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WELLS FARGO & COMPANY/MN - Annual Report: 2023 (Form 10-K)

3(b) 
By-Laws.
Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed January 24, 2024.
4(a) See Exhibits 3(a) and 3(b). 4(b) The Company agrees to furnish upon request to the Commission a copy of each instrument defining the rights of holders of senior and subordinated debt of the Company. 4(c)
Description of Securities.
Filed herewith.10(a)*
Wells Fargo & Company 2022 Long-Term Incentive Plan.
Incorporated by reference to Exhibit 10(a) to the Company’s Current Report on Form 8-K filed April 29, 2022.
Long-Term Incentive Compensation Plan (as amended and restated on April 26, 2019).
Incorporated by reference to Exhibit 10(b) to the Company’s Current Report on Form 8-K filed April 26, 2019. Forms of Performance Share Award Agreement: 
For grants on or after January 23, 2024;
Filed herewith.
For grants on or after January 24, 2023;
Incorporated by reference to Exhibit 10(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.
For grants on or after April 27, 2022;
Incorporated by reference to Exhibit 10(c) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022.
For grants on or after January 25, 2022; and
Incorporated by reference to Exhibit 10(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
For grants on or after January 26, 2021.
Incorporated by reference to Exhibit 10(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.Forms of Restricted Share Rights Award Agreement:
For grants on or after January 23, 2024;
Filed herewith.
For grants to non-employee Directors on or after January 1, 2024;
Filed herewith.
For grants on or after January 24, 2023;
Incorporated by reference to Exhibit 10(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.
For grants to non-employee Directors on or after January 1, 2023;
Incorporated by reference to Exhibit 10(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.
*  Management contract or compensatory plan or arrangement.
12

Exhibit
Number
DescriptionLocation
For grants on or after April 27, 2022;
Incorporated by reference to Exhibit 10(b) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022.
For grants on or after January 25, 2022;
Incorporated by reference to Exhibit 10(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
For grants on or after January 26, 2021; and
Incorporated by reference to Exhibit 10(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.
Restricted Share Rights Award Agreement for grant to Charles W. Scharf on October 21, 2019.
Incorporated by reference to Exhibit 10(a) to the Company’s Current Report on Form 8-K filed October 25, 2019.
10(b)*Filed herewith.
Filed herewith.
10(c)*Incorporated by reference to Exhibit 10(c) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.
Deferred Compensation Plan, as amended effective January 1, 2008.
Incorporated by reference to Exhibit 10(f) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.
Amendment to Deferred Compensation Plan, effective July 1, 2023.
Incorporated by reference to Exhibit 10(a) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023.
Amendment to Deferred Compensation Plan, effective January 1, 2022.
Incorporated by reference to Exhibit 10(a) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022.
Amendment to Deferred Compensation Plan, effective January 1, 2021.
Incorporated by reference to Exhibit 10(c) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.
Amendment to Deferred Compensation Plan, effective December 31, 2018.
Incorporated by reference to Exhibit 10(c) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.
Amendment to Deferred Compensation Plan, effective July 1, 2017.
Incorporated by reference to Exhibit 10(c) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017.
Amendment to Deferred Compensation Plan, effective January 1, 2017.
Incorporated by reference to Exhibit 10(d) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.
Amendments to Deferred Compensation Plan, effective August 1, 2016 and January 1, 2017.
Incorporated by reference to Exhibit 10(a) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016.
Amendment to Deferred Compensation Plan, effective January 1, 2016.
Incorporated by reference to Exhibit 10(e) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.
Amendment to Deferred Compensation Plan, effective January 1, 2015.
Incorporated by reference to Exhibit 10(a) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014.
Amendment to Deferred Compensation Plan, effective January 1, 2013.
Incorporated by reference to Exhibit 10(e) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.
Amendment to Deferred Compensation Plan, effective January 1, 2011.
Incorporated by reference to Exhibit 10(a) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011.
13

Exhibit
Number
Description
Location
Amendment to Deferred Compensation Plan, effective December 1, 2009.
Incorporated by reference to Exhibit 10(f) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.
10(d)*Incorporated by reference to Exhibit 10(f) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007.
 
Amendment to Directors Stock Compensation and Deferral Plan, effective April 1, 2013.
 
Incorporated by reference to Exhibit 10(a) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013.
 
Amendment to Directors Stock Compensation and Deferral Plan, effective January 1, 2013.
 
Incorporated by reference to Exhibit 10(a) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013.
 
Amendment to Directors Stock Compensation and Deferral Plan, effective January 24, 2012.
 
Incorporated by reference to Exhibit 10(f) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.
 
Amendment to Directors Stock Compensation and Deferral Plan, effective January 25, 2011.
 
