01—Abstract
Summary
Summary of the 8-K filed August 19, 2026. Cited figures are marked; the original filing is the authoritative source.
Wells Fargo & Company/MN (WFC) has filed an 8-K report detailing the creation and subsequent sale of a new series of preferred stock.
Specifically, the company designated and authorized 70,000 shares of "6.55% Fixed Rate Reset Non-Cumulative Perpetual Class A Preferred Stock, Series HH." These shares have a liquidation preference of $25,000a per share, totaling a significant potential capital raise upon full issuance. Following this designation, on August 19, 2026, WFC successfully sold 1,750,000 Depositary Shares, with each representing a fractional interest (1/25th) in a share of the Series HH Preferred Stock.
This issuance is part of a broader capital-raising effort, evidenced by the accompanying Underwriting Agreement and filings related to a Registration Statement on Form S-3. Investors should note the perpetual and non-cumulative nature of this preferred stock, which carry specific risk and return profiles.
02—Key points
Key Highlights
- Wells Fargo & Company has created and designated a new series of preferred stock: 6.55% Fixed Rate Reset Non-Cumulative Perpetual Class A Preferred Stock, Series HH.
- The Series HH Preferred Stock has a liquidation preference of $25,000 per share, with 70,000 shares authorized.
- The company sold 1,750,000 Depositary Shares, representing interests in the Series HH Preferred Stock, on August 19, 2026.
- This issuance is structured as perpetual and non-cumulative, meaning dividends are not guaranteed to be paid if the company does not declare them, and they do not accrue.
- The filing includes key documents such as the Certificate of Designation, Deposit Agreement, Underwriting Agreement, and legal opinions.
- The issuance is linked to a Registration Statement on Form S-3, indicating a planned offering to the public.
- The offering was facilitated by Wells Fargo Securities, LLC as the representative of the underwriters.
03—Questions
Frequently Asked Questions
What is the "6.55% Fixed Rate Reset Non-Cumulative Perpetual Class A Preferred Stock, Series HH"?
This is a new series of preferred stock issued by Wells Fargo. It carries a fixed dividend rate of 6.55% which can be reset periodically. It is perpetual, meaning it has no maturity date, and non-cumulative, meaning any missed dividend payments do not accumulate and are forfeited.
How much capital did Wells Fargo raise from the sale of Depositary Shares?
The filing states that 1,750,000 Depositary Shares were sold. Each share represents a 1/25th interest in a share of Series HH Preferred Stock, which has a liquidation preference of $25,000 per share. The total proceeds from the sale would be the price at which these Depositary Shares were sold to investors, which is not explicitly detailed in this 8-K but would be available from the underwriting agreement and prospectus.
What are the implications of this preferred stock being "non-cumulative"?
Non-cumulative means that if Wells Fargo decides not to pay dividends on the Series HH Preferred Stock in a particular period, those unpaid dividends are lost forever. They do not accrue and are not payable at a later date, unlike cumulative preferred stock.
What is the significance of the Depositary Shares?
Depositary Shares are often used for preferred stock to make them more accessible and tradable in smaller denominations. Each Depositary Share represents a fraction (in this case, 1/25th) of a whole share of the Series HH Preferred Stock, allowing investors to buy and sell interests in the preferred stock more easily.
04—Continue