Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (date of earliest event reported): May 9, 2024

WELLS FARGO & COMPANY

(Exact name of registrant as specified in its charter)

Delaware

001-02979

No. 41-0449260

(State or other jurisdiction

of incorporation)

(Commission File

Number)

(IRS Employer

Identification No.)

420 Montgomery Street, San Francisco, California 94104

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: 1-866-249-3302

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered

Common Stock, par value $1-2/3	WFC	New York Stock Exchange (NYSE)

7.5% Non-Cumulative Perpetual Convertible Class A Preferred Stock, Series L	WFC.PRL	NYSE

Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series Y	WFC.PRY	NYSE

Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series Z	WFC.PRZ	NYSE

Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series AA	WFC.PRA	NYSE

Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series CC	WFC.PRC	NYSE

Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series DD	WFC.PRD	NYSE

Guarantee of Medium-Term Notes, Series A, due October 30, 2028 of Wells Fargo Finance LLC	WFC/28A	NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01.

Other Events.

On May 9, 2024, Wells Fargo & Company (the “Company”) issued a press release announcing it will redeem on June 15, 2024 (which, due to the occurrence of a non-business day, will shift to June 17, 2024, the “Redemption Date”) all 80,000 outstanding shares of its 5.90% Fixed-to-Floating Rate Non-Cumulative Perpetual Class A Preferred Stock, Series S (the “Series S Preferred Stock”) and all outstanding shares of the related depositary shares, each representing a 1/25^th interest in a share of the Series S Preferred Stock (the “Series S Depositary Shares”). After giving effect to the redemption on the Redemption Date, no shares of the Series S Preferred Stock or the Series S Depositary Shares will remain outstanding.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.	Description	Location

99.1	Press Release dated May 9, 2024.	Filed herewith

104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.	Filed herewith

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


		WELLS FARGO & COMPANY

DATED: May 9, 2024		/s/ Bryant Owens
		Bryant Owens
		Senior Vice President and Assistant Treasurer

Exhibit 99.1

LOGO

News Release | May 9, 2024

Wells Fargo & Company Announces Full Redemption of its Series S Preferred Stock and Related Depositary Shares

SAN FRANCISCO – May 9, 2024 – Wells Fargo & Company (NYSE: WFC) today announced that on June 15, 2024 (which, due to the occurrence of a non-business day, will shift to June 17, 2024), it will redeem all 80,000 outstanding shares (the “Redeemed Series S Preferred Shares”) of its 5.90% Fixed-to-Floating Rate Non-Cumulative Perpetual Class A Preferred Stock, Series S (the “Series S Preferred Stock”). The redemption of the Redeemed Series S Preferred Shares will trigger the redemption of the 2,000,000 outstanding shares of the related depositary shares (the “Redeemed Series S Depositary Shares”), each representing a 1/25 interest in a share of Series S Preferred Stock (the “Series S Depositary Shares”). The redemption price will be equal to $25,000.00 per Redeemed Series S Preferred Share and $1,000.00 per Redeemed Series S Depositary Share. After giving effect to the redemption, no shares of the Series S Preferred Stock or the Series S Depositary Shares will remain outstanding.

Because the redemption date is also a dividend payment date for the Series S Preferred Stock and the Series S Depositary Shares, the redemption prices noted herein do not include declared and unpaid dividends. Regular quarterly dividends will be paid separately in the customary manner on June 15, 2024 (which, due to the occurrence of a non-business day, will shift to June 17, 2024), to holders of record at the close of business on May 31, 2024.

All regulatory requirements relating to the redemption of the Redeemed Series S Preferred Shares and Redeemed Series S Depositary Shares have been satisfied by Wells Fargo & Company. The redemption agent is Equiniti Trust Company, LLC, 1110 Centre Pointe Curve, Suite 101, Mendota Heights, Minnesota 55120. Payment of the redemption price for the Redeemed Series S Depositary Shares will be sent to holders by the redemption agent on the redemption date.

