and licenses, and hardware depreciation; advertising and promotion rose 26% (+$225 million); personnel rose 2% (+$552 million) on revenue-related compensation in Wealth and Investment Management, higher severance, and **a special award to employees tied to removal of the asset cap**, partly offset by efficiency initiatives. Other expense fell 21% (-$1.2 billion) on lower customer-remediation expense and lower regulatory charges and assessments, driven by updates to the FDIC special assessment for the 2023 bank failures. ### Credit quality The **allowance for credit losses for loans was $14.3 billion** at December 31, 2025, down $299 million; **allowance coverage fell to 1.45% from 1.60%**, reflecting a smaller commercial real estate allowance on improved credit performance. Provision for credit losses for loans was $3.7 billion versus $4.3 billion. Total net charge-offs fell 16% to $4.0 billion. Commercial net charge-offs were $1.0 billion, or **19 basis points** of average commercial loans (down from 29 bp), on lower CRE office losses; consumer net charge-offs were $3.0 billion, or **79 basis points** (down from 85 bp), on lower auto and other consumer losses. **Nonperforming assets rose $567 million to $8.5 billion, or 0.86% of loans**, driven by higher commercial and industrial nonaccruals — the one credit metric moving the wrong way. ### Balance sheet Assets ended 2025 at **$2.1 trillion, up $218.8 billion**. Loans rose 8% to $986.2 billion: commercial loans up 12% to $599.9 billion on commercial and industrial originations and draws, consumer loans up 2% to $386.3 billion on auto, securities-based and credit card growth, offset by residential mortgage decline. Deposits rose 4% to $1,426.2 billion. The AFS and HTM debt securities portfolio carried amortized cost of $423.8 billion against fair value of $389.4 billion — **net unrealized losses of $34.4 billion**, improved from $48.8 billion a year earlier; HTM alone carried $32.2 billion of unrealized loss. 99% of the combined portfolio was rated AA- or above. ### Segment results, 2025 vs 2024 - **Consumer Banking and Lending**: revenue $37.4 billion (+3%), net income $7.9 billion (+12%). Higher net interest income on lower deposit pricing and higher balances (including the transferred business customers), higher card fees, higher mortgage banking on MSR-sale valuation adjustments. Provision fell on lower net charge-offs. Expense rose on advertising, branch personnel and the customer transfer, offset by lower operating losses and efficiency work. Period-end loans $332.5 billion; deposits $791.0 billion. - **Commercial Banking**: revenue $12.0 billion (-6%), net income $4.2 billion (-11%). Lower net interest income from lower rates and the customer transfer, partly offset by higher equity securities and tax credit investment income and higher treasury management fees. Expense fell on the transfer and efficiency initiatives. Period-end loans $228.6 billion, with commercial real estate down 12% to $39.2 billion. - **Corporate and Investment Banking**: revenue $19.2 billion (-1%), net income $7.3 billion (-1%). Lower net interest income and lower trading gains offset higher investment banking fees and the $263 million servicing-business gain. Provision fell on lower CRE net charge-offs. Average loans rose 6% to $293.1 billion, with **Markets loans up 31% to $83.5 billion** and CRE down 7% to $117.2 billion; average total trading-related assets rose 35% to $310.3 billion, including resale agreements up 59%. - **Wealth and Investment Management**: revenue $16.3 billion (+6%), net income $2.1 billion (+11%), on higher asset-based fees and net interest income. **WIM advisory assets ended 2025 at $1,127.1 billion**, up from $997.7 billion, on $129.6 billion of market impact against essentially flat net flows (-$0.2 billion), with The Private Bank recording $8.6 billion of net outflows. Average advisory fee rates ranged from 50 to 120 basis points. - **Corporate**: revenue $747 million versus $338 million; net loss narrowed to $113 million from $1,216 million on lower debt securities losses, the merchant services gain, higher net interest income and a $925 million reduction in noninterest expense. ### Capital **CET1 was 10.61% under the Standardized Approach** — the binding framework — against a requirement of 8.50%; the Advanced Approach CET1 was 12.35%. Tier 1 leverage was 7.48%, SLR 6.23%, **TLAC 23.22%** against a 21.50% minimum, and **LCR 119%** against 100%. The stress capital buffer is 2.50% and the G-SIB surcharge 1.50% for 2026. Book value per common share was $53.24. During 2025 the Company **repurchased 221 million shares for $17.7 billion**, issued $1.1 billion of common stock (substantially all for employee compensation), and **paid $6.5 