8-KCorporate ChangesExhibits & Filings

WELLS FARGO & COMPANY/MN 8-K Report, Bylaw Amendment (Feb 1, 2021)

Filed February 1, 2021For Securities:WFCWFC-PDWFC-PCWFC-PYWFC-PAWFC-PLWFCNPWFC-PZ

Summary

Wells Fargo & Company (WFC) filed an 8-K on February 1, 2021, to report on the issuance of a new series of preferred stock. Specifically, the company filed a Certificate of Designation on January 28, 2021, creating the 'Non-Cumulative Perpetual Class A Preferred Stock, Series CC.' This new series has a liquidation preference of $25,000 per share and 46,000 authorized shares. The filing details that on February 1, 2021, the company sold 40,000,000 Depositary Shares, each representing a fractional interest in this Series CC Preferred Stock. This issuance is part of Wells Fargo's ongoing capital management activities and provides additional information regarding its capital structure.

Key Highlights

  • 1Wells Fargo designated a new series of preferred stock: 'Non-Cumulative Perpetual Class A Preferred Stock, Series CC'.
  • 2The Series CC Preferred Stock has a liquidation preference of $25,000 per share.
  • 3The company authorized 46,000 shares of this new preferred stock.
  • 4On February 1, 2021, Wells Fargo sold 40,000,000 Depositary Shares, each representing a 1/1,000th interest in a share of the Series CC Preferred Stock.
  • 5The issuance is associated with a Registration Statement on Form S-3.
  • 6Key documents related to the issuance, including an Underwriting Agreement, Certificate of Designation, Deposit Agreement, and legal opinions, are filed as exhibits.

Frequently Asked Questions

This 8-K filing is primarily to report the creation and subsequent sale of a new series of preferred stock, designated as 'Non-Cumulative Perpetual Class A Preferred Stock, Series CC', and associated Depositary Shares.

The Series CC Preferred Stock is Non-Cumulative, Perpetual, has a liquidation preference of $25,000 per share, and 46,000 shares were authorized. The specific rights and preferences are detailed in the Certificate of Designation.

Wells Fargo sold 40,000,000 Depositary Shares. Each Depositary Share represents a 1/1,000th interest in one share of the Series CC Preferred Stock.

Depositary Shares are a common way for companies to issue preferred stock, making it more accessible to a wider range of investors by dividing the ownership of a single share into smaller, more easily traded units.