Thomas Matula, Jr. v. Wells Fargo & Company

── Thomas Matula, Jr. v. Wells Fargo & Company ── Court: Court of Appeals for the Eighth Circuit Date: May 12, 2026 Category: General United States Court of Appeals For the Eighth Circuit ___________________________ No. 25-2441 ___________________________ Thomas O. Matula, Jr. Plaintiff - Appellant v. Wells Fargo & Company; Human Resources Committee of the Wells Fargo Board of Directors; Wells Fargo Employee Benefits Review Committee Defendants - Appellees ------------------------------ Chamber of Commerce of the United States of America; The ERISA Industry Committee; National Retail Federation Amici on Behalf of Appellee(s) ____________ Appeal from United States District Court for the District of Minnesota ____________ Submitted: March 18, 2026 Filed: May 12, 2026 ____________ Before COLLOTON, Chief Judge, GRUENDER and KOBES, Circuit Judges. ____________ GRUENDER, Circuit Judge. Thomas Matula, Jr. brought a class action lawsuit against Wells Fargo & Company and two of its committees tasked with administering retirement benefits (collectively, “Wells Fargo”), alleging that Wells Fargo’s use of forfeited 401(k) funds violates several provisions of the Employee Retirement Income Security Act (“ERISA”). See 29 U.S.C. § 1132(a), (e), (f), (g). The district court dismissed the suit with prejudice for lack of Article III standing. We agree that Matula failed to establish Article III standing but remand for the district court to enter a dismissal without prejudice. I. Background Wells Fargo administers a defined contribution 401(k) plan (the “Plan”) for the benefit of its employees subject to the Plan rules and ERISA. While employed by Wells Fargo, employee participants can make immediately vesting contributions to their Plan accounts. Wells Fargo has agreed to “match” up to six percent of those contributions as an employee benefit. Unlike an employee’s contributions, however, Wells Fargo’s contributions vest over time and do not fully vest until an employee reaches three years of employment. Employees who depart from Wells Fargo before reaching the three-year mark forfeit any unvested matching contributions in their accounts to the Plan.1 Under the Plan rules, Wells Fargo, as the Plan administrator, has the “sole discretion” to use these forfeited funds in one of three ways: (1) to offset its employer contributions, (2) “to pay the expenses of the Plan”, or (3) “to make corrective adjustments to Accounts.” Wells Fargo has elected to use forfeited funds to offset its contributions, thereby reducing the amount it must pay out of the company treasury to meet its contribution obligations. 1 In 2022, Wells Fargo employees forfeited roughly $2 million in unvested matching contributions.  On June 11, 2024, Matula sued Wells Fargo on behalf of a putative class of Plan participants and beneficiaries, alleging that the company’s use of forfeited funds to offset its matching contributions—rather than to “pay expenses of the Plan” or “make corrective adjustments”—constituted a breach of fiduciary duty and self- dealing in violation of several ERISA provisions. Wells Fargo moved to dismiss the complaint for lack of subject matter jurisdiction and failure to state a claim. As to the former, Wells Fargo argued that Matula had failed to allege that he suffered an injury in fact and therefore failed to establish Article III standing. The district court agreed on the basis that, contrary to Matula’s assertions in his complaint, the Plan rules did not authorize Wells Fargo to pay