About Wells Fargo

Wells Fargo & Company (NYSE: WFC) is a leading financial services company that has approximately $1.9 trillion in assets. We provide a diversified set of banking, investment and mortgage products and services, as well as consumer and commercial finance, through our four reportable operating segments: Consumer Banking and Lending, Commercial Banking, Corporate and Investment Banking, and Wealth & Investment Management. Wells Fargo ranked No. 47 on Fortune’s 2023 rankings of America’s largest corporations. In the communities we serve, the company focuses its social impact on building a sustainable, inclusive future for all by supporting housing affordability, small business growth, financial health, and a low-carbon economy. News, insights, and perspectives from Wells Fargo are also available at Wells Fargo Stories.

Additional information may be found at www.wellsfargo.com

LinkedIn: https://www.linkedin.com/company/wellsfargo

Contact Information

Media

Beth Richek, 704-374-2545

beth.richek@wellsfargo.com

Investor Relations

Tanya Quinn, 415-396-7495

tanya.quinn@wellsfargo.com

News Release Category: WF-CF

###

2 May 2024 | News Release

Document and Entity Information	May 09, 2024
Document And Entity Information [Line Items]
Entity Registrant Name	WELLS FARGO & COMPANY/MN
Amendment Flag	false
Entity Central Index Key	0000072971
Document Type	8-K
Document Period End Date	May 09, 2024
Entity Incorporation State Country Code	DE
Entity File Number	001-02979
Entity Tax Identification Number	41-0449260
Entity Address, Address Line One	420 Montgomery Street
Entity Address, City or Town	San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94104
City Area Code	1-866
Local Phone Number	249-3302
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document And Entity Information [Line Items]
Security Exchange Name	NYSE
Security 12b Title	Common Stock, par value $1-2/3
Trading Symbol	WFC
A 7.5 Not Cumulative Perpetual Convertible Class A Preferred Stock Series L [Member]
Document And Entity Information [Line Items]
Security Exchange Name	NYSE
Security 12b Title	7.5% Non-Cumulative Perpetual Convertible Class A Preferred Stock, Series L
Trading Symbol	WFC.PRL
Depositary Shares Each Representing A 11000th Interest In A Share Of Not Cumulative Perpetual Class A Preferred Stock Series Y 2 [Member]
Document And Entity Information [Line Items]
Security Exchange Name	NYSE
Security 12b Title	Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series Y
Trading Symbol	WFC.PRY
Depositary Shares Each Representing A 11000th Interest In A Share Of Not Cumulative Perpetual Class A Preferred Stock Series Z 1 [Member]
Document And Entity Information [Line Items]
Security Exchange Name	NYSE
Security 12b Title	Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series Z
Trading Symbol	WFC.PRZ
Depositary Shares Each Representing A 11000th Interest In A Share Of Not Cumulative Perpetual Class A Preferred Stock Series Aa 2 [Member]
Document And Entity Information [Line Items]
Security Exchange Name	NYSE
Security 12b Title	Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series AA
Trading Symbol	WFC.PRA
Depositary Shares Each Representing A 11000th Interest In A Share Of Not Cumulative Perpetual Class A Preferred Stock Series Cc 3 [Member]
Document And Entity Information [Line Items]
Security Exchange Name	NYSE
Security 12b Title	Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series CC
Trading Symbol	WFC.PRC
Depositary Shares Each Representing A 11000th Interest In A Share Of Not Cumulative Perpetual Class A Preferred Stock Series Dd 4 [Member]
Document And Entity Information [Line Items]
Security Exchange Name	NYSE
Security 12b Title	Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series DD
Trading Symbol	WFC.PRD
Guaranteeof Medium Term Notes Series Adue October 302028of Wells Fargo Finance LLC [Member]
Document And Entity Information [Line Items]
Security Exchange Name	NYSE
Security 12b Title	Guarantee of Medium-Term Notes, Series A, due October 30, 2028 of Wells Fargo Finance LLC
Trading Symbol	WFC/28A