billion of common and preferred dividends**. On **April 29, 2025 the Board authorized repurchases of up to $40 billion** of common stock with no expiration; $29.8 billion remained at year-end 2025. In the fourth quarter of 2025 the Company repurchased 58.2 million shares — 26.4 million in October and 31.8 million in November, with none in December. --- ## Current quarter — three and six months ended June 30, 2026 From the Form 10-Q filed 2026-07-28, accession 0000072971-26-000302, and the results release furnished on Form 8-K, accession 0000072971-26-000288. ### Results | ($ in millions, except per share) | Q2 2026 | Q2 2025 | 1H 2026 | 1H 2025 | | --- | --- | --- | --- | --- | | Net interest income | 12,317 | 11,708 | 24,413 | 23,203 | | Noninterest income | 10,305 | 9,114 | 19,655 | 17,768 | | Total revenue | 22,622 | 20,822 | 44,068 | 40,971 | | Provision for credit losses | 914 | 1,005 | 2,049 | 1,937 | | Noninterest expense | 13,661 | 13,379 | 27,991 | 27,270 | | Income tax expense | 1,402 | 916 | 2,093 | 1,438 | | Wells Fargo net income | 6,407 | 5,494 | 11,660 | 10,388 | | Diluted EPS | 2.00 | 1.60 | 3.60 | 2.98 | **Second-quarter net income was $6.4 billion, or $2.00 per diluted share, up 25% per share from a year earlier.** Revenue rose 9%, with net interest income up 5% and noninterest income up 13%, while expense rose only 2%, taking **the efficiency ratio to 60% from 64%** — clear positive operating leverage. **ROE was 15.00% and ROTCE 17.73%** in the quarter (12.81% and 15.19% a year earlier); for the half, ROE 13.63% and ROTCE 16.10%. That ROTCE is the first quarterly reading to reach the **17–18% medium-term ROTCE target management set on January 14, 2026** (accession 0000072971-26-000009) after retiring its prior 15% target; the intervening quarters ran 15.2% in the third quarter of 2025 and 14.5% in each of the fourth quarter of 2025 and the first quarter of 2026. The quarter included **$132 million, or $0.04 per share, of discrete tax benefits** from resolution of prior-period matters; even so the **effective tax rate rose to 17.4% from 14.3%**, on higher pre-tax income and smaller discrete benefits than the prior year. **Net interest income turned positive year over year** — a genuine inflection after 2025's flat year — on lower average deposit costs, higher loan and investment securities balances, balance sheet growth in Markets and higher interest-bearing commercial deposits, partly offset by lower rates on floating-rate assets and lower noninterest-bearing deposits. **Net interest margin on a taxable-equivalent basis fell to 2.43% from 2.68% a year earlier** — 25 basis points of compression — again attributed to growth in lower-yielding Markets assets and in interest-bearing deposits. Ex-Markets net interest income was $11.8 billion versus $11.6 billion; Markets contributed $501 million versus $104 million. The rate paid on average interest-bearing deposits fell year over year, to **1.99% from 2.09%**, but total average deposit cost — which spreads that expense across a noninterest-bearing base whose average balance shrank to $354.4 billion from $361.0 billion — was **1.51% in the second quarter of 2026, against 1.44% in the fourth quarter of 2025**, the only comparison the filing prints for that measure. **Noninterest income rose 13%.** Investment advisory and other asset-based fees +$322 million on market valuations; investment banking fees +$243 million on debt and equity underwriting; net gains from equity securities +$728 million on improved venture capital results (higher realized and unrealized gains, partly offset by higher impairments); deposit-related fees +$108 million on consumer account repricing; commissions and brokerage +$77 million. Offsetting, other income fell $412 million because the prior-year quarter carried the $253 million merchant services gain and because lease income fell $148 million after the rail car leasing sale. **Noninterest expense rose 2%**, on technology, telecommunications and equipment (+$170 million), advertising and promotion (+$95 million, up 36%) and personnel (+$142 million, revenue-related compensation in Wealth and Investment Management). Other expense fell $182 million, reflecting a $93 million decrease in lease expense from the rail car sale and lower operating losses. ### Credit quality **Credit improved.