8-KCorporate ChangesExhibits & Filings

WELLS FARGO & COMPANY/MN 8-K Report, Bylaw Amendment (Aug 19, 2026)

Filed August 19, 2026For Securities:WFCWFC-PDWFC-PCWFC-PYWFC-PAWFC-PLWFCNPWFC-PZ

Summary

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 $25,000 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.

Key Highlights

  • 1Wells 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.
  • 2The Series HH Preferred Stock has a liquidation preference of $25,000 per share, with 70,000 shares authorized.
  • 3The company sold 1,750,000 Depositary Shares, representing interests in the Series HH Preferred Stock, on August 19, 2026.
  • 4This 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.
  • 5The filing includes key documents such as the Certificate of Designation, Deposit Agreement, Underwriting Agreement, and legal opinions.
  • 6The issuance is linked to a Registration Statement on Form S-3, indicating a planned offering to the public.
  • 7The offering was facilitated by Wells Fargo Securities, LLC as the representative of the underwriters.

Frequently Asked Questions

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.

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.

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.

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.