8-K
WELLS FARGO & COMPANY/MN (WFC)
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 10, 2023
WELLS FARGO & COMPANY
(Exact name of registrant as specified in its charter)
| Delaware | 001-02979 | No. 41-0449260 |
|---|---|---|
| (State or other jurisdiction<br>of incorporation) | (Commission File<br>Number) | (IRS Employer<br>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<br>Symbol | Name of Each Exchange<br>on Which Registered |
|---|---|---|
| Common Stock, par value $1-2/3 | WFC | New York Stock Exchange<br> <br>(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 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 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. ☐
| Item 8.01. | Other Events. |
|---|
On August 10, 2023, Wells Fargo & Company (the “Company”) issued a press release announcing it will redeem on September 15, 2023 (the “Redemption Date”) all 69,000 shares of its 5.85% Fixed-to-Floating Rate Non-Cumulative Perpetual Class A Preferred Stock, Series Q (the “Series Q Preferred Stock”) and all shares of the related depositary shares, each representing a 1/1,000^th^ interest in a share of the Series Q Preferred Stock (the “Series Q Depositary Shares”). After giving effect to the redemption on the Redemption Date, no shares of the Series Q Preferred Stock or the Series Q Depositary Shares will remain outstanding.
| Item 9.01. | Financial Statements and Exhibits. |
|---|
(d) Exhibits
| Exhibit No. | Description | Location |
|---|---|---|
| 99.1 | Press Release dated August 10, 2023. | 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: August 10, 2023 | /s/ Bryant Owens |
| Bryant Owens | |
| Senior Vice President and Assistant Treasurer |
Press Release dated August 10, 2023
Exhibit 99.1
News Release | August 10, 2023
Wells Fargo & Company Announces Full Redemption of its Series Q Preferred Stock and Related Depositary Shares
SAN FRANCISCO– Aug. 10, 2023 – Wells Fargo & Company (NYSE: WFC) today announced that on Sept. 15, 2023, it will redeem all 69,000 shares (the “Redeemed Series Q Preferred Shares”) of its 5.85% Fixed-to-Floating Rate Non-Cumulative Perpetual Class A Preferred Stock, Series Q (the “Series Q Preferred Stock”). The redemption of the Redeemed Series Q Preferred Shares will trigger the redemption of the 69,000,000 shares of the related depositary shares (the “Redeemed Series Q Depositary Shares”), each representing a 1/1,000 interest in a share of Series Q Preferred Stock (the “Series Q Depositary Shares”) (NYSE: WFC.PRQ). The redemption price will be equal to $25,000.00 per Redeemed Series Q Preferred Share and $25.00 per Redeemed Series Q Depositary Share. After giving effect to the redemption, no shares of the Series Q Preferred Stock or the Series Q Depositary Shares will remain outstanding.
Because the redemption date is also a dividend payment date for the Series Q Preferred Stock and the Series Q 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, 2023, to holders of record at the close of business on Aug. 31, 2023.
All regulatory requirements relating to the redemption of the Redeemed Series Q Preferred Shares and Redeemed Series Q Depositary Shares have been satisfied by Wells Fargo & Company. The redemption agent is Equiniti Trust Company, LLC, 1110 Centre Pointe Curve, Suite 101, Mendota Heights, Minnesota 55120. Payment of the redemption price for the Redeemed Series Q 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 a 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 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. 47 on Fortune’s 2023 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
^©^ 2023 Wells Fargo Bank, N.A. All rights reserved.
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
2 Aug. 10, 2023 | News Release