** Net charge-offs fell 11% to $883 million. Commercial net charge-offs were $156 million, or **10 basis points** of average commercial loans, down from 18 bp; consumer net charge-offs were $720 million, or **74 basis points**, down from 81 bp, on lower credit card and other consumer losses partly offset by higher auto losses. **Nonperforming assets fell $559 million from year-end 2025 to $7.9 billion, or 0.77% of total loans**, driven by lower commercial real estate nonaccruals. The allowance for credit losses for loans rose $70 million to $14.4 billion, but **allowance coverage fell to 1.40% from 1.45%** as the CRE allowance came down on improved performance; the half's provision of $2.1 billion included allowance build for commercial and industrial and auto loans on higher balances. ### Balance sheet Assets reached **$2.3 trillion, up $133.6 billion** from year-end 2025 — visible balance-sheet expansion in the first full quarter after the 2018 FRB consent order was terminated on March 5, 2026, and the fourth full quarter since the asset cap came off on June 3, 2025. **Loans rose 5% to $1,031.1 billion**, commercial up 6% to $636.3 billion on C&I originations and draws, consumer up 2% to $394.8 billion on auto and securities-based lending against declines in residential mortgage and credit card. **Deposits rose 5% to $1,501.4 billion**, on commercial deposit growth and higher time deposits from corporate treasury CD issuance; noninterest-bearing deposits were nearly flat at $370.1 billion while interest-bearing deposits rose 7% to $1,131.3 billion — a mix shift that carries a cost. The securities portfolio grew to $452.2 billion amortized cost with **net unrealized losses of $35.7 billion**, slightly wider than year-end on rate moves; HTM unrealized losses were $32.4 billion. 99% of the portfolio remained rated AA- or above. ### Segments, Q2 2026 vs Q2 2025 - **Consumer Banking and Lending**: revenue $10,288 million (+6%), net income $2,290 million (+19%), on wider deposit spreads, higher balances including the transferred business customers, and higher deposit-related fees from consumer account repricing. Provision was flat as allowance build on higher credit card and auto balances offset lower charge-offs. - **Commercial Banking**: revenue $3,118 million (+6%), net income $1,176 million (+8%), on higher equity securities and renewable-energy financing income and higher net interest income. Return on allocated capital 17.2% versus 15.8%; efficiency ratio improved to 45% from 52%. Average loans $237.1 billion, with commercial real estate down 9%. - **Corporate and Investment Banking**: revenue $5,425 million (+16%), net income $2,329 million (+34%), on higher interest-bearing deposit and loan balances and higher debt and equity underwriting fees. **Provision was a $181 million benefit**, reflecting lower net charge-offs and a lower CRE allowance. Average loans $359.4 billion, up 26% year over year. - **Wealth and Investment Management**: revenue $3,892 million (+13%), net income $537 million (+28%), on higher asset-based fees and net interest income. **Advisory assets ended the quarter at $1,224.9 billion company-wide and $1,127.4 billion for WIM**, with $4.6 billion of net inflows and $101.0 billion of market impact in the quarter — net flows turned positive, versus $2.4 billion of outflows a year earlier. **Total WIM client assets were $2,409 billion**, up 15%; company-wide client assets $2,691 billion. Average loans rose 12% on securities-based lending. - **Corporate**: revenue $413 million (-26%) and net income $75 million versus $328 million, as lower funding credits to the segments, the absence of the prior-year merchant services gain and the loss of rail car lease income outweighed higher venture capital gains; expense fell $259 million. ### Capital and returns **CET1 was 10.26% under the Standardized Approach** at June 30, 2026, down from 10.61% at year-end, against an 8.50% requirement; Advanced Approach CET1 12.08%. Risk-weighted assets grew to $1,342.3 billion from $1,294.6 billion under the Standardized Approach — CET1 dollars were roughly flat at $137.7 billion, so the ratio decline is balance-sheet growth and buybacks, not capital erosion. The leverage measures moved further, as they must when assets grow faster than capital: **Tier 1 leverage fell to 6.94% from 7.48%** at year-end (minimum 4.00%) and the **supplementary leverage ratio to 5.78% from 6.23%** (minimum 3.50%), on total leverage exposure of $2,642.5 billion versus $2,466.6 billion. TLAC was 22.81% against 21.50%; LCR 119%. **Book value per common share was $54.48 and tangible book value per common share $46.13**, on 3,028.5 million shares outstanding — down from 3,220.4 million a year earlier. In the first half of 2026 the Company **repurchased 84 million shares for $7.1 billion** (37.4 million shares, or $3.0 billion, in the second quarter), issued $875 million of common stock mainly for employee compensation, and **paid $3.3 billion of common and preferred dividends**. **$22.7 billion remained** under the April 2025 $40 billion authorization at June 30, 2026. ### Regulatory developments - The **stress capital buffer is 2.50%** and is