WELLS FARGO COMPANYMN

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Wells Fargo & Company

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

A Company Culture

We Can All Take Pride In

We have adopted a set of principles to anchor our company culture. We call them our company Expectations, and they apply toevery single employee, at every level, and in every role.

The Expectations are meant to guide how we conduct ourselves, work with our colleagues, and make decisions.

And we believe they are keys to our success, as people and as a business.

Forward-Looking Statements and Website and Report References: This proxy statement contains forward-looking statements. Forward-looking statements can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects,” “target,” “projects,” “outlook,” “forecast,” “will,” “may,” “could,” “should,” “can,” and similar references to future periods. In particular, forward-looking statements include, but are not limited to, statements we make about our expectations for our operations and business and our corporate responsibility progress, plans, and goals (including environmental and human capital matters). Forward-looking statements are not based on historical facts, but instead represent our current expectations and assumptions regarding our business, the economy, and other future conditions. The inclusion of such statements is not an indication that these contents are necessarily material to investors or required to be disclosed in the Company’s filings with the Securities and Exchange Commission. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict. Actual results may differ materially from our forward-looking statements due to several factors. Factors that could cause our actual results to differ materially from our forward-looking statements are described in our Annual Report on Form 10-K for the year ended December 31, 2023. We caution you, therefore, against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. Any forward-looking statement made by us speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments, or otherwise, and notwithstanding any historical practice of doing so, except as may be required by law. In addition, historical, current, and forward-looking sustainability-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future.

References throughout this document to websites and our reports, including Annual Report to Shareholders for the year ended December 31, 2023, are provided for convenience only, and the content on the referenced websites or reports is not incorporated by reference into this document. We assume no liability for any third-party content contained on the referenced websites or reports.

Letter to Our Shareholders From Our Chief Executive Officer

March 18, 2024

Dear Fellow Shareholders,

We invite you to attend Wells Fargo’s 2024 Annual Meeting of Shareholders to be held on Tuesday, April 30, 2024, at 10 a.m. Eastern Daylight Time. This year’s Annual Meeting will again be held in a virtual format through a live webcast atwww.virtualshareholdermeeting.com/WFC2024.

At the Annual Meeting, shareholders will vote on a number of important matters and will be provided an opportunity to ask questions. Your vote is important to us. We encourage you to vote as soon as possible by one of the methods described in your proxy materials, even if you plan to attend the virtual Annual Meeting.

Please take the time to carefully read the Proxy Statement, which explains more about the matters to be voted on at the Annual Meeting, proxy voting, and other key information on how to participate. I also encourage you to read our 2023 Annual Report to Shareholders, which includes my letter to our shareholders.

As always, thank you for your continued investment in, and support of, Wells Fargo.

Sincerely,

Charles W. Scharf

CEO

Letter to Our Shareholders From Our Independent Board Chair

March 18, 2024

Dear Fellow Shareholders,

Nearly three years into serving as independent Board Chair of Wells Fargo, I write again to express gratitude to management and to our employees, who continue to transform Wells Fargo into a more resilient, efficient, customer-centric company, one that continues to create value for our shareholders.

As a Board, we recognize the significant progress that Wells Fargo’s management team has made to strengthen the Company’s risk and control infrastructure. This has been and remains Wells Fargo’s top priority, and we as a Board continue to oversee this work closely. We also recognize the Company’s progress in building its business in 2023, beyond this critical work – for instance, growing credit cards, de-risking its Home Lending business, better integrating technology into Consumer, Small and Business Banking, and achieving significant strategic wins in Corporate and Investment Banking. All of this occurred while the company continued to invest in its communities, in its employees, and in technology.

As part of our ongoing and intentional Board refreshment process, we are pleased to put forth a new independent director nominee, Fabian T. Garcia, for election at the 2024 Annual Meeting of Shareholders. Mr. Garcia brings valuable strategic planning and business operational experience as a senior executive of a global consumer goods company, leading a portfolio of well-known consumer and retail brands. You can read more about Mr. Garcia and our other Board nominees on the pages that follow in this Proxy Statement.

To Wells Fargo’s employees: you are at the center of the Company’s success and progress. Your dedication to customers, to making our business successful, and to seeing our risk and control work through to completion is significant and impressive. Thank you for your work and for the value you bring to the Company.

I also want to thank you, our shareholders, for your continued investment and confidence in Wells Fargo.

Sincerely,

Steven D. Black

Independent Chair of the Board

Notice of 2024 Annual Meeting

of Shareholders

Meeting Information

Agenda