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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): March 17, 2026
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.) |
333 Market Street, San Francisco, California 94105
(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 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 March 17, 2026, Wells Fargo & Company (the “Company”) filed with the Delaware Secretary of State a Certificate Eliminating the Certificate of Designation with respect to the Company’s 3.90% Fixed Rate Reset Non-Cumulative Perpetual Class A Preferred Stock, Series BB (the “Series BB Preferred”), which, effective upon filing, eliminated from the Company’s Restated Certificate of Incorporation all matters set forth in the Certificate of Designation for the Series BB Preferred, filed with the Delaware Secretary of State on January 22, 2021. The Certificate Eliminating the Certificate of Designation with respect to the Company’s Series BB 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 Designation with respect to the Company’s 3.90% Fixed Rate Reset Non-Cumulative Perpetual Class A Preferred Stock, Series BB. | 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: March 17, 2026 | /s/ Scott Knoblach |
|||||
| Scott Knoblach | ||||||
| Senior Vice President and Assistant Treasurer | ||||||
Exhibit 3.1
CERTIFICATE ELIMINATING THE CERTIFICATE OF DESIGNATION
WITH RESPECT TO THE
3.90% FIXED RATE RESET NON-CUMULATIVE PERPETUAL
CLASS A PREFERRED STOCK, SERIES BB
OF
WELLS FARGO & COMPANY
Pursuant to Section 151 of the General
Corporation Law of the State of Delaware
The undersigned DOES HEREBY CERTIFY as follows:
| 1. | 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 Designation filed with the Secretary of State of the State of Delaware on January 22, 2021, providing for and authorizing the issuance of 140,400 shares of the Company’s 3.90% Fixed Rate Reset Non-Cumulative Perpetual Class A Preferred Stock, Series BB (the “Series BB Preferred Stock”); |
| 2. | All 140,400 outstanding shares of Series BB Preferred Stock were redeemed by the Company on March 15, 2026 (which, due to the occurrence of a non-business day, shifted to March 16, 2026) and none of the authorized shares of the Company’s Series BB Preferred Stock are outstanding and none will be issued subject to the Certificate of Designation previously filed on January 22, 2021 with the Secretary of State of the State of Delaware with respect to such series; |
| 3. | 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 February 24, 2026: |
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 Designation (the “Series BB Certificate of Designation”) filed with the Secretary of State of the State of Delaware on January 22, 2021 providing for and authorizing the issuance of 140,400 shares of the Company’s 3.90% Fixed Rate Reset Non-Cumulative Perpetual Class A Preferred Stock, Series BB (the “Series BB Preferred Stock”) of which 140,400 were issued; WHEREAS, on March 15, 2026 (which, due to the occurrence of a non-business day, will shift to March 16, 2026), all 140,400 issued and outstanding shares of the Series BB Preferred Stock will be redeemed by the Company (the “Series BB Redemption”).
NOW THEREFORE BE IT
RESOLVED that, after the Series BB Redemption, no shares of the Series BB Preferred Stock are outstanding and none will be issued subject to the Series BB Certificate of Designation.
RESOLVED that, after the Series BB Redemption, all matters set forth in the Series BB Certificate of Designation with respect to the Series BB Preferred Stock be eliminated from the Certificate of Incorporation of the Company.
RESOLVED that, after the Series BB 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 BB Certificate of Designation with respect to the Series BB 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 Scott Knoblach, its Senior Vice President and Assistant Treasurer, and attested by Mingli Wu, its Assistant Secretary, this 17th day of March, 2026.
| WELLS FARGO & COMPANY | ||
| By | /s/ Scott Knoblach |
|
| Scott Knoblach, | ||
| Senior Vice President and | ||
| Assistant Treasurer | ||
| ATTEST: | ||
| /s/ Mingli Wu |
||
| Mingli Wu, Assistant Secretary | ||