WELLS FARGO & COMPANY/MN 8-K

What Happened

• Wells Fargo & Company filed an 8-K reporting that it designated a new series of preferred stock — “6.125% Fixed Rate Reset Non‑Cumulative Perpetual Class A Preferred Stock, Series GG” — by Certificate of Designation filed March 16, 2026, and sold related depositary shares on March 18, 2026.
• The company sold 2,250,000 depositary shares, each representing a 1/25th interest in a share of Series GG Preferred Stock. The Certificate authorized 90,000 shares of Series GG Preferred Stock (2,250,000 depositary shares × 1/25). The Series GG Preferred Stock carries a liquidation preference of $25,000 per full preferred share (equivalent to $1,000 per depositary share).

Key Details

• Dividend and terms: 6.125% fixed rate, reset feature, non‑cumulative, perpetual (as described in the Certificate of Designation).
• Filing and transaction dates: Underwriting Agreement dated March 11, 2026; Certificate of Designation filed March 16, 2026; sale and Deposit Agreement dated March 18, 2026.
• Deposit mechanics: Depositary services provided by Computershare Trust Company, N.A. and Computershare Inc.; depositary receipts and a deposit agreement were filed with the 8-K.
• Exhibits included: Underwriting Agreement, Certificate of Designation, Deposit Agreement and Depositary Receipt form, and legal opinions.

Why It Matters

• This creates a new series of preferred stock and raises capital for Wells Fargo through sale of depositary shares tied to those preferred shares. Preferred stock sits ahead of common equity for dividends and liquidation claims, so the issuance affects the company’s capital structure.
• Important investor protections/terms: the dividend is non‑cumulative (missed dividends do not accumulate), the security is perpetual (no maturity date), and the rate has a reset feature (future coupon may change under the terms). Retail investors should note the yield and structural priority of these securities compared with common stock and review the Certificate of Designation and prospectus/deposit agreement for full details.