8-KCorporate ChangesExhibits & Filings

WELLS FARGO & COMPANY/MN 8-K Report, Bylaw Amendment (Jul 21, 2014)

Filed July 21, 2014For Securities:WFCWFC-PDWFC-PCWFC-PYWFC-PAWFC-PLWFCNPWFC-PZ

Summary

Wells Fargo & Company (WFC) filed an 8-K on July 21, 2014, reporting significant corporate actions related to its preferred stock. The primary event was the filing of a Certificate of Designation on July 18, 2014, establishing a new series of preferred stock: Non-Cumulative Perpetual Class A Preferred Stock, Series T. This series has a substantial liquidation preference of $25,000 per share, with 32,200 authorized shares. Further details reveal that on July 21, 2014, Wells Fargo sold 32,000,000 Depositary Shares. Each Depositary Share represents a 1/1,000th interest in a share of the newly created Series T Preferred Stock. This transaction, along with associated agreements and legal opinions, was filed in connection with a previously filed Registration Statement on Form S-3. This move indicates Wells Fargo's strategy to raise capital through the issuance of preferred equity.

Key Highlights

  • 1Wells Fargo established a new series of preferred stock, "Non-Cumulative Perpetual Class A Preferred Stock, Series T".
  • 2The Series T Preferred Stock has a liquidation preference of $25,000 per share.
  • 3The company authorized 32,200 shares of this new preferred stock.
  • 4Wells Fargo sold 32,000,000 Depositary Shares on July 21, 2014.
  • 5Each Depositary Share represents a 1/1,000th interest in a share of the Series T Preferred Stock.
  • 6The issuance is part of a broader capital raising effort, supported by a Registration Statement on Form S-3.

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