false0000072971WELLS FARGO & COMPANY/MNDep Shr, 1/1000th int. per shr of 5.85% Fix-to-Float Non-Cum. Perpetual Class A Pref. Stock, Ser. QDep Shr, 1/1000th int. per shr of 6.625% Fix-to-Float Non-Cum. Perpetual Class A Pref. Stock, Ser. RGuarantee 5.80% Fix-to-Float Normal Wachovia Income Trust Securities of Wachovia Capital Trust IIIDep Shares, 1/1000th int. per share of Non-Cumulative Perpetual Class A Preferred Stock, Series NDep Shares, 1/1000th int. per share of Non-Cumulative Perpetual Class A Preferred Stock, Series ODep Shares, 1/1000th int. per share of Non-Cumulative Perpetual Class A Preferred Stock, Series PDep Shares, 1/1000th int. per share of Non-Cumulative Perpetual Class A Preferred Stock, Series TDep Shares, 1/1000th int. per share of Non-Cumulative Perpetual Class A Preferred Stock, Series VDep Shares, 1/1000th int. per share of Non-Cumulative Perpetual Class A Preferred Stock, Series WDep Shares, 1/1000th int. per share of Non-Cumulative Perpetual Class A Preferred Stock, Series XDep Shares, 1/1000th int. per share of Non-Cumulative Perpetual Class A Preferred Stock, Series Y 0000072971 2019-08-14 2019-08-14 0000072971 wfc:NonCumulativePerpetualClassAPreferredStockSeriesOMember 2019-08-14 2019-08-14 0000072971 wfc:FixedtoFloatingRate6.625NonCumulativePerpetualClassAPFDStockSeriesRMember 2019-08-14 2019-08-14 0000072971 wfc:A7.5NonCumulativePerpetualConvertibleClassAPreferredStockSeriesLMember 2019-08-14 2019-08-14 0000072971 us-gaap:CommonStockMember 2019-08-14 2019-08-14 0000072971 wfc:NonCumulativePerpetualClassAPreferredStockSeriesXMember 2019-08-14 2019-08-14 0000072971 wfc:NonCumulativePerpetualClassAPreferredStockSeriesTMember 2019-08-14 2019-08-14 0000072971 wfc:Guaranteeof5.80FixedtoFloatingRateNormalWachoviaIncomeTrustSecuritiesofWachoviaCapitalTrustIIIMember 2019-08-14 2019-08-14 0000072971 wfc:NonCumulativePerpetualClassAPreferredStockSeriesPMember 2019-08-14 2019-08-14 0000072971 wfc:GuaranteeofMediumTermNotesSeriesAdueOctober302028ofWellsFargoFinanceLLCMember 2019-08-14 2019-08-14 0000072971 wfc:NonCumulativePerpetualClassAPreferredStockSeriesNMember 2019-08-14 2019-08-14 0000072971 wfc:FixedtoFloatingRate5.85NonCumulativePerpetualClassAPFDStockSeriesQMember 2019-08-14 2019-08-14 0000072971 wfc:NonCumulativePerpetualClassAPreferredStockSeriesWMember 2019-08-14 2019-08-14 0000072971 wfc:NonCumulativePerpetualClassAPreferredStockSeriesVMember 2019-08-14 2019-08-14 0000072971 wfc:NonCumulativePerpetualClassAPreferredStockSeriesYMember 2019-08-14 2019-08-14


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): August 14, 2019

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
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 N
WFC.PRN
NYSE
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series O
WFC.PRO
NYSE
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series P
WFC.PRP
NYSE
Depositary Shares, each representing a 1/1000th interest in a share of 5.85% Fixed-to-Floating Rate Non-Cumulative Perpetual Class A Preferred Stock, Series Q
WFC.PRQ
NYSE
Depositary Shares, each representing a 1/1000th interest in a share of 6.625% Fixed-to-Floating Rate Non-Cumulative Perpetual Class A Preferred Stock, Series R
WFC.PRR
NYSE
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series T
WFC.PRT
NYSE
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series V
WFC.PRV
NYSE
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series W
WFC.PRW
NYSE
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series X
WFC.PRX
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
Guarantee of 5.80% Fixed-to-Floating Rate Normal Wachovia Income Trust Securities of Wachovia Capital Trust III
WBTP
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. o




Item 8.01.    Other Events.

