8-K

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): June 18, 2024

WELLS FARGO & COMPANY

(Exact name of registrant as specified in its charter)

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:

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

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. ☐

On June 18, 2024, Wells Fargo & Company (the “Company”) filed with the Delaware Secretary of State a Certificate Eliminating the Certificate of Designations with respect to the Company’s 5.90% Fixed-to-Floating Rate Non-Cumulative Perpetual Class A Preferred Stock, Series S (the “Series S Preferred”), which, effective upon filing, eliminated from the Company’s Restated Certificate of Incorporation all matters set forth in the Certificate of Designations for the Series S Preferred, filed with the Delaware Secretary of State on April 21, 2014. The Certificate Eliminating the Certificate of Designations with respect to the Company’s Series S Preferred, is filed herewith as Exhibit 3.1 and is incorporated herein by reference.

(d)  Exhibits

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.

CERTIFICATE ELIMINATING THE CERTIFICATE OF DESIGNATIONS

Exhibit 3.1

CERTIFICATE ELIMINATING THE CERTIFICATE OF DESIGNATIONS

WITH RESPECT TO THE

5.90% FIXED-TO-FLOATING RATE NON-CUMULATIVE PERPETUAL

CLASS A PREFERRED STOCK, SERIES S

OF

WELLS FARGO & COMPANY

Pursuant to Section 151 of the General

Corporation Law of the State of Delaware

The undersigned DOES HEREBY CERTIFY as follows:

WHEREAS, resolutions were adopted by the Securities Committee of the Board of Directors (the “Board”) of Wells Fargo & Company, a Delaware corporation (the “Company”), which resolutions are set forth in a Certificate of Designations (the “Series S Certificate of Designations”) filed with the Secretary of State of the State of Delaware on April 21, 2014 providing for and authorizing the issuance of 80,000 shares of the Company’s 5.90% Fixed-to-Floating Rate Non-Cumulative Perpetual Class A, Series S Preferred Stock (the “Series S Preferred Stock”) of which 80,000 were issued;

WHEREAS, on June 15, 2024 (which, due to the occurrence of a non-business day, will shift to June 17, 2024), all 80,000 issued and outstanding shares of the Series S Preferred Stock will be redeemed by the Company (the “Series S Redemption”).

NOW THEREFORE BE IT

RESOLVED that, after the Series S Redemption, no shares of the Series S Preferred Stock are outstanding and none will be issued subject to the Series S Certificate of Designations.

RESOLVED that, after the Series S Redemption, all matters set forth in the Series S Certificate of Designations with respect to the Series S Preferred Stock be eliminated from the Certificate of Incorporation of the Company.

RESOLVED that, after the Series S Redemption, the President, any Senior Executive Vice President, any Executive Vice President, any Senior Vice President, the Treasurer, any Assistant Treasurer, the Secretary and any Assistant Secretary of the Company, and each of them, are hereby authorized and directed to file a Certificate with the office of the Secretary of State of the State of Delaware setting forth a copy of these resolutions whereupon all matters set forth in the Series S Certificate of Designations with respect to the Series S Preferred Stock shall be eliminated from the Certificate of Incorporation of the Company.

[Signature Page Follows]

IN WITNESS WHEREOF, WELLS FARGO & COMPANY has caused this Certificate to be signed by Bryant Owens, its Senior Vice President and Assistant Treasurer, and attested by Sandra J. Galvis, its Assistant Secretary, this 18th day of June, 2024.

ATTEST: