Wells Fargo Files 8-K on Preferred Stock Series

TL;DR

WF filed an 8-K detailing changes to its preferred stock series, including Series L, Y, Z, AA, CC, DD.

AI Summary

Wells Fargo & Company/MN filed an 8-K on July 23, 2024, reporting changes related to its Articles of Incorporation or Bylaws and financial statements. The filing specifically mentions various series of Non-Cumulative Perpetual Class A Preferred Stock, including Series L, Y, Z, AA, CC, and DD, with a reporting period ending July 19, 2024.

Why It Matters

This filing provides updates on Wells Fargo's preferred stock structure, which can impact its capital ratios and investor holdings.

Risk Assessment

Risk Level: low — The filing is a routine disclosure of corporate actions and does not indicate immediate financial distress or significant operational changes.

Key Players & Entities

• WELLS FARGO & COMPANY/MN (company) — Filer
• 0000072971 (company) — Central Index Key
• 20240723 (date) — Filing Date
• 20240719 (date) — Period of Report
• wfc:A7.5NonCumulativePerpetualConvertibleClassAPreferredStockSeriesLMember (company) — Preferred Stock Series
• wfc:NonCumulativePerpetualClassAPreferredStockSeriesYMember (company) — Preferred Stock Series
• wfc:NonCumulativePerpetualClassAPreferredStockSeriesZMember (company) — Preferred Stock Series
• wfc:NonCumulativePerpetualClassAPreferredStockSeriesAAMember (company) — Preferred Stock Series
• wfc:NonCumulativePerpetualClassAPreferredStockSeriesCCMember (company) — Preferred Stock Series
• wfc:NonCumulativePerpetualClassAPreferredStockSeriesDDMember (company) — Preferred Stock Series

FAQ

Key Financial Figures

• $1 — ch Registered Common Stock, par value $1-2/3 WFC New York Stock Exchange (N
• $25,000 — with a liquidation preference amount of $25,000 per share (referred to herein as the "S

Filing Documents

• d854856d8k.htm (8-K) — 42KB
• d854856dex11.htm (EX-1.1) — 191KB
• d854856dex41.htm (EX-4.1) — 59KB
• d854856dex42.htm (EX-4.2) — 235KB
• d854856dex51.htm (EX-5.1) — 17KB
• d854856dex52.htm (EX-5.2) — 12KB
• g854856g06h96.jpg (GRAPHIC) — 1KB
• g854856g0722153949656.jpg (GRAPHIC) — 5KB
• g854856g0722153949851.jpg (GRAPHIC) — 9KB
• g854856g30q58.jpg (GRAPHIC) — 3KB
• 0001193125-24-182694.txt ( ) — 903KB
• wfc-20240719.xsd (EX-101.SCH) — 6KB
• wfc-20240719_def.xml (EX-101.DEF) — 16KB
• wfc-20240719_lab.xml (EX-101.LAB) — 28KB
• wfc-20240719_pre.xml (EX-101.PRE) — 17KB
• d854856d8k_htm.xml (XML) — 14KB

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Article FOURTH of Wells Fargo & Company's (the "Company") Restated Certificate of Incorporation, as amended, authorizes the issuance from time to time of shares of Preferred Stock, without par value. On July 19, 2024, the Company filed with the Delaware Secretary of State a Certificate of Designation which, effective upon filing, designated a series of such Preferred Stock as "6.85% Fixed Rate Reset Non-Cumulative Perpetual Class A Preferred Stock, Series FF," authorized 80,000 shares of Non-Cumulative Perpetual Class A Preferred Stock, Series FF, without par value and with a liquidation preference amount of $25,000 per share (referred to herein as the "Series FF Preferred Stock"), and set forth the voting powers, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, of the Series FF Preferred Stock which are not fixed by the Company's Restated Certificate of Incorporation. A copy of the Certificate of Designation is attached hereto as Exhibit 4.1 and is incorporated herein by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits On July 23, 2024, the Company sold 2,000,000 Depositary Shares (the "Depositary Shares"), each Depositary Share representing a 1/25th interest in a share of the Company's Series FF Preferred Stock. Exhibits are filed herewith in connection with the Registration Statement on Form S-3, as amended (File No. 333-269514) filed by the Company with the Securities and Exchange Commission. The following documents are being filed with this report on Form 8-K: (i) Underwriting Agreement, dated July 16, 2024, among the Company and Wells Fargo Securities, LLC, as representative of the several underwriters named therein; (ii) Certificate of Designation of the Company dated July 19, 2024; (iii) Deposit Agreement dated as of July 23, 2024 among the Company, Equiniti Trust Company, LLC, as depositary, and the holders from time to time of Depositary Receipts; (iv) form of Depositary Receipt; and (v) opinions with respect the Series FF Preferred Stock, Deposit Agreement, and Depositary Receipts. (d)Exhibits Exhibit No. Description Location 1.1 Underwriting Agreement, dated as of July 16, 2024, among Wells Fargo & Company and Wells Fargo Securities, LLC, as representative of the several underwriters named therein. Filed herewith 4.1 Certificate of Designation of Wells Fargo & Company with respect to the Series FF Preferred Stock dated July 19, 2024. Filed herewith 4.2 Deposit Agreement, dated as of July 23, 2024, among Wells Fargo & Company, Equiniti Trust Company, LLC, as depositary, and the holders from time to time of Depositary Receipts. Filed herewith 4.3 Form of Depositary Receipt. Included as part of Exhibit 4.2 5.1 Opinion of Richards, Layton & Finger, P.A. regarding the Series FF Preferred Stock. Filed herewith 5.2 Opinion of Faegre Drinker Biddle & Reath LLP regarding the Deposit Agreement and the Depositary Receipts. Filed herewith 2 23.1 Consent of Richards, Layton & Finger, P.A.

View Full Filing

View this 8-K filing on SEC EDGAR