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WELLS FARGO & COMPANY/MN

For the period ended Dec 31, 2024. Filed Mar 19, 2025.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 31, 2024 · Filed Mar 19, 2025

WFC$83.94-1.0%Stored close · as of Nov 6, 2026
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Additional Information

  1. Pre-Tax Pre-Provision Profit (PTPP) is total revenue less noninterest expense. Management believes that PTPP is a useful financial measure because it enables investors and others to assess the Company’s ability to generate capital to cover credit losses through a credit cycle.

  2. Return on Equity (ROE) represents Wells Fargo net income applicable to common stock divided by average common stockholders’ equity.

  3. Common Equity Tier 1 (CET1) Ratio is calculated under the Standardized Approach which is our binding CET1 ratio. CET1 ratio is a regulatory calculation used by management, investors, regulators, and others to assess the Company’s capital position. For additional information on our CET1 ratio, see the “Capital Management - Risk-Based Capital and Risk-Weighted Assets” section in the Company’s 2024 Annual Report to Shareholders filed as Exhibit 13 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

  4. Efficiency Ratio is noninterest expense divided by total revenue (net interest income and noninterest income).

  5. Net Operating Loss (NOL) means for any year in the Performance Period, that the Company reports a net loss in the Company’s consolidated financial statements, and a net loss continues to exist after eliminating the effect of the following items, each determined based on generally accepting accounting principles: (i) losses resulting from discontinued operations; (ii) the cumulative effect of changes in generally accepted accounting principles; and (iii) any other unusual or infrequent loss which is separately identified and quantified.

  6. Total Shareholder Return (TSR) for Performance Share Awards granted in 1Q 2025 for Performance Year 2024, means, for the Company and each of the other Financial Performance Group Companies, (a) (i) the company’s average closing price of a share of common stock (as reported in such reliable source as determined by the HRC, in its sole discretion) over the last 20 consecutive trading days, ending on December 31, 2027 (“End Price”), minus (ii) the company’s average closing price of a share of common stock (as reported in such reliable source as determined by the Committee, in its sole discretion) over the first 20 consecutive trading days occurring in calendar year 2025 (“Base Price”), plus the value of any dividends declared on such common stock in respect of an ex-dividend date occurring during the Performance Period, as adjusted assuming such dividends were reinvested in shares of common stock of the issuing company on such ex-dividend date (“Reinvested Dividends”), divided by (b) the Base Price (in each case, with such adjustments as are appropriate, in the judgment of the Committee in its sole discretion, to equitably calculate TSR in light of any stock splits, reverse stock splits, stock dividends, and other extraordinary transactions or other changes in the capital structure of the company, as applicable).

2025 Proxy Statement129

Glossary

Term/AcronymDefinition
2025 Proxy StatementWells Fargo’s proxy statement for the 2025 Annual Meeting
Annual Meeting2025 Wells Fargo Annual Meeting of Shareholders
ASCAccounting Standards Codification
BACCBSA/AML Compliance Committee, a special purpose committee of the WFBNA Board
Bank BoardBoard of Directors of Wells Fargo Bank, N.A.
BoardBoard of Directors of Wells Fargo
Board ChairChair of the Board of Directors of Wells Fargo
By-LawsWells Fargo & Company By-Laws, as of February 1, 2024
CD&A“Compensation Discussion and Analysis” section of the 2025 Proxy Statement
CEOChief Executive Officer
CET1 RatioCommon Equity Tier 1 Ratio
CFOChief Financial Officer
CIBCorporate & Investment Banking
Clawback PoliciesThe Company’s Clawback and Forfeiture Policy and Rule 10D-1 Mandatory Clawback Policy
Code of ConductWells Fargo’s Code of Conduct
Company PlansWells Fargo’s 401(k) plan and Stock Purchase Plan
COOChief Operating Officer
Corporate Governance GuidelinesWells Fargo’s Corporate Governance Guidelines
CRCCorporate Responsibility Committee
CROChief Risk Officer
EDTEastern Daylight Time
EPSEarnings Per Share
FASBFinancial Accounting Standards Board
G-SIBGlobal Systemically Important Bank
GAAPU.S. Generally Accepted Accounting Principles
GNCGovernance & Nominating Committee
Term/AcronymDefinition
GRPPGovernment Relations and Public Policy
Group IPCGroup Incentive Compensation and Performance Management Steering Committee
HRCHuman Resources Committee
IPCIncentive Compensation and Performance Management Committee
IRSU.S. Internal Revenue Service
LTICPWells Fargo’s Long-Term Incentive Compensation Plan
2022 LTIPWells Fargo’s 2022 Long-Term Incentive Plan
MeridianMeridian Compensation Partners, independent compensation consultant to the HRC and GNC
NEONamed Executive Officer
NLRBNational Labor Relations Board
NOLNet Operating Loss
NYSENew York Stock Exchange
OCCOffice of the Comptroller of the Currency
PACPolitical Action Committee
PCAOBPublic Company Accounting Oversight Board
PEOPrincipal Executive Officer
PSAPerformance Share Award
PTPPPre-tax pre-provision profit, a non-GAAP financial measure
RCOCRegulatory Compliance Oversight Committee, a special purpose committee of the WFBNA Board
ROEReturn on Equity
ROTCEReturn on Tangible Common Equity
RSRRestricted share right
Say on PayWells Fargo’s advisory approval of executive compensation
SECU. S. Securities and Exchange Commission
TSRTotal Shareholder Return
WIMWealth & Investment Management
Wells FargoWells Fargo & Company, a Delaware corporation
WFBNAWells Fargo Bank, N.A., the principal banking subsidiary of Wells Fargo

Wells Fargo & Company420 Montgomery StreetSan Francisco, CA 94104wellsfargo.com

©2025 Wells Fargo & Company.Deposit products offered through Wells Fargo Bank, N.A. Member FDIC.CCM3136 (Rev 00, 1/each)

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.