WELLS FARGO & COMPANY/MN 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 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 false 0000072971 0000072971 2021-05-12 2021-05-12 0000072971 us-gaap:CommonStockMember 2021-05-12 2021-05-12 0000072971 wfc:A7.5NonCumulativePerpetualConvertibleClassAPreferredStockSeriesLMember 2021-05-12 2021-05-12 0000072971 wfc:NonCumulativePerpetualClassAPreferredStockSeriesNMember 2021-05-12 2021-05-12 0000072971 wfc:NonCumulativePerpetualClassAPreferredStockSeriesOMember 2021-05-12 2021-05-12 0000072971 wfc:A5.85FixedtoFloatingRateNonCumulativePerpetualClassAPreferredStockSeriesQMember 2021-05-12 2021-05-12 0000072971 wfc:A6.625FixedtoFloatingRateNonCumulativePerpetualClassAPreferredStockSeriesRMember 2021-05-12 2021-05-12 0000072971 wfc:NonCumulativePerpetualClassAPreferredStockSeriesXMember 2021-05-12 2021-05-12 0000072971 wfc:NonCumulativePerpetualClassAPreferredStockSeriesYMember 2021-05-12 2021-05-12 0000072971 wfc:NonCumulativePerpetualClassAPreferredStockSeriesZMember 2021-05-12 2021-05-12 0000072971 wfc:NonCumulativePerpetualClassAPreferredStockSeriesAAMember 2021-05-12 2021-05-12 0000072971 wfc:NonCumulativePerpetualClassAPreferredStockSeriesCCMember 2021-05-12 2021-05-12 0000072971 wfc:GuaranteeofMediumTermNotesSeriesAdueOctober302028ofWellsFargoFinanceLLCMember 2021-05-12 2021-05-12

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 12, 2021

WELLS FARGO & COMPANY

(Exact name of registrant as specified in its charter)

 

Delaware   001-2979   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 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 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

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 12, 2021, the Company issued a press release announcing it will redeem on June 15, 2021 (the “Redemption Date”) the remaining 14,000 shares of its Non-Cumulative Perpetual Class A Preferred Stock, Series N (the “Series N Preferred Stock”) and 14,000,000 shares of the related depositary shares, each representing a 1/1,000th interest in a share of the Series N Preferred Stock (the “Series N Depositary Shares”). After giving effect to the redemption on the Redemption Date, no shares of the Series N Preferred Stock or the Series N 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

99.1    Press Release dated May 12, 2021.    Filed herewith
104    The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.    Filed herewith

 

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.

 

      WELLS FARGO & COMPANY
DATED: May 12, 2021       /s/ Bryant Owens                                             
      Bryant Owens
      Senior Vice President and Assistant Treasurer

Exhibit 99.1

 

LOGO

 

 

News Release | May 12, 2021

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

SAN FRANCISCO – May 12, 2021 – Wells Fargo & Company (NYSE: WFC) today announced that on June 15, 2021, it will redeem the remaining 14,000 shares (the “Redeemed Preferred Shares”) of its Non-Cumulative Perpetual Class A Preferred Stock, Series N (the “Series N Preferred Stock”). The redemption of the Redeemed Preferred Shares will trigger the redemption of the remaining 14,000,000 shares of the related depositary shares (the “Redeemed Depositary Shares”), each representing a 1/1,000 interest in a share of Series N Preferred Stock (the “Series N Depositary Shares”) (NYSE: WFC.PRN).

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, no shares of the Series N Preferred Stock or the Series N Depositary Shares will remain outstanding.

Because the redemption date is also a dividend payment date for the Series N Preferred Stock and Series N Depositary Shares, the redemption price does not include declared and unpaid dividends. Regular quarterly dividends will be paid separately in the customary manner on June 15, 2021, to holders of record at the close of business on May 28, 2021.

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 is a leading financial services company that has approximately $1.9 trillion in assets and proudly serves one in three U.S. households and more than 10% of all middle market companies in the U.S. 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. 30 on Fortune’s 2020 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.

 

© 2021 Wells Fargo Bank, N.A. All rights reserved.


Contact Information

Media

Peter Gilchrist, 704-715-3213

peter.gilchrist@wellsfargo.com

Investor Relations

John Campbell, 415-396-0523

john.m.campbell@wellsfargo.com

News Release Category: WF-CF

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