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): May 30, 2025
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: 1-415-371-2921
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 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 May 30, 2025, Wells Fargo & Company and Wells Fargo Bank, National Association (the “Bank”) announced that the Bank, as sponsor of CoreStates Capital II and CoreStates Capital III (each, a “Trust” and collectively, the “Trusts”), has submitted redemption notices to the property trustee for the capital securities issued by the Trusts. The redemption date shall be June 30, 2025 (the “Redemption Date”), and the redemption price shall be equal to $1,000 per capital security plus accrued and unpaid distributions thereon to, but excluding, the Redemption Date. After giving effect to the redemption on the Redemption Date, no capital securities of either Trust will remain outstanding.
| Item 9.01. | Financial Statements and Exhibits. |
|---|
(d) Exhibits
| Exhibit No. | Description | Location |
|---|---|---|
| 99.1 | Press Release dated May 30, 2025. | 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 30, 2025 | /s/ Bryant Owens |
| Bryant Owens | |
| Senior Vice President and Assistant Treasurer |
EX-99.1
| Exhibit 99.1 |
|---|
News Release | May 30, 2025
Wells Fargo & Company Announces Full Redemption of the Capital Securities Issued by CoreStates Capital II and CoreStates Capital III
SAN FRANCISCO – May 30, 2025 – Wells Fargo & Company (NYSE: WFC) and Wells Fargo Bank, National Association (the “Bank”) today announced that the Bank, as sponsor of the trusts listed below, has submitted redemption notices to the property trustee for the redemption of the capital securities listed below on June 30, 2025 (the “Redemption Date”). The redemption price for each security will be equal to 100% of the principal amount of the securities plus accumulated and unpaid distributions to, but excluding, the Redemption Date.
| Trust | Security | Principal Amount | CUSIP* |
|---|---|---|---|
| CoreStates<br>Capital II | Floating <br>Rate Subordinated <br>Capital Income <br>Securities | $150,000,000<br>($1,000 per Security) | 218694AA5 |
| CoreStates<br>Capital III | Floating Rate Capital Trust Pass-through Securities | $300,000,000<br><br><br>($1,000 per Security) | 21869MAA5 |
*The CUSIP numbers listed above are for information purposes only. Neither the Bank nor the property trustee for the securities will be responsible for the selection or use of these CUSIP numbers, nor is any representation made as to the correctness on any of the securities.
About Wells Fargo
Wells Fargo & Company (NYSE: WFC) is a leading financial services company that has approximately $1.9 trillion in assets. 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. 34 on Fortune’s 2024 rankings of America’s largest corporations.
Additional information may be found at www.wellsfargo.com
LinkedIn: https://www.linkedin.com/company/wellsfargo
© 2025 Wells Fargo Bank, N.A. All rights reserved.
Contact Information
Media
Beth Richek, 980-308-1568
beth.richek@wellsfargo.com
Investor Relations
Tanya Quinn, 415-396-7495
tanya.quinn@wellsfargo.com
News Release Category: WF-CFH
2 May 30, 2025 | News Release