What is the purpose of the Series Z Preferred Stock?

The Series Z Preferred Stock was designated and sold as part of Wells Fargo's ongoing financing activities to raise capital. The Depositary Shares allow for a more accessible investment in this preferred stock for a broader range of investors.

What are the key financial characteristics of the Series Z Preferred Stock?

The Series Z Preferred Stock has a liquidation preference of $25,000 per share and is described as perpetual and non-cumulative. The non-cumulative nature means that any missed dividend payments are not carried forward to future periods.

When did this issuance occur and what is the filing related to?

The Certificate of Designation was filed on January 24, 2020, and the Depositary Shares were sold on January 27, 2020. This 8-K filing documents these events and includes related agreements and legal opinions.

WELLS FARGO & COMPANY/MN 8-K: Corporate Changes

Q: How can investors purchase an interest in the Series Z Preferred Stock?

Investors can purchase Depositary Shares, each representing a 1/1,000th interest in a share of the Series Z Preferred Stock. These Depositary Shares were sold through an underwriting agreement.

Summary

Wells Fargo & Company (WFC) filed an 8-K on January 27, 2020, to report on the designation and sale of a new series of preferred stock. The company designated 80,500 shares of 'Non-Cumulative Perpetual Class A Preferred Stock, Series Z' with a liquidation preference of $25,000 per share. This action was effective upon filing a Certificate of Designation with the Delaware Secretary of State on January 24, 2020. Following this designation, on January 27, 2020, Wells Fargo sold 80,500,000 Depositary Shares. Each Depositary Share represents a 1/1,000th interest in a share of the Series Z Preferred Stock. This issuance is part of the company's broader financing activities and is detailed with various exhibits including the underwriting agreement, deposit agreement, and legal opinions.

Key Highlights

1Designation of "Non-Cumulative Perpetual Class A Preferred Stock, Series Z" with 80,500 authorized shares.
2Each share of Series Z Preferred Stock has a liquidation preference of $25,000.
3Sale of 80,500,000 Depositary Shares on January 27, 2020.
4Each Depositary Share represents a 1/1,000th interest in a share of Series Z Preferred Stock.
5The Series Z Preferred Stock is perpetual and non-cumulative.
6Filing includes exhibits such as an Underwriting Agreement, Certificate of Designation, and Deposit Agreement.

WELLS FARGO & COMPANY/MN 8-K Report, Bylaw Amendment (Jan 27, 2020)

Summary

Key Highlights

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