Executive Change · Shareholder Vote

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 28, 2026 WELLS FARGO & COMPANY (Exact name of registrant as specified in its charter) Delaware   001-02979   No. 41-0449260 (State or Other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.)              333 Market Street , San Francisco , California 94105 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 415 - 371-2921     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:      ☐     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)      ☐     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)      ☐     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))      ☐     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Trading Symbol Name of Each Exchange on Which Registered Common Stock, par value $1-2/3 WFC New York Stock Exchange ( NYSE ) 7.5% Non-Cumulative Perpetual Convertible Class A Preferred Stock, Series L WFC.PRL NYSE Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series Y WFC.PRY NYSE Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series Z WFC.PRZ NYSE Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series AA WFC.PRA NYSE Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series CC WFC.PRC NYSE Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series DD WFC.PRD NYSE Guarantee of Medium-Term Notes, Series A, due October 30, 2028 of Wells Fargo Finance LLC WFC/28A NYSE Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b‑2). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. The Company held its annual meeting of shareholders on April 28, 2026 (“2026 Shareholder Meeting”). At the 2026 Shareholder Meeting, shareholders approved an amendment and restatement of the Company’s 2022 Long-Term Incentive Plan (the “Plan”). A description of the material terms and conditions of the Plan appears under “Executive Compensation – Item 3 – Proposal to Amend and Restate the Company’s 2022 Long-Term Incentive Plan” on pages 87-94 of the Company’s definitive proxy statement for the 2026 Shareholder Meeting, filed with the Securities and Exchange Commission on March 18, 2026 (the “Proxy Statement”), which description is incorporated herein by reference. The description of the Plan incorporated herein by reference does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan, which is filed as Exhibit 10(a) hereto. Item 5.07     Submission of Matters to a Vote of Security Holders. At the 2026 Shareholder Meeting, shareholders elected the 12 director nominees nominated by the Board as each director nominee received a greater number of votes cast “for” his or her election than votes cast “against” his or her election, as reflected below. In addition, shareholders approved, on an advisory basis, the compensation of the Company’s named executives as disclosed in the Proxy Statement, approved the Plan and ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2026. The six shareholder proposals presented at the 2026 Shareholder Meeting described below did not receive majority support. The final voting results for each item presented at the 2026 Shareholder Meeting are set forth below. Voting results are, when applicable, reported by rounding fractional share voting up or down to the nearest round number. Election of Director Nominees DIRECTOR FOR % 1 AGAINST ABSTENTIONS BROKER NON-VOTES Steven D. Black 2,366,881,189  97.09% 71,024,175  11,009,408  282,105,559  Mark A. Chancy 2,392,388,096  98.12% 45,946,671  10,580,005  282,105,559  Theodore F. Craver, Jr. 2,341,337,805  96.03% 96,746,964  10,830,003  282,105,559  Richard K. Davis 2,325,390,976  95.35% 113,425,049  10,098,747  282,105,559  Fabian T. Garcia 2,403,568,187  98.58% 34,585,482  10,761,103  282,105,559  Wayne M. Hewett 2,289,986,643  93.92% 148,235,978  10,692,151  282,105,559  CeCelia G. Morken 2,377,305,449  97.53% 60,138,087  11,471,236  282,105,559  Maria R. Morris 2,382,438,528  97.68% 56,661,926  9,814,318  282,105,559  Felicia F. Norwood 2,404,615,633  98.60% 34,170,786  10,128,353  282,105,559  Ronald L. Sargent 2,310,646,817  94.78% 127,385,267  10,882,688  282,105,559  Charles W. Scharf 2,325,282,472  95.28% 115,064,261  8,568,039  282,105,559  Suzanne M. Vautrinot 2,396,618,236  98.24% 42,960,194  9,336,342  282,105,559  Advisory Vote to Approve Executive Compensation (Say on Pay) FOR % 2 AGAINST ABSTENTIONS BROKER NON-VOTES 1,604,792,488  65.53% 831,262,731  12,859,553  282,105,559  Amend and Restate the Company's 2022 Long-Term Incentive Plan FOR % 1 AGAINST ABSTENTIONS BROKER NON-VOTES 2,337,239,396  95.93% 99,219,067  12,456,309  282,105,559  Ratify the Appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for 2026 FOR % 2 AGAINST ABSTENTIONS BROKER NON-VOTES 2,556,099,670  93.60% 166,957,643  7,963,018  —  Shareholder Proposal – Request for Board of Directors to Adopt Policy for an Independent Chair FOR % 2 AGAINST ABSTENTIONS BROKER NON-VOTES 830,200,706  33.90% 1,589,896,934  28,817,132  282,105,559  Shareholder Proposal – Govern by Majority Vote  FOR % 2 AGAINST ABSTENTIONS BROKER NON-VOTES 1,174,113,467  47.94% 1,258,184,662  16,616,643  282,105,559  Shareholder Proposal – Energy Supply Ratio  FOR % 2 AGAINST ABSTENTIONS BROKER NON-VOTES 498,482,511  20.36% 1,920,162,032  30,270,229  282,105,559  Shareholder Proposal – Report on High-Carbon Financing Litigation Risk  FOR % 2 AGAINST ABSTENTIONS BROKER NON-VOTES 225,133,190  9.19% 2,193,366,868  30,414,714  282,105,559  Shareholder Proposal – Board Committee on Indigenous Peoples' Rights  FOR % 2 AGAINST ABSTENTIONS BROKER NON-VOTES 128,966,428  5.27% 2,282,706,541  37,241,803  282,105,559  Shareholder Proposal – Report on Respecting Vendor Civil Liberties  FOR % 2 AGAINST ABSTENTIONS BROKER NON-VOTES 43,192,582  1.76% 2,376,132,347  29,589,843  282,105,559  _________________________________ 1 Votes cast for the proposal as a percentage of total votes cast for and against. 2 Votes cast for the proposal as a percentage of total votes cast for and against and abstentions. Item 9.01    Financial Statements and Exhibits. (d)    Exhibits      Exhibit No. Description Location 10(a) Wells Fargo & Company 2022 Long-Term Incentive Plan Filed herewith 104 Cover Page Interactive Data File Embedded within the Inline XBRL document SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.   Dated: April 30, 2026 WELLS FARGO & COMPANY By:  /s/ JANET MCGINNESS Janet McGinness Managing Director, Senior Associate General Counsel and Secretary