8-KCorporate ChangesExhibits & Filings

WELLS FARGO & COMPANY/MN 8-K Report, Bylaw Amendment (Mar 16, 2021)

Filed March 16, 2021For Securities:WFCWFC-PDWFC-PCWFC-PYWFC-PAWFC-PLWFCNPWFC-PZ

Summary

This 8-K filing from Wells Fargo & Company announces the elimination of several series of preferred stock designations from its corporate charter. Specifically, the company has filed certificates to remove the Series P, Series W, and Series I preferred stock designations from its Restated Certificate of Incorporation. This action effectively retires these preferred stock series and their associated rights and terms from the company's formal corporate structure. The most significant impact for investors relates to the Series I Preferred Stock. Its elimination triggered the full redemption of the 5.80% Fixed-to-Floating Rate Normal Wachovia Income Trust Securities (Normal WITS), which were guaranteed by Wells Fargo. With the redemption of the Normal WITS and termination of the Guarantee, these specific debt-like securities are no longer outstanding, simplifying the company's capital structure.

Key Highlights

  • 1Wells Fargo has officially eliminated the Certificate of Designations for Series P, Series W, and Series I Preferred Stock from its corporate charter.
  • 2The filing indicates these preferred stock series are no longer part of the company's authorized capital structure.
  • 3The elimination of Series I Preferred Stock led to the full redemption of related Wachovia Capital Trust III Income Trust Securities (Normal WITS).
  • 4The guarantee associated with the Normal WITS has terminated as a result of their redemption.
  • 5These actions simplify Wells Fargo's capital structure by removing outstanding preferred stock series and related guarantees.
  • 6The filings were made with the Delaware Secretary of State on March 16, 2021.

Frequently Asked Questions

The main purpose of this 8-K filing is to inform investors that Wells Fargo has formally removed the designations for three series of its preferred stock (Series P, Series W, and Series I) from its corporate charter by filing Certificates of Elimination with the Delaware Secretary of State.

The elimination of the Series I Preferred Stock designation triggered the full redemption of the 5.80% Fixed-to-Floating Rate Normal Wachovia Income Trust Securities (Normal WITS) issued by Wachovia Capital Trust III. This redemption also resulted in the termination of Wells Fargo's guarantee related to these securities.

This filing primarily relates to the retirement of specific preferred stock series and associated trust securities. For current common stockholders, the direct impact is likely minimal in the short term, but it contributes to a cleaner and potentially less complex capital structure for the company.

No, this filing does not involve any new preferred stock issuances. It solely concerns the elimination of previously established preferred stock series from the company's corporate charter.