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WFC Wells Fargo & Co.

Filed: 27 Jul 21, 10:11am

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): July 23, 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 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Article FOURTH of Wells Fargo & Company’s (the “Company”) Restated Certificate of Incorporation, as amended, authorizes the issuance from time to time of shares of Preferred Stock, without par value. On July 23, 2021, the Company filed with the Delaware Secretary of State a Certificate of Designation which, effective upon filing, designated a series of such Preferred Stock as “Non-Cumulative Perpetual Class A Preferred Stock, Series DD,” authorized 50,000 shares of Non-Cumulative Perpetual Class A Preferred Stock, Series DD, without par value and with a liquidation preference amount of $25,000 per share (referred to herein as the “Series DD Preferred Stock”), and set forth the voting powers, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, of the Series DD Preferred Stock which are not fixed by the Company’s Restated Certificate of Incorporation. A copy of the Certificate of Designation is attached hereto as Exhibit 4.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

On July 27, 2021, the Company sold 50,000,000 Depositary Shares, each Depositary Share representing a 1/1,000th interest in a share of the Company’s Series DD Preferred Stock (the “Depositary Shares”). Exhibits are filed herewith in connection with the Registration Statement on Form S-3, as amended (File No. 333-236148) filed by the Company with the Securities and Exchange Commission. The following documents are being filed with this report on Form 8-K: (i) Underwriting Agreement, dated July 20, 2021, among the Company and Wells Fargo Securities, LLC, as representative of the several underwriters named therein; (ii) Certificate of Designation of the Company dated July 22, 2021; (iii) Deposit Agreement dated as of July 27, 2021 among the Company, Equiniti Trust Company, as depositary, and the holders from time to time of Depositary Receipts; (iv) form of Depositary Receipt; and (v) opinions with respect the Series DD Preferred Stock, Deposit Agreement, and Depositary Receipts.

(d)             Exhibits

 

Exhibit No.

  

Description

  

Location

  1.1  Underwriting Agreement, dated July 20, 2021, among Wells Fargo & Company and Wells Fargo Securities, LLC, as representative of the several underwriters named therein.  Filed herewith
  4.1  Certificate of Designation of Wells Fargo & Company with respect to the Non-Cumulative Perpetual Class A Preferred Stock, Series DD dated July 22, 2021.  Filed herewith
  4.2  Deposit Agreement dated as of July 27, 2021 among Wells Fargo & Company, Equiniti Trust Company, as depositary, and the holders from time to time of Depositary Receipts.  Filed herewith
  4.3  Form of Depositary Receipt.  Included as part
of Exhibit 4.2
  5.1  Opinion of Richards, Layton & Finger, P.A. regarding the Non-Cumulative Perpetual Class A Preferred Stock, Series DD.  Filed herewith

 

2


                          
5.2  Opinion of Faegre Drinker Biddle & Reath LLP regarding the Deposit Agreement and the Depositary Receipts.  Filed herewith
23.1  Consent of Richards, Layton & Finger, P.A.  Included as part
of Exhibit 5.1
23.2  Consent of Faegre Drinker Biddle & Reath LLP.  Included as part
of Exhibit 5.2
104  The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.  Filed herewith

 

3


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: July 27, 2021   

/s/ Bryant Owens

   Bryant Owens
   Senior Vice President and Assistant Treasurer