Wells Fargo Card Trust Navigates Litigation, Servicing Compliance

TL;DR

**This trust is a pass-through for Wells Fargo's credit card receivables, and its stability hinges on the legal and operational health of its sponsor and trustee, both currently embroiled in significant, multi-billion dollar litigations.**

AI Summary

WF Card Funding LLC, as depositor for WF Card Issuance Trust, filed its 10-K for the fiscal year ended December 31, 2025. The filing primarily details legal proceedings impacting its sponsor, Wells Fargo Bank, National Association (WFBNA), and its trustee, U.S. Bank. WFBNA is involved in the ongoing Interchange Litigation, where a damages class settlement of approximately $6.2 billion was affirmed on March 15, 2023, with WFBNA's allocated responsibility for additional funding being approximately $94.5 million. A revised settlement proposal for the equitable relief class claims was announced in November 2025, with a preliminary approval hearing scheduled for April 20, 2026. U.S. Bank is facing multiple lawsuits in its capacity as trustee for residential mortgage-backed securities (RMBS) trusts and student loan-backed securities (DSTs), including the NCMSLT Action filed on March 9, 2018, which remains stayed. The trust itself does not have significant obligors or require financial information on credit enhancement or derivatives. Both WFBNA and U.S. Bank submitted reports on assessment of compliance with servicing criteria as of December 31, 2025, with no material instances of noncompliance identified.

Why It Matters

This 10-K provides crucial transparency for investors in WF Card Issuance Trust, highlighting the significant legal overhangs faced by its key partners, Wells Fargo Bank, National Association (WFBNA) and U.S. Bank. The ongoing Interchange Litigation, with WFBNA's $94.5 million allocated responsibility, directly impacts the sponsor's financial health and could indirectly affect the trust's operations or perceived stability. Similarly, U.S. Bank's involvement in RMBS and student loan lawsuits introduces reputational and operational risks for a critical service provider. These legal battles, particularly those concerning interchange fees, have broader implications for the competitive landscape of the credit card industry, potentially influencing future fee structures and network investments by Visa and Mastercard, which could affect all card issuers and merchants.

Risk Assessment

Risk Level: medium — The risk level is medium due to the significant ongoing legal proceedings involving key entities. Wells Fargo Bank, National Association, the sponsor, has an allocated responsibility of approximately $94.5 million for the Interchange Litigation settlement, affirmed on March 15, 2023. Additionally, U.S. Bank, the indenture trustee, is a defendant in multiple lawsuits concerning RMBS and student loan trusts, such as the NCMSLT Action filed on March 9, 2018, which could impact its ability to perform its duties.

Analyst Insight

Investors should closely monitor the outcomes of the Interchange Litigation and U.S. Bank's various trustee lawsuits, as adverse rulings could impact the financial stability of the sponsor and the operational integrity of the trustee. While no direct financial impact on WF Card Funding LLC is detailed, the indirect risks warrant careful consideration of the underlying credit card receivables' performance and the broader financial health of Wells Fargo.

Financial Highlights

debt To Equity

N/A

revenue

N/A

operating Margin

N/A

total Assets

N/A

total Debt

N/A

net Income

N/A

eps

N/A

gross Margin

N/A

cash Position

N/A

revenue Growth

N/A

Key Numbers

• $6.2B — Interchange Litigation Damages Settlement (Total settlement amount for the damages class, affirmed March 15, 2023.)
• $94.5M — Wells Fargo's Allocated Responsibility (Additional funding responsibility for Wells Fargo in the Interchange Litigation settlement.)
• 2025-12-31 — Fiscal Year End (Reporting period for compliance with servicing criteria.)
• 2026-04-20 — Hearing Date (Scheduled date for preliminary approval of revised equitable relief settlement in Interchange Litigation.)
• 2023-03-15 — Affirmation Date (Date the Second Circuit affirmed the damages class settlement.)

Key Players & Entities

• WF Card Funding LLC (company) — Depositor of WF Card Issuance Trust
• WF Card Issuance Trust (company) — Issuing entity of the Notes
• Wells Fargo Bank, National Association (company) — Sponsor and Servicing Participant, involved in Interchange Litigation
• U.S. Bank Trust Company, National Association (company) — Indenture trustee and Servicing Participant, involved in RMBS and student loan litigation
• Visa (company) — Credit card payment network, defendant in Interchange Litigation
• Mastercard (company) — Credit card payment network, defendant in Interchange Litigation
• Kristine Kinzle (person) — President & C of WF Card Funding, LLC
• $6.2 billion (dollar_amount) — Damages class settlement in Interchange Litigation
• $94.5 million (dollar_amount) — Wells Fargo's allocated responsibility for additional funding in Interchange Litigation
• SEC (regulator) — Securities and Exchange Commission

