8-KCorporate ChangesExhibits & Filings

WELLS FARGO & COMPANY/MN 8-K Report, Bylaw Amendment (Jul 24, 2023)

Filed July 24, 2023For Securities:WFCWFC-PDWFC-PCWFC-PYWFC-PAWFC-PLWFCNPWFC-PZ

Summary

Wells Fargo & Company (WFC) filed an 8-K report detailing the creation and sale of a new series of preferred stock. Effective July 20, 2023, the company filed a Certificate of Designation for its "7.625% Fixed Rate Reset Non-Cumulative Perpetual Class A Preferred Stock, Series EE" (Series EE Preferred Stock). This series is authorized with 69,000 shares, a liquidation preference of $25,000 per share, and specific voting rights and preferences. Further to this designation, on July 24, 2023, Wells Fargo sold 1,725,000 Depositary Shares. Each Depositary Share represents a 1/25th interest in a share of the Series EE Preferred Stock. This action is part of the company's ongoing capital management and funding strategies. Investors should note that this is a non-cumulative perpetual preferred stock, meaning dividends are not guaranteed to be paid if the company does not declare them, and they do not accrue if missed.

Key Highlights

  • 1Wells Fargo established a new series of preferred stock: 7.625% Fixed Rate Reset Non-Cumulative Perpetual Class A Preferred Stock, Series EE.
  • 2The Series EE Preferred Stock has a liquidation preference of $25,000 per share and 69,000 authorized shares.
  • 3On July 24, 2023, the company sold 1,725,000 Depositary Shares, each representing a 1/25th interest in the Series EE Preferred Stock.
  • 4This offering is linked to a prior Registration Statement on Form S-3 (File No. 333-269514).
  • 5Key documents filed include the Underwriting Agreement, Certificate of Designation, Deposit Agreement, and related legal opinions.
  • 6The preferred stock is non-cumulative, meaning missed dividend payments are not carried forward.
  • 7The stock is perpetual, indicating no fixed maturity date.

Frequently Asked Questions

The Series EE Preferred Stock is a new class of non-cumulative perpetual preferred stock issued by Wells Fargo. It carries a fixed dividend rate of 7.625% that can be reset periodically, and it has a liquidation preference of $25,000 per share.

On July 24, 2023, Wells Fargo sold 1,725,000 Depositary Shares. Each Depositary Share represents a 1/25th ownership interest in one share of the newly created Series EE Preferred Stock.

Non-cumulative means that if Wells Fargo decides not to pay dividends on the Series EE Preferred Stock in any given period, those missed dividends are not accumulated. The company is not obligated to pay them at a later date. Dividends are only paid if declared by the company's Board of Directors.

'Perpetual' means that this preferred stock does not have a maturity date. Wells Fargo is not obligated to redeem or repay the principal amount of this stock at any specific future date, distinguishing it from debt instruments.