8-KCorporate ChangesExhibits & Filings

WELLS FARGO & COMPANY/MN 8-K Report, Bylaw Amendment (Mar 18, 2026)

Filed March 18, 2026For Securities:WFCWFC-PDWFC-PCWFC-PYWFC-PAWFC-PLWFCNPWFC-PZ

Summary

Wells Fargo & Company (WFC) has filed an 8-K report detailing the creation and subsequent sale of its new Series GG Preferred Stock. This move represents a strategic capital-raising effort, enabling the company to enhance its financial flexibility and potentially strengthen its balance sheet. The issuance of preferred stock is a common tool for large financial institutions to meet regulatory capital requirements or fund growth initiatives without diluting common shareholder equity in the same manner as common stock issuance. Investors should note that this Series GG Preferred Stock is non-cumulative and perpetual, carrying a fixed rate of 6.125% that is subject to reset. The company has also sold depositary shares, each representing a fraction of a Series GG Preferred Stock share, which often makes these types of securities more accessible to a broader range of investors. This issuance is part of a broader registration statement previously filed, indicating a well-planned financial strategy.

Key Highlights

  • 1Wells Fargo & Company (WFC) has officially designated and authorized 90,000 shares of a new preferred stock series: '6.125% Fixed Rate Reset Non-Cumulative Perpetual Class A Preferred Stock, Series GG'.
  • 2Each share of Series GG Preferred Stock has a liquidation preference of $25,000.
  • 3The company sold 2,250,000 Depositary Shares, with each share representing a 1/25th interest in a share of the Series GG Preferred Stock.
  • 4The Series GG Preferred Stock is non-cumulative, meaning dividend payments are not guaranteed if the company chooses not to declare them.
  • 5The dividend rate is fixed at 6.125% but is subject to reset, indicating potential adjustments in the future.
  • 6The stock is perpetual, meaning it has no maturity date.
  • 7The issuance is linked to a previously filed Registration Statement on Form S-3 (File No. 333-287868).

Frequently Asked Questions

While not explicitly stated, the issuance of preferred stock is a common strategy for large financial institutions like Wells Fargo to raise capital. This capital can be used to strengthen their balance sheet, meet regulatory capital requirements, fund growth opportunities, or provide financial flexibility without immediately diluting common shareholders.

The Series GG Preferred Stock is perpetual, non-cumulative, and has a fixed dividend rate of 6.125% that is subject to reset. Each share has a liquidation preference of $25,000. It is issued in the form of depositary shares, where each depositary share represents a fraction of a preferred stock share.

'Non-cumulative' means that if Wells Fargo decides not to pay the preferred stock dividend in any given period, those missed payments are not accrued and do not need to be paid out in the future. Dividends on non-cumulative preferred stock are only paid if declared by the company's Board of Directors.

Depositary Shares are typically used to make preferred stock more accessible to a wider range of investors. In this case, each depositary share represents a fraction (1/25th) of a Series GG Preferred Stock share, potentially lowering the minimum investment required compared to purchasing a full share of preferred stock directly.