FAQ

Risk Factors

• Interchange Litigation Settlement [high — legal]: Wells Fargo Bank, National Association (WFBNA) is involved in the Interchange Litigation. A damages class settlement of approximately $6.2 billion was affirmed on March 15, 2023, with WFBNA allocated an additional funding responsibility of approximately $94.5 million. A revised settlement proposal for equitable relief class claims was announced in November 2025, with a preliminary approval hearing scheduled for April 20, 2026.
• U.S. Bank Trustee Lawsuits [medium — legal]: U.S. Bank, as trustee for RMBS and DSTs, faces multiple lawsuits. The NCMSLT Action, filed March 9, 2018, remains stayed. These legal proceedings could impact the operational stability of the trustee, indirectly affecting the trust.
• Servicing Compliance [low — operational]: Both WFBNA and U.S. Bank submitted reports on their assessment of compliance with servicing criteria as of December 31, 2025. No material instances of noncompliance were identified, indicating a generally stable operational environment for servicing.

Industry Context

The credit card securitization market is influenced by regulatory scrutiny and the financial health of major banking institutions. Competition among card issuers and servicers is intense, with a focus on managing risk and maintaining operational efficiency. Recent legal challenges, such as the Interchange Litigation, highlight the potential for significant financial and reputational impacts on key players.

Regulatory Implications

The ongoing Interchange Litigation and the lawsuits against U.S. Bank as trustee represent significant legal and potential financial risks. While no material noncompliance with servicing criteria was found, the scale of these legal proceedings necessitates close monitoring by investors for any potential impact on the trust or its related parties.

What Investors Should Do

1. Monitor Interchange Litigation Developments
2. Assess U.S. Bank's Trustee Role
3. Review Servicing Compliance Reports

Key Dates

• 2023-03-15: Interchange Litigation Damages Class Settlement Affirmed — This date marks the affirmation of a significant settlement impacting WFBNA, with a substantial financial commitment from the sponsor.
• 2025-11-01: Revised Equitable Relief Settlement Proposal Announced — Indicates ongoing efforts to resolve further claims related to the Interchange Litigation, with a future hearing date set.
• 2026-04-20: Preliminary Approval Hearing for Equitable Relief Settlement — A key date for determining the next steps in resolving the equitable relief class claims, which could have further financial implications.
• 2018-03-09: NCMSLT Action Filed — This lawsuit against U.S. Bank as trustee remains a potential ongoing legal risk, although currently stayed.
• 2025-12-31: Servicing Criteria Compliance Assessment Date — The date as of which WFBNA and U.S. Bank confirmed compliance with servicing criteria, with no material exceptions noted.

Glossary

Depositor

An entity that transfers assets to a trust in exchange for beneficial interests in the trust. In this case, WF Card Funding LLC is the depositor. (Establishes WF Card Funding LLC's role in creating the WF Card Issuance Trust and facilitating securitization.)

Sponsor

The entity that initiates and manages the securitization process, often the originator or servicer of the assets being securitized. Here, Wells Fargo Bank, National Association (WFBNA) is the sponsor. (Highlights WFBNA's central role and its exposure to risks associated with the trust's assets and operations.)

Trustee

An entity appointed to hold and manage assets for the benefit of bondholders or beneficiaries. U.S. Bank acts as the trustee for the WF Card Issuance Trust. (Indicates U.S. Bank's fiduciary responsibility and its involvement in potential legal actions related to its trustee duties.)

Interchange Litigation

A significant legal case involving claims related to credit card interchange fees, impacting WFBNA. (Represents a major legal and financial risk for WFBNA, with substantial settlement amounts and ongoing proceedings.)

RMBS

Residential Mortgage-Backed Securities. Securities backed by pools of residential mortgage loans. (Context for some of the lawsuits faced by U.S. Bank in its capacity as trustee.)

DSTs

Student Loan-Backed Securities. Securities backed by pools of student loans. (Context for some of the lawsuits faced by U.S. Bank in its capacity as trustee.)

Servicing Criteria

A set of standards and procedures that servicers must adhere to when managing securitized assets. Compliance is assessed periodically. (Demonstrates the operational diligence of the servicers (WFBNA and U.S. Bank) and the absence of identified material compliance issues.)