expected to remain in effect through September 30, 2027; the **G-SIB surcharge remains 1.50% for 2026**. - In **March 2026 federal banking regulators proposed a rule to implement the final components of Basel III**, which for large banks would replace the current Advanced and Standardized approaches with a new **Expanded Risk-Based Approach** — more granular credit-risk weights, a revised market risk framework and a new standardized operational risk approach. - Also in **March 2026 the FRB proposed changes to the G-SIB surcharge methodology**; the Company says it does not expect a significant change to its own surcharge based on its assessment. - In **March 2026 the OCC issued a rule rescinding its recovery planning guidelines**. - Risk factors were not updated in the quarter; the Form 10-Q refers back to the FY2025 Form 10-K. ### Litigation Note 9 of the second quarter Form 10-Q reports the **high end of reasonably possible losses in excess of accrual at approximately $1.5 billion** at June 30, 2026, down from approximately $1.7 billion at December 31, 2025. Matters and movements during the period: - **Hiring practices**: DOJ and SEC investigations were closed without action. On **May 21, 2026 the court granted final approval of an $85 million settlement** of the securities fraud class action; on **May 15, 2026 the court granted final approval** of the related shareholder derivative settlement (notice of that proposed derivative settlement was furnished on Form 8-K, accession 0000072971-26-000011). - **Home mortgage discrimination litigation**: class certification was denied in August 2025 and plaintiffs' interlocutory appeal was denied in January 2026; the related derivative matter received final approval on May 15, 2026. - **Interchange litigation**: on **June 9, 2026 the court granted preliminary approval** of the Visa/Mastercard settlement of the equitable-relief class claims. Wells Fargo's allocated share of the earlier $900 million of additional damages-class funding was approximately $94.5 million. Opt-out and direct-action cases remain pending. - **Advisory account cash sweep litigation** (consolidated, N.D. Cal.), **AML and sanctions investigations**, **fair access to banking investigations** (including under Executive Order 14331), and the **Seminole Tribe trustee litigation** (adverse March 2025 trial verdict, on appeal) all remain open. - The **Company 401(k) plan litigation**, settled for **$84 million** with preliminary approval on December 8, 2025, is no longer listed among pending matters. ### Management's characterization of the environment In the July 14, 2026 results release, Chairman and CEO Charlie Scharf described broad-based revenue growth across all four operating segments, accelerating consumer primary checking account growth, strong new credit card account and auto origination growth, and Commercial Banking hiring driving client acquisition. On the operating environment: "Consumers and businesses remain very strong. Consumer spending is higher, charge-offs and delinquencies are lower, and savings and investments are growing across consumer segments. Businesses are cautious but balance sheets and cash flows remain strong resulting in strong credit performance. Equity indices are at or near all-time highs, credit spreads are narrow, and there is a significant amount of liquidity being deployed by banks and non-banks." He added that "Concerns around affordability and inflation exist, but the labor market and wage growth remain strong. We know that such favorable conditions do not go on forever so we are being selective about how much and where to grow." On the balance sheet, he framed the post-asset-cap position directly: "After years of not being on a level playing field with our competitors because we couldn't grow our balance sheet, we are carefully deploying capital to grow and support our clients by taking risks that we think are prudent through economic cycles, not just the strong environment we see today." No numerical revenue, expense or net interest income guidance was given in the release. --- ## Subsequent events ### After June 30, 2026 — the second quarter balance sheet date The Subsequent Events note in the Form 10-Q for the quarter ended June 30, 2026 (accession 0000072971-26-000302) states that management evaluated events occurring after June 30, 2026 and that **there were no material events requiring recognition in the second quarter 2026 consolidated financial statements or disclosure in the notes**. One post-period-end item is nonetheless disclosed elsewhere in that Form 10-Q, and it is the only event in this review that post-dates the June 30, 2026 balance sheet: - **Common dividend increase.