8-KCorporate ChangesExhibits & Filings

WELLS FARGO & COMPANY/MN 8-K Report, Bylaw Amendment (Sep 15, 2015)

Filed September 15, 2015For Securities:WFCWFC-PDWFC-PCWFC-PYWFC-PAWFC-PLWFCNPWFC-PZ

Summary

Wells Fargo & Company (WFC) filed an 8-K report on September 15, 2015, to announce the creation and subsequent sale of a new series of preferred stock. The company filed a Certificate of Designation on September 11, 2015, to establish "Non-Cumulative Perpetual Class A Preferred Stock, Series V," authorizing 40,000 shares with a liquidation preference of $25,000 per share. Following this designation, on September 15, 2015, Wells Fargo sold 40,000,000 Depositary Shares. Each Depositary Share represents a 1/1,000th interest in one share of the Series V Preferred Stock. This transaction, facilitated by an Underwriting Agreement with Wells Fargo Securities, LLC, represents a capital raising activity by the company. Investors interested in this filing should note the specific terms of the Series V Preferred Stock and its associated Depositary Shares, including the non-cumulative dividend feature and the liquidation preference.

Key Highlights

  • 1Wells Fargo & Company designated a new series of preferred stock: "Non-Cumulative Perpetual Class A Preferred Stock, Series V".
  • 2The Certificate of Designation was filed on September 11, 2015, effective immediately.
  • 3The Series V Preferred Stock has a liquidation preference of $25,000 per share.
  • 4On September 15, 2015, Wells Fargo sold 40,000,000 Depositary Shares.
  • 5Each Depositary Share represents a 1/1,000th interest in a share of the Series V Preferred Stock.
  • 6The transaction involved an Underwriting Agreement with Wells Fargo Securities, LLC.
  • 7The filing includes various exhibits detailing the Series V Preferred Stock, Deposit Agreement, and related opinions.

Frequently Asked Questions

The primary purpose of this 8-K filing was to report the creation and subsequent sale of a new series of preferred stock, specifically the "Non-Cumulative Perpetual Class A Preferred Stock, Series V" and its associated Depositary Shares.

Depositary Shares are securities that represent a fractional interest in a larger underlying security. In this case, each Depositary Share represents a 1/1,000th interest in one share of Wells Fargo's Series V Preferred Stock. Investors buy Depositary Shares rather than the underlying preferred stock directly.

The 'Non-Cumulative' feature means that if Wells Fargo decides not to pay a dividend on this Series V Preferred Stock for a particular period, the missed dividend is lost forever and does not accumulate to be paid later. This is typically contrasted with 'cumulative' preferred stock where missed dividends must be paid before common stock dividends can be issued.

The Series V Preferred Stock has a liquidation preference of $25,000 per share. This means that in the event of the company's liquidation, holders of this preferred stock are entitled to receive $25,000 per share before any distributions are made to common stockholders.