Year-Over-Year Comparison

This filing focuses heavily on legal proceedings impacting the sponsor (WFBNA) and trustee (U.S. Bank), rather than direct financial performance metrics of WF Card Funding LLC itself. The key financial figures from the Interchange Litigation settlement ($6.2B total, $94.5M WFBNA's responsibility) and the upcoming April 20, 2026, hearing date are new developments. The assessment of servicing compliance as of December 31, 2025, with no material noncompliance, indicates a stable operational status for the servicers, which is consistent with prior expectations of operational diligence.

Key Financial Figures

• $6.6 billion — agreed to pay a total of approximately $6.6 billion in order to settle the consolidated act
• $6.2 b — agreed to pay a total of approximately $6.2 billion, which includes approximately $5.
• $5.3 billion — 2 billion, which includes approximately $5.3 billion of funds remaining in escrow from the 2
• $900 million — in escrow from the 2012 settlement and $900 million in additional funding. The Company's al
• $94.5 million — the additional funding is approximately $94.5 million. The court granted final approval of th

Filing Documents

• d111263d10k.htm (10-K) — 67KB
• d111263dex414.htm (EX-4.14) — 76KB
• d111263dex415.htm (EX-4.15) — 75KB
• d111263dex416.htm (EX-4.16) — 67KB
• d111263dex311.htm (EX-31.1) — 7KB
• d111263dex331.htm (EX-33.1) — 119KB
• d111263dex332.htm (EX-33.2) — 76KB
• d111263dex341.htm (EX-34.1) — 10KB
• d111263dex342.htm (EX-34.2) — 5KB
• d111263dex351.htm (EX-35.1) — 6KB
• g111263g0321103612299.jpg (GRAPHIC) — 2KB
• g111263g0321103612633.jpg (GRAPHIC) — 3KB
• g111263g0321104615134.jpg (GRAPHIC) — 3KB
• g111263g0321104615473.jpg (GRAPHIC) — 3KB
• 0001193125-26-124386.txt ( ) — 524KB

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations. Item 7A.

Quantitative and Qualitative Disclosures about Market Risk

Quantitative and Qualitative Disclosures about Market Risk. Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data. Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. Item 9A.

Controls and Procedures

Controls and Procedures. Item9B: Other Information. None. Item9C: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. PART III The following Items have been omitted in accordance with General Instruction J to Form 10–K: Item 10. Directors, Executive Officers and Corporate Governance. Item 11.

Executive Compensation

Executive Compensation. Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Item 13. Certain Relationships and Related Transactions, and Director Independence. Item 14. Principal Accountant Fees and Services. Substitute information provided in accordance with General Instruction J to Form 10–K:

of Regulation AB: Affiliations and Certain Relationships and Related Transactions

Item 1119 of Regulation AB: Affiliations and Certain Relationships and Related Transactions . Information required by Item 1119 of Regulation AB has been omitted from this report on Form 10-K in reliance on the Instruction to Item 1119. Item1122 of Regulation AB: Compliance with Applicable Servicing Criteria. Each of WFBNA and U.S. Bank (each, a "Servicing Participant") has been identified by the registrant as a party participating in the servicing function with respect to the pool assets held by WF Card Issuance Trust. Each Servicing Participant has completed a report on an assessment of compliance with the servicing criteria applicable to such Servicing Participant (each, a "Report on Assessment") as of, and for the applicable reporting period ended, December 31, 2025, which Reports on Assessment are included as exhibits to this Form 10-K. The "applicable reporting period" is based on the scope of each Servicing Participant's platform-level report, which is a 12-month period in the case of WFBNA and a 12-month period in the case of U.S. Bank. See "— Platform-Level Reports " below. In addition, each Servicing Participant has provided an attestation report (each, an "Attestation Report") by a registered independent public accounting firm regarding its related Report on Assessment. Each Attestation Report is attached as an exhibit to this Form 10-K. Vendors A Servicing Participant may engage one or more vendors to perform specific and limited, or scripted activities that address all or a portion of one or more servicing criteria applicable to such Servicing Participant. Generally in these cases, the Servicing Participant has instituted policies and procedures to monitor whether such vendors' activities comply in all material respects with such servicing criteria, and may elect to take responsibility for assessing compliance with the servicing criteria applicable to such vendors' activities in such Servicing Participant's Report on Assessment. Where the Serv

SIGNATURES

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. WF Card Funding, LLC, as Depositor of WF Card Issuance Trust By: /s/ Kristine Kinzle Name: Kristine Kinzle Title: President & CEO (senior officer in charge of securitization of WF Card Funding, LLC) Date: March 25, 2026

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View this 10-K filing on SEC EDGAR