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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): February 12, 2020

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


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
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series Z
WFC.PRZ
NYSE
Guarantee of 5.80% Fixed-to-Floating Rate Normal Wachovia Income Trust Securities of Wachovia Capital Trust III
WFC/TP
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 February 12, 2020, the Company issued a press release announcing it will redeem on March 16, 2020 (the “Redemption Date”), the remaining 1,802,000 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 redemption on the Redemption Date, no 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.

On February 12, 2020, the Company also issued a press release announcing it will redeem on March 16, 2020 (the “Redemption Date”), 26,720 shares of its Non-Cumulative Perpetual Class A Preferred Stock, Series T (the “Series T Preferred Stock”) and 26,720,000 shares of the related depositary shares, each representing a 1/1,000th interest in a share of the Series T Preferred Stock (the “Series T Depositary Shares”). After giving effect to the partial redemption on the Redemption Date, 5,280 shares of the Series T Preferred Stock and 5,280,000 shares of the Series T Depositary Shares will remain outstanding. The press release is included as Exhibit 99.2 to this report and is incorporated by reference into this Item 8.01.

Item 9.01.    Financial Statements and Exhibits.
    
Exhibit No.
Description
Location
Filed herewith
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.
 
Dated:
February 12, 2020
WELLS FARGO & COMPANY
 
 
 
 
 
 
By: 
/s/ LE ROY DAVIS
 
 
 
Le Roy Davis
 
 
 
Executive Vice President and Assistant Treasurer

    


Exhibit 99.1 News Release | February 12, 2020 Wells Fargo & Company Announces Redemption of its Series K Preferred Stock SAN FRANCISCO – February 12, 2020 – Wells Fargo & Company (NYSE: WFC) today announced that on March 16, 2020, it will redeem the remaining 1,802,000 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 redemption price will be equal to $1,000.00 per Redeemed Share. After giving effect to the redemption, no 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 $14.3164 per share of Series K Preferred Stock will be paid separately in the customary manner on March 16, 2020 to holders of record at the close of business on February 29, 2020. 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 7,400 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 260,000 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. Contact Information Media Ancel Martinez, 415-222-3858 Ancel.Martinez@wellsfargo.com Investor Relations John Campbell, 415-396-0523 John.M.Campbell@wellsfargo.com ### US.125284179.06 © 2020 Wells Fargo Bank, N.A. All rights reserved.

 
Exhibit 99.2 News Release | February 12, 2020 Wells Fargo & Company Announces Partial Redemption of its Series T Preferred Stock and Related Depositary Shares SAN FRANCISCO – February 12, 2020 – Wells Fargo & Company (NYSE: WFC) today announced that on March 16, 2020, it will redeem 26,720 shares (the “Redeemed Preferred Shares”) of its Non-Cumulative Perpetual Class A Preferred Stock, Series T (the “Series T Preferred Stock”). The redemption of the Redeemed Preferred Shares will trigger the redemption of 26,720,000 shares of the related depositary shares (the “Redeemed Depositary Shares”), each representing a 1/1,000th interest in a share of Series T Preferred Stock (the “Series T Depositary Shares”). The Redeemed Depositary Shares will be selected in accordance with the standard procedures of The Depository Trust Company. The redemption price will be equal to $25,000.00 per Redeemed Preferred Share and $25.00 per Redeemed Depositary Share. After giving effect to the partial redemption, 5,280 shares of the Series T Preferred Stock and 5,280,000 shares of the Series T Depositary Shares will remain outstanding. Because the redemption date is also a dividend payment date for the Series T Preferred Stock and Series T Depositary Shares, the redemption price does not include declared and unpaid dividends. Regular quarterly dividends in the amount of $375.00 per share of Series T Preferred Stock, or $0.375 per share of Series T Depositary Shares, will be paid separately in the customary manner on March 16, 2020 to holders of record at the close of business on February 28, 2020. All regulatory requirements relating to the redemption of the Redeemed Preferred Shares and Redeemed Depositary 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 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 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 7,400 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 260,000 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. Contact Information Media Ancel Martinez, 415-222-3858 © 2019 Wells Fargo Bank, N.A. All rights reserved.

 
Ancel.Martinez@wellsfargo.com Investor Relations John Campbell, 415-396-0523 John.M.Campbell@wellsfargo.com ### US.126269153.05 2 February 12, 2020 | News Release