** On **July 28, 2026 — the day the Form 10-Q was filed — the Board approved an increase in the third quarter 2026 common stock dividend to $0.50 per share**, from the **$0.45 per share declared in each of the first and second quarters of 2026** (itself up from $0.40 a year earlier), disclosed in the Capital Management section. The results release of July 14, 2026 had flagged the expected increase as 11%. ### After December 31, 2025 — the FY2025 balance sheet date, and already reflected at June 30, 2026 The FY2025 Form 10-K (accession 0000072971-26-000133) reached the same "no material subsequent events" conclusion for events after December 31, 2025, as did the first quarter 2026 Form 10-Q (accession 0000072971-26-000217) for events after March 31, 2026. The four items below post-date the FY2025 balance sheet, but each occurred before June 30, 2026 and is therefore **already reflected in the June 30, 2026 balance sheet** — they are not post-period-end items of the second quarter 2026 Form 10-Q: - **Long-term debt issuance.** The FY2025 Form 10-K's own post-period financing disclosure states that the Company **issued $9.9 billion of long-term debt during January and February 2026** (Financial Review, Liquidity Risk and Funding, accession 0000072971-26-000133). Long-term debt stood at $174.7 billion at December 31, 2025, of which $153.7 billion was at the parent. - **Sale of the rail car leasing business — closed January 1, 2026.** Announced in May 2025 and completed on the first day of fiscal 2026, the sale of the assets of the rail car leasing business **reduced other assets by $5.3 billion, comprising $1.0 billion of finance leases held for sale and $4.3 billion of operating lease assets held for sale**. Management expects **noninterest expense approximately $400 million lower on an annual basis, offset by a similar reduction in noninterest income**. The filings do not name the buyer or disclose a sale price; the effect is visible in 2026 results as a $297 million first-half decline in lease income and a $180 million first-half decline in lease expense. - **Series BB preferred stock redemption.** On **February 25, 2026** the Company announced (Form 8-K, accession 0001193125-26-068647) that it would redeem 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, on **March 16, 2026**, leaving none outstanding; the certificate of designation was eliminated on March 17, 2026 (Form 8-K, accession 0001193125-26-110792). Series BB carried a **$3,510 million liquidation preference and carrying value** at December 31, 2025 — the single largest series outstanding. - **Series GG preferred stock issuance — the other half of that trade.** On **March 16, 2026**, the same day the Series BB shares were redeemed, the Company filed a Certificate of Designation creating **6.125% Fixed Rate Reset Non-Cumulative Perpetual Class A Preferred Stock, Series GG**, authorizing **90,000 shares at a $25,000 per share liquidation preference**, and on **March 18, 2026 sold 2,250,000 depositary shares** (each a 1/25th interest, $1,000 per depositary share) at a price to the public of **$2.25 billion**, underwritten at $990.00 per depositary share against a $10.00 discount, under an underwriting agreement dated March 11, 2026 (Form 8-K, accession 0001193125-26-113964). Series GG carried $2,250 million at June 30, 2026 and is first redeemable on June 15, 2031. Taken together, **preferred stock fell from $16,608 million at December 31, 2025 to $15,348 million at June 30, 2026 — the $3.5 billion Series BB retirement partly replaced by the $2.25 billion Series GG issuance.** This was a repricing of preferred funding rather than a reduction of it: the Company retired a 3.90% reset series it could finally call and replaced roughly two-thirds of the amount at 6.125%, raising the coupon on that slice while shrinking the base by $1.26 billion. What made the call possible was a separate redemption: on December 12, 2025 the Company gave notice that it would redeem its Floating Rate Junior Subordinated Deferrable Interest Debentures due January 15, 2027, prepaid at par on January 15, 2026 (Form 8-K, accession 0001193125-25-316858), and that redemption released a covenant which had placed conditions on any repurchase or redemption of Series BB. Two 2025 transactions discussed above shaped the comparisons but preceded both balance sheet dates, and their terms were never disclosed: the April 2025 purchase of the remaining interest in the merchant services joint venture was made at an undisclosed price and put an **$877 million merchant-relationship intangible** on the books, amortized straight-line over seven years (approximately $125 million per year through 2030). The first quarter 2025 sale of the non-agency commercial mortgage third-party servicing business named neither buyer nor consideration.