WFC-Form S-8 04.30-2026

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

S-8 1 wfc-formsx80430x2026.htm FORM S-8 WFC-Form S-8 04.30-2026

As filed with the Securities and Exchange Commission on April 30, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________________

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

___________________

WELLS FARGO & COMPANY

(Exact name of registrant as specified in charter)


Delaware		41-0449260
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification Number)

333 Market Street San Francisco, California (415) 371-2921		94105
(Address of principal executive offices)		(Zip code)

___________________

Wells Fargo & Company 2022 Long-Term Incentive Plan

(Full title of the plan)

Ellen R. Patterson

Senior Executive Vice President and General Counsel

Wells Fargo & Company

30 Hudson Yards, Floor 61

(415) 371-2921

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Janet McGinness

Senior Vice President and Corporate Secretary

Wells Fargo & Company

30 Hudson Yards, Floor 61

New York, NY 10001

(415) 371-2921

Indicate by check mark whether the Wells Fargo is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller

reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”

and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the Wells Fargo has elected not to use the extended transition period for

complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.

______________________________________________________________________________

EXPLANATORY NOTE

This registration statement on Form S-8 (the “Registration Statement”) is being filed in order to register an

additional 45,000,000 shares of common stock, par value $1-2/3 per share, of Wells Fargo & Company (“Wells

Fargo”) under the Wells Fargo & Company 2022 Long-Term Incentive Plan (the “Plan”).

______________________________________________________________________________

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents (or portions thereof) filed by Wells Fargo or the Plan, as the case may be, with

the Securities and Exchange Commission (the “Commission”) under the Securities Exchange Act of 1934, as

amended (the “Exchange Act”), are incorporated herein by reference (other than the portions of those documents not

deemed to be filed). All documents were filed with the Commission under File No. 001-02979.

(a)Wells Fargo’s Annual Report on Form 10-K for the year ended December 31, 2025, including

information specifically incorporated by reference into the Form 10-K from Wells Fargo’s

2025 Annual Report to Shareholders and Wells Fargo’s Proxy Statement for the 2026 Annual Meeting of

Shareholders;

(b)Wells Fargo’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026

(c)Wells Fargo’s Current Reports on Form 8-K filed January 14, 2026, January 22, 2026, January 23, 2026,

January 29, 2026, February 13, 2026, February 25, 2026, March 17, 2026, March 18, 2026, April 14,

2026, and April 30, 2026 (other than portions of these documents not deemed to be filed);

(d)The description of Wells Fargo’s common stock contained in Exhibit 4(c) to the Annual Report on

Form 10-K for the year ended December 31, 2025, including any amendment or report filed to update

such description; and

All reports and/or documents filed by Wells Fargo or the Plan with the Commission pursuant to Section

13(a), 13(c), 14, or 15(d) of the Exchange Act, except for such reports and/or other documents (or portions thereof)

that are only “furnished” to the Commission or that are otherwise not deemed to be filed with the Commission

pursuant to such Exchange Act sections, subsequent to the date hereof and prior to the filing of a post-effective

amendment that indicates all securities offered have been sold or that deregisters all securities then remaining unsold

shall be deemed to be incorporated by reference herein and to be a part hereof from the date of such filing.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall

be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein or in any

other subsequently filed document that also is, or is deemed to be, incorporated by reference herein modifies

or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so

modified or superseded, to constitute a part hereof.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Certain legal matters with respect to the validity of the securities registered hereby have been passed upon

for the Registrant by Janet McGinness, Senior Vice President and Corporate Secretary, on behalf of the Registrant.

Ms. McGinness is a participant in the Plan and may receive benefits under Plan.

Item 6. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law authorizes indemnification of directors and officers

of a Delaware corporation under certain circumstances against expenses, judgments and the like in connection with

litigation. Article Fourteenth of the restated certificate of incorporation of Wells Fargo, as amended, provides for

broad indemnification of directors and officers. Wells Fargo also maintains insurance coverage relating to certain

liabilities of directors and officers.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

The following is a complete list of exhibits filed as part of this Registration Statement:



Exhibit No.		Description
4.1		Restated Certificate of Incorporation of Wells Fargo (incorporated by reference to Exhibit 3(a) to Wells Fargo’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 filed April 29, 2026).
4.2		By-Laws of Wells Fargo (incorporated by reference to Exhibit 3.1 to Wells Fargo’s Current Report on Form 8-K filed July 31, 2025).
5		Opinion of Janet McGinness.*
23.1		Consent of Janet McGinness (included in opinion filed as Exhibit 5 hereto).*
23.2		Consent of KPMG.*
24		Powers of Attorney.*
99		Wells Fargo & Company Long-Term Incentive Plan (as amended and restated effective April 28, 2026).*
107		Filing Fee Table.*

* Filed Herewith.

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this

Registration Statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the

Registration Statement (or the most recent post-effective amendment thereof) which, individually

or in the aggregate, represent a fundamental change in the information set forth in the

Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of

securities offered (if the total dollar value of securities offered would not exceed that which was

registered) and any deviation from the low or high end of the estimated maximum offering range

may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if,

in the aggregate, the changes in volume and price represent no more than a 20% change in the

maximum aggregate offering price set forth in the “Calculation of Filing Fee Table” in an exhibit

to the effective Registration Statement;

(iii) to include any material information with respect to the plan of distribution not previously

disclosed in the Registration Statement or any material change to such information in the

Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required

to be included in a post-effective amendment by those paragraphs is contained in reports filed

with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of

the Exchange Act that are incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-

effective amendment shall be deemed to be a new registration statement relating to the securities offered

therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering

thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being

registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities

Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange

Act that is incorporated by reference in the Registration Statement shall be deemed to be a new registration

statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to

be the initial bona fide offering thereof.

officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant

has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in

the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such

liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling

person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director,

officer, or controlling person in connection with the securities being registered, the Registrant will, unless in the

opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate

jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities

Act of 1933 and will be governed by the final adjudication of such issue.

SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has

reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this

registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New

York, State of New York, on April 30, 2026.


WELLS FARGO & COMPANY

By:		/s/ Charles W. Scharf
		Charles W. Scharf
		Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on

April 30, 2026 by the following persons in the capacities indicated:


/s/ Charles W. Scharf		Chairman and Chief Executive Officer
Charles W. Scharf		(Principal Executive Officer)


/s/ Michael P. Santomassimo		Senior Executive Vice President and Chief Financial Officer
Michael P. Santomassimo		(Principal Financial Officer)


/s/ Muneera S. Carr		Executive Vice President, Chief Accounting Officer and Controller
Muneera S. Carr		(Principal Accounting Officer)


STEVEN D. BLACK MARK A. CHANCY THEODORE F. CRAVER, JR. RICHARD K. DAVIS FABIAN T. GARCIA		WAYNE M. HEWETT CECELIA G. MORKEN MARIA R. MORRIS FELICIA F. NORWOOD RONALD L. SARGENT SUZANNE M. VAUTRINOT		A majority of the Board of Directors*

* Charles W. Scharf, by signing his name hereto, does hereby sign this document on behalf of each of the directors

named above pursuant to powers of attorney duly executed by such persons.


By:	/s/ Charles W. Scharf
	Charles W. Scharf
	Attorney-in-fact

SEC Form S-8 filed by Wells Fargo & Company