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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): August 3, 2021

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 O
WFC.PRO
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 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
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. o



Item 8.01     Other Events.

On August 3, 2021, Wells Fargo & Company (the “Company”) issued a press release announcing it will redeem on September 15, 2021 (the “Redemption Date”) all 26,000 shares of its Non-Cumulative Perpetual Class A Preferred Stock, Series O (the “Series O Preferred Stock”) and all shares of the related depositary shares, each representing a 1/1,000th interest in a share of the Series O Preferred Stock (the “Series O Depositary Shares”). After giving effect to the redemption on the Redemption Date, no shares of the Series O Preferred Stock or the Series O Depositary Shares will remain outstanding.

The Company also announced in the press release that it will redeem on the Redemption Date all 46,000 shares of its Non-Cumulative Perpetual Class A Preferred Stock, Series X (the “Series X Preferred Stock”) and all of the related depositary shares, each representing a 1/1,000th interest in a share of the Series X Preferred Stock (the “Series X Depositary Shares”). After giving effect to the redemption on the Redemption Date, no shares of the Series X Preferred Stock or the Series X Depositary Shares 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.

    (d)    Exhibits
    
Exhibit No. Description Location
Filed herewith
104 Cover Page Interactive Data File Embedded within the Inline XBRL document
2


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 3, 2021 WELLS FARGO & COMPANY
By:  /s/ BRYANT OWENS
Bryant Owens
Senior Vice President and Assistant Treasurer

    
3
© 2021 Wells Fargo Bank, N.A. All rights reserved. For public use. NR-06-2021 News Release | August 3, 2021 Wells Fargo & Company Announces Full Redemptions of its Series O and Series X Preferred Stock and Related Depositary Shares SAN FRANCISCO – Aug. 3, 2021 – Wells Fargo & Company (NYSE: WFC) today announced that on Sept. 15, 2021, it will redeem all 26,000 shares (the “Redeemed Series O Preferred Shares”) of its Non-Cumulative Perpetual Class A Preferred Stock, Series O (the “Series O Preferred Stock”). The redemption of the Redeemed Series O Preferred Shares will trigger the redemption of the 26,000,000 shares of the related depositary shares (the “Redeemed Series O Depositary Shares”), each representing a 1/1,000 interest in a share of Series O Preferred Stock (the “Series O Depositary Shares”) (NYSE: WFC.PRO). The redemption price will be equal to $25,000.00 per Redeemed Series O Preferred Share and $25.00 per Redeemed Series O Depositary Share. After giving effect to the redemption, no shares of the Series O Preferred Stock or the Series O Depositary Shares will remain outstanding. Wells Fargo & Company also announced that on Sept. 15, 2021, it will redeem all 46,000 shares (the “Redeemed Series X Preferred Shares”) of its Non-Cumulative Perpetual Class A Preferred Stock, Series X (the “Series X Preferred Stock”). The redemption of the Redeemed Series X Preferred Shares will trigger the redemption of the 46,000,000 shares of the related depositary shares (the “Redeemed Series X Depositary Shares”), each representing a 1/1,000 interest in a share of Series X Preferred Stock (the “Series X Depositary Shares”) (NYSE: WFC.PRX). The redemption price will be equal to $25,000.00 per Redeemed Series X Preferred Share and $25.00 per Redeemed Series X Depositary Share. After giving effect to the redemption, no shares of the Series X Preferred Stock or the Series X Depositary Shares will remain outstanding. Because the redemption date is also a dividend payment date for the Series O Preferred Stock, the Series O Depositary Shares, the Series X Preferred Stock, and the Series X 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 Sept. 15, 2021, to holders of record at the close of business on Aug. 31, 2021. All regulatory requirements relating to the redemption of the Redeemed Series O Preferred Shares, Redeemed Series O Depositary Shares, Redeemed Series X Preferred Shares, and Redeemed Series X 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 Series O Depositary Shares and the Redeemed Series X 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, proudly serves one in three U.S. households and more than 10% of small businesses in the U.S., and is the leading middle market banking provider in the U.S. We provide a diversified set of banking, investment, and mortgage products and services, as well as consumer Exhibit 99.1


 
2 Aug. 3, 2021 | News Release 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. 37 on Fortune’s 2021 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 | Twitter: @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 ###