Incorporated by reference to Exhibit 10(d) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011.
 
Amendment to Directors Stock Compensation and Deferral Plan, effective February 24, 2009.
 
Incorporated by reference to Exhibit 10(a) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009.
 
Amendments to Directors Stock Compensation and Deferral Plan, effective September 23, 2008.
 
Incorporated by reference to Exhibit 10(a) to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008.
 
Amendment to Directors Stock Compensation and Deferral Plan, effective January 22, 2008. 
Incorporated by reference to Exhibit 10(f) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007.
 
Action of Governance and Nominating Committee Increasing Amount of Formula Stock and Option Awards Under Directors Stock Compensation and Deferral Plan, effective January 1, 2007.
Incorporated by reference to Exhibit 10(f) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.
 
Form of Non-Qualified Stock Option Agreement for grants to Directors on or before April 29, 2008.
Incorporated by reference to Exhibit 10(b) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013.
10(e)*Incorporated by reference to Exhibit 10(b) to the former Wells Fargo’s Annual Report on Form 10-K for the year ended December 31, 1997.
 
Amendment to Deferral Plan, effective January 1, 2004.
Incorporated by reference to Exhibit 10(d) to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
10(f)*Incorporated by reference to Exhibit 10(c) to the Company’s Current Report on Form 8-K filed May 4, 2009.
Amendment to Supplemental 401(k) Plan, effective July 1, 2023.
Incorporated by reference to Exhibit 10(b) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023.
Amendment to Supplemental 401(k) Plan, effective January 1, 2022.
Incorporated by reference to Exhibit 10(b) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022.
Amendment to Supplemental 401(k) Plan, effective January 1, 2021.
Incorporated by reference to Exhibit 10(f) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.
Amendment to Supplemental 401(k) Plan, effective January 1, 2020.
Incorporated by reference to Exhibit 10(b) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020.
Amendment to Supplemental 401(k) Plan, effective December 31, 2018.
Incorporated by reference to Exhibit 10(i) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.
14

Exhibit
Number
Description
Location
Amendment to Supplemental 401(k) Plan, effective July 1, 2017.
Incorporated by reference to Exhibit 10(d) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017.
Amendment to Supplemental 401(k) Plan, effective January 1, 2015.
Incorporated by reference to Exhibit 10(b) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014.
10(g)*Incorporated by reference to Exhibit 10(b) to the Company’s Current Report on Form 8-K filed May 4, 2009.
Amendment to Supplemental Cash Balance Plan, effective July 1, 2023.
Incorporated by reference to Exhibit 10(c) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023.
Amendment to Supplemental Cash Balance Plan, effective January 1, 2022.
Incorporated by reference to Exhibit 10(c) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022.
Amendment to Supplemental Cash Balance Plan, effective January 1, 2020.
Incorporated by reference to Exhibit 10(c) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020.
Amendment to Supplemental Cash Balance Plan, effective February 1, 2019.
Incorporated by reference to Exhibit 10(j) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.
Amendment to Supplemental Cash Balance Plan, effective December 31, 2018.
Incorporated by reference to Exhibit 10(h) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.
Amendment to Supplemental Cash Balance Plan, effective July 1, 2017.
Incorporated by reference to Exhibit 10(e) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017.
10(h)*Supplemental Long-Term Disability Plan.Incorporated by reference to Exhibit 10(f) to the Company’s Annual Report on Form 10-K for the year ended December 31, 1990.
 Amendment to Supplemental Long-Term Disability Plan.Incorporated by reference to Exhibit 10(g) to the Company’s Annual Report on Form 10-K for the year ended December 31, 1992.
10(i)*Incorporated by reference to Exhibit 10(y) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003.
10(j)*Incorporated by reference to Exhibit 10(w) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008.
10(k)*Incorporated by reference to Exhibit 10(f) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022.
10(l)*Incorporated by reference to Exhibit 10(g) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022.
10(m)*Incorporated by reference to Exhibit (10)(a) to Wachovia Corporation’s Current Report on Form 8-K filed December 29, 2008.
Amendment to the Wachovia Savings Restoration Plan, effective July 1, 2023.
Incorporated by reference to Exhibit 10(d) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023.
Amendment to Wachovia Corporation Elective Deferral Plan, effective January 1, 2022.
Incorporated by reference to Exhibit 10(d) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022.
Amendment to Elective Deferral Plan, effective January 1, 2020.
Incorporated by reference to Exhibit 10(m) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
15

