WELLS FARGO & COMPANY/MN 8-K

What Happened

• Wells Fargo & Company announced on March 17, 2026 that it filed with the Delaware Secretary of State a Certificate Eliminating the Certificate of Designation for its 3.90% Fixed Rate Reset Non-Cumulative Perpetual Class A Preferred Stock, Series BB. The filing is effective upon submission and removes from the company's Restated Certificate of Incorporation all matters set forth in the original Certificate of Designation for the Series BB Preferred, which was originally filed on January 22, 2021. The Certificate Eliminating the Certificate of Designation is included as Exhibit 3.1 to the Form 8-K.

Key Details

• Filing date (effective upon filing): March 17, 2026.
• Series affected: 3.90% Fixed Rate Reset Non-Cumulative Perpetual Class A Preferred Stock, Series BB.
• Original Certificate of Designation filing date: January 22, 2021.
• Action: eliminated from the Restated Certificate of Incorporation all matters set forth in the Series BB Certificate of Designation.

Why It Matters

• This filing changes the company’s charter language by removing the previously filed terms for the Series BB preferred shares. Holders of, or investors tracking, the Series BB preferred should review the exhibit and company disclosures for details; the 8-K does not describe any redemption, conversion, or other economic action beyond elimination of the designation. Changes to charter rights can affect holders' legal rights and the company's capital structure, so investors may want to monitor for any follow-up filings or notices.