On August 14, 2019, the Company issued a press release announcing it will redeem on September 16, 2019 (the “Redemption Date”) 1,550,000 shares of its Fixed-to-Floating Rate Non-Cumulative Perpetual Class A Preferred Stock, Series K (the “Series K Preferred Stock”). After giving effect to the partial redemption on the Redemption Date, 1,802,000 shares of the Series K Preferred Stock will remain outstanding. The press release is included as Exhibit 99.1 to this report and is incorporated by reference into this Item 8.01.

Item 9.01.    Financial Statements and Exhibits.
    

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.

Dated:
August 14, 2019
WELLS FARGO & COMPANY
 
 
 
 
 
 
By: 
/s/ Le Roy Davis
 
 
 
Le Roy Davis
 
 
 
Senior Vice President and Assistant Treasurer


    


Exhibit 99.1
WFSERIESKPREFERREDPRE_IMAGE1.JPG


News Release | August 14, 2019
Wells Fargo & Company Announces Partial Redemption of its Series K Preferred Stock

SAN FRANCISCO – August 14, 2019 – Wells Fargo & Company (NYSE: WFC) today announced that on Sept. 16, 2019, it will redeem 1,550,000 shares (the “Redeemed Shares”) of its Fixed-to-Floating Rate Non-Cumulative Perpetual Class A Preferred Stock, Series K (the “Series K Preferred Stock”). The Redeemed Shares will be selected in accordance with the standard procedures of The Depository Trust Company.

The redemption price will be equal to $1,000.00 per Redeemed Share. After giving effect to the partial redemption, 1,802,000 shares of the Series K Preferred Stock will remain outstanding.
Because the redemption date is also a dividend payment date for the Series K Preferred Stock, the redemption price does not include declared and unpaid dividends. Regular quarterly dividends in the amount of $15.6223 per share of Series K Preferred Stock will be paid separately in the customary manner on September 16, 2019 to holders of record at the close of business on August 31, 2019.
All regulatory requirements relating to the redemption of the Redeemed Shares have been satisfied by Wells Fargo & Company. The redemption agent is Equiniti Trust Company, 1110 Centre Pointe Curve, Suite 101, Mendota Heights, Minnesota 55120. Payment of the redemption price for the Redeemed Shares will be sent to holders by the redemption agent on the redemption date.
About Wells Fargo
Wells Fargo & Company (NYSE: WFC) is a diversified, community-based financial services company with $1.9 trillion in assets. Wells Fargo’s vision is to satisfy our customers’ financial needs and help them succeed financially. Founded in 1852 and headquartered in San Francisco, Wells Fargo provides banking, investment and mortgage products and services, as well as consumer and commercial finance, through 7,600 locations, more than 13,000 ATMs, the internet (wellsfargo.com) and mobile banking, and has offices in 32 countries and territories to support customers who conduct business in the global economy. With approximately 263,000 team members, Wells Fargo serves one in three households in the United States. Wells Fargo & Company was ranked No. 29 on Fortune’s 2019 rankings of America’s largest corporations.

Cautionary Statement about Forward-Looking Statements
This news release contains forward-looking statements about our future financial performance and business. Because forward-looking statements are based on our current expectations and assumptions regarding the future, they are subject to inherent risks and uncertainties. Do not unduly rely on forward-looking statements as actual results could differ materially from expectations. Forward-looking statements speak only as of the date made, and we do not undertake to update them to reflect changes or events that occur after that date. For information about factors that could cause actual results to differ materially from our expectations, refer to our reports filed with the Securities and Exchange Commission, including the “Forward-Looking Statements” discussion in Wells Fargo’s most recent Quarterly Report on Form 10-Q as well as to Wells Fargo’s other reports filed with the Securities and Exchange Commission, including the discussion under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2018, available on its website at www.sec.gov.

Contact Information
Media
Ancel Martinez, 415-222-3858
Ancel.Martinez@wellsfargo.com

Investor Relations
John Campbell, 415-396-0523
John.M.Campbell@wellsfargo.com

© 2019 Wells Fargo Bank, N.A. All rights reserved.