01—Abstract
Summary
Summary of the 8-K filed May 30, 2025. Cited figures are marked; the original filing is the authoritative source.
Wells Fargo & Company (NYSE: WFC) and Wells Fargo Bank, National Association (the "Bank") announced on May 30, 2025 that the Bank, as sponsor of CoreStates Capital II and CoreStates Capital III (the "Trusts"), has submitted redemption notices for all outstanding capital securities issued by the Trusts.
The redemption date is June 30, 2025, and the redemption price is $1,000a per capital security (100% of principal) plus accrued and unpaid distributions through, but excluding, the redemption date. After the redemption, no capital securities of either Trust will remain outstanding. The filing is a routine balance-sheet housekeeping event rather than a change in operating performance, strategy, or guidance.
The Trusts' securities total $450 millionb in principal: $150 million of CoreStates Capital II floating rate subordinated capital income securities and $300 million of CoreStates Capital III floating rate capital trust pass-through securities. Relative to Wells Fargo's roughly $1.9 trillion in assets, the amount is immaterial to the company's overall capital position. For investors, the key takeaways are that the redemption eliminates legacy trust-preferred-style funding instruments that were inherited from the CoreStates acquisition, and that the securities are being retired at par, so there is no gain or loss to holders beyond accrued distributions.
Holders of these securities should note the June 30, 2025 redemption date and the associated cash payment. The filing does not disclose the funding source for the redemption or any effect on regulatory capital ratios, so those details would need to be confirmed in subsequent periodic reports.
02—Key points
Key Highlights
- Full redemption of all outstanding capital securities issued by CoreStates Capital II ($150 million) and CoreStates Capital III ($300 million), totaling $450 million in principal.
- Redemption date set for June 30, 2025, with the Bank, as sponsor of the Trusts, having submitted redemption notices to the property trustee.
- Redemption price is $1,000 per capital security (100% of principal), plus accrued and unpaid distributions to, but excluding, the Redemption Date.
- After the redemption, no capital securities of either Trust will remain outstanding, retiring these legacy instruments entirely.
- The transaction is immaterial relative to Wells Fargo's approximately $1.9 trillion in assets and does not involve changes to operating results, strategy, or guidance.
- The filing was made under Item 8.01 (Other Events), with the press release furnished as Exhibit 99.1 and the cover page in Inline XBRL as Exhibit 104.
03—Questions
Frequently Asked Questions
What securities are being redeemed?
The redemption covers the floating rate subordinated capital income securities issued by CoreStates Capital II ($150 million, CUSIP 218694AA5) and the floating rate capital trust pass-through securities issued by CoreStates Capital III ($300 million, CUSIP 21869MAA5). Each security has a $1,000 principal amount.
How much will holders receive, and when?
Holders will receive $1,000 per capital security plus accrued and unpaid distributions up to, but excluding, the June 30, 2025 redemption date. The redemption is at par, so holders receive principal plus any distributions owed through that date.
Why is Wells Fargo redeeming these securities?
The filing does not state a reason for the redemption. These are legacy instruments associated with the CoreStates trusts, and retiring them fully eliminates the outstanding trust securities. Investors should review future filings for any explanation or related capital management commentary.
Does this redemption materially affect Wells Fargo's financial condition?
Probably not. The $450 million principal is small relative to the company's approximately $1.9 trillion in assets. The filing does not discuss the funding source or any impact on regulatory capital ratios, so the effect on capital and earnings is not quantified in this document.
Is there any action required from investors?
Holders of these securities should expect payment on the June 30, 2025 redemption date through the property trustee. The filing does not describe any other action required, such as a tender or election, but holders should confirm details with their broker or the property trustee.
04—Continue