Exhibit
Number
Description
Location
Amendment to Elective Deferral Plan, effective December 31, 2018.
Incorporated by reference to Exhibit 10(m) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
Amendment to Elective Deferral Plan, effective July 1, 2017.
Incorporated by reference to Exhibit 10(m) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
Amendment to Elective Deferral Plan, effective August 1, 2016.
Incorporated by reference to Exhibit 10(m) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
Amendment to Elective Deferral Plan, effective June 21, 2013.
Incorporated by reference to Exhibit 10(m) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
Amendment to Elective Deferral Plan, effective December 14, 2012.
Incorporated by reference to Exhibit 10(m) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
10(n)*
Incorporated by reference to Exhibit (10)(d) to Wachovia Corporation’s Annual Report on Form 10-K for the year ended December 31, 1997.
10(o)*
Incorporated by reference to Exhibit (99) to Wachovia Corporation’s Current Report on Form 8-K filed January 5, 2005.
10(p)*Incorporated by reference to Exhibit 10(b) to Wachovia Corporation’s Current Report on Form 8-K filed December 29, 2008.
Wachovia Corporation Savings Restoration Plan.
Incorporated by reference to Exhibit 10(gg) to Wachovia Corporation’s Annual Report on Form 10-K for the year ended December 31, 2002.
Amendment to Wachovia Corporation Savings Restoration Plan, effective January 1, 2022.
Incorporated by reference to Exhibit 10(e) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022.
Amendment to Wachovia Corporation Savings Restoration Plan, effective January 1, 2020.
Incorporated by reference to Exhibit 10(a) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020.
Amendment to Wachovia Corporation Savings Restoration Plan, effective December 31, 2018.
Incorporated by reference to Exhibit 10(s) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.
Amendment to Wachovia Corporation Savings Restoration Plan, effective July 1, 2017.
Incorporated by reference to Exhibit 10(f) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017.
Amendments to Wachovia Corporation Savings Restoration Plan, effective August 1, 2016.
Incorporated by reference to Exhibit 10(b) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016.
Amendment 2008-1 to Wachovia Corporation Savings Restoration Plan. 
Incorporated by reference to Exhibit 10(c) to Wachovia Corporation’s Current Report on Form 8-K filed December 29, 2008.
 
Amendment 2007-1 to Wachovia Corporation Savings Restoration Plan. 
Incorporated by reference to Exhibit 10(b) to Wachovia Corporation’s Current Report on Form 8-K filed December 20, 2007.
10(q)*Incorporated by reference to Exhibit 10(bb) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.
10(r)*Incorporated by reference to Exhibit 10(v) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.
10(s)*Incorporated by reference to Exhibit 10(a) to the Company’s Current Report on Form 8-K filed September 27, 2019.
    
16

Exhibit
Number
DescriptionLocation
13Filed herewith.
21Filed herewith.
22
Incorporated by reference to Exhibit 22 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023.
23Filed herewith.
24Filed herewith.
31(a)Filed herewith.
31(b)Filed herewith.
32(a)Furnished herewith.
32(b)Furnished herewith.
97
Filed herewith.
99Filed herewith.
101.SCHXBRL Taxonomy Extension Schema Document.Filed herewith.
101.CALXBRL Taxonomy Extension Calculation Linkbase Document.Filed herewith.
101.LABXBRL Taxonomy Extension Label Linkbase Document.Filed herewith.
101.PREXBRL Taxonomy Extension Presentation Linkbase Document.Filed herewith.
101.DEFXBRL Taxonomy Extension Definitions Linkbase Document.Filed herewith.
104Cover Page Interactive Data File.Formatted as Inline XBRL and contained
in Exhibit 101.

ITEM 16.FORM 10-K SUMMARY
Not applicable.
17

SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 20, 2024.
 
WELLS FARGO & COMPANY
 
By:/s/ CHARLES W. SCHARF
Charles W. Scharf
President and Chief Executive Officer
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
By:/s/ CHARLES W. SCHARF
Charles W. Scharf
President and Chief Executive Officer
(Principal Executive Officer)
February 20, 2024

By:/s/ MICHAEL P. SANTOMASSIMO
Michael P. Santomassimo
Senior Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
February 20, 2024

By:/s/ MUNEERA S. CARR
Muneera S. Carr
Executive Vice President, Chief Accounting Officer and Controller
(Principal Accounting Officer)
February 20, 2024

 
The Directors of Wells Fargo & Company listed below have duly executed powers of attorney empowering Steven D. Black to sign this document on their behalf.
 
Steven D. BlackRichard K. DavisMaria R. MorrisRonald L. Sargent
Mark A. ChancyWayne M. HewettFelicia F. NorwoodCharles W. Scharf
Celeste A. ClarkCeCelia G. MorkenRichard B. Payne, Jr.Suzanne M. Vautrinot
Theodore F. Craver, Jr.

By:/s/ STEVEN D. BLACK
Steven D. Black
Director and Attorney-in-fact
February 20, 2024


18

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