Form 8-K - Current report

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)

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

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 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 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

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.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.	Description	Location

3.1	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.	Filed herewith

104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.	Filed herewith

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: June 18, 2024		/s/ Bryant Owens
		Bryant Owens
		Senior Vice President and Assistant Treasurer

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

WELLS FARGO & COMPANY

Pursuant to Section 151 of the General

Corporation Law of the State of Delaware

The undersigned DOES HEREBY CERTIFY as follows:

Resolutions were adopted by the Securities Committee of the Board of Directors of Wells Fargo & Company, a Delaware corporation (the “Company”), which resolutions are set forth in a 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 Preferred Stock, Series S (the “Series S Preferred Stock”);

All 80,000 outstanding shares of Series S Preferred Stock were redeemed by the Company on June 15, 2024 (which, due to the occurrence of a non-business day, will shift to June 17, 2024) and none of the authorized shares of the Company’s Series S Preferred Stock are outstanding and none will be issued subject to the Certificate of Designations previously filed on April 21, 2014 with the Secretary of State of the State of Delaware with respect to such series;

The following resolutions were duly adopted by Securities Committee I of the Board of Directors of the Company pursuant to the written consent of Securities Committee I duly adopted on May 8, 2024:

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.


WELLS FARGO & COMPANY

By		/s/ Bryant Owens
		Senior Vice President and
		Assistant Treasurer

ATTEST:

/s/ Sandra J. Galvis

Assistant Secretary

Document and Entity Information	Jun. 18, 2024
Document And Entity Information [Line Items]
Entity Registrant Name	WELLS FARGO & COMPANY/MN
Amendment Flag	false
Entity Central Index Key	0000072971
Current Fiscal Year End Date	--12-31
Document Type	8-K
Document Period End Date	Jun. 18, 2024
Entity Incorporation State Country Code	DE
Entity File Number	001-02979
Entity Tax Identification Number	41-0449260
Entity Address, Address Line One	420 Montgomery Street
Entity Address, City or Town	San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94104
City Area Code	1-866
Local Phone Number	249-3302
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document And Entity Information [Line Items]
Security Exchange Name	NYSE
Security 12b Title	Common Stock, par value $1-2/3
Trading Symbol	WFC
A 7.5 Not Cumulative Perpetual Convertible Class A Preferred Stock Series L [Member]
Document And Entity Information [Line Items]
Security Exchange Name	NYSE
Security 12b Title	7.5% Non-Cumulative Perpetual Convertible Class A Preferred Stock, Series L
Trading Symbol	WFC.PRL
Depositary Shares Each Representing A 11000th Interest In A Share Of Not Cumulative Perpetual Class A Preferred Stock Series Y 2 [Member]
Document And Entity Information [Line Items]
Security Exchange Name	NYSE
Security 12b Title	Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series Y
Trading Symbol	WFC.PRY
Depositary Shares Each Representing A 11000th Interest In A Share Of Not Cumulative Perpetual Class A Preferred Stock Series Z 1 [Member]
Document And Entity Information [Line Items]
Security Exchange Name	NYSE
Security 12b Title	Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series Z
Trading Symbol	WFC.PRZ
Depositary Shares Each Representing A 11000th Interest In A Share Of Not Cumulative Perpetual Class A Preferred Stock Series Aa 2 [Member]
Document And Entity Information [Line Items]
Security Exchange Name	NYSE
Security 12b Title	Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series AA
Trading Symbol	WFC.PRA
Depositary Shares Each Representing A 11000th Interest In A Share Of Not Cumulative Perpetual Class A Preferred Stock Series Cc 3 [Member]
Document And Entity Information [Line Items]
Security Exchange Name	NYSE
Security 12b Title	Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series CC
Trading Symbol	WFC.PRC
Depositary Shares Each Representing A 11000th Interest In A Share Of Not Cumulative Perpetual Class A Preferred Stock Series Dd 4 [Member]
Document And Entity Information [Line Items]
Security Exchange Name	NYSE
Security 12b Title	Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series DD
Trading Symbol	WFC.PRD
Guaranteeof Medium Term Notes Series Adue October 302028of Wells Fargo Finance LLC [Member]
Document And Entity Information [Line Items]
Security Exchange Name	NYSE
Security 12b Title	Guarantee of Medium-Term Notes, Series A, due October 30, 2028 of Wells Fargo Finance LLC
Trading Symbol	WFC/28A