Wells Fargo (NYSE: WFC) launches 6.55% reset preferred stock

What does each WFC Series HH depositary share represent?

Rhea-AI Filing Summary

FAQ

Filing Exhibits & Attachments

Q: What new preferred stock did WFC establish in this 8-K filing?

Q: How many Series HH preferred shares did WFC authorize?

Q: How many depositary shares tied to Series HH did WFC sell?

Q: Under what registration did WFC issue the Series HH depositary shares?

8-K Event Classification

Key Figures

Key Terms

What new preferred stock did WFC establish in this 8-K filing?

How many Series HH preferred shares did WFC authorize?

What liquidation preference applies to WFC’s Series HH preferred stock?

How many depositary shares tied to Series HH did WFC sell?

Under what registration did WFC issue the Series HH depositary shares?

Each Wells Fargo Depositary Share represents a 1/25th interest in a share of Series HH Preferred Stock. Investors hold these depositary shares instead of whole preferred shares, with rights governed by a Deposit Agreement filed as an exhibit to the report.

Wells Fargo & Company established 6.55% Fixed Rate Reset Non-Cumulative Perpetual Class A Preferred Stock, Series HH . A Certificate of Designation filed in Delaware on August 17, 2026 defines its rights, preferences, and other terms under the company’s Restated Certificate of Incorporation.

Wells Fargo & Company authorized 70,000 shares of Series HH Preferred Stock. Each share is without par value and carries a $25,000 liquidation preference , which defines the amount payable per share before common stock in a liquidation event.

Wells Fargo & Company sold 1,750,000 Depositary Shares on August 19, 2026. Each Depositary Share represents a 1/25th interest in one Series HH preferred share , allowing smaller-denomination trading of interests in the preferred stock series.

The Series HH Depositary Shares are issued under a Form S-3 shelf registration , File No. 333-287868. The 8-K files related documents, including the underwriting agreement, deposit agreement, depositary receipt form, and legal opinions regarding these securities.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Wells Fargo & Company (WFC) created a new series of preferred stock under its Restated Certificate of Incorporation. On August 17, 2026 it filed a Certificate of Designation in Delaware designating 6.55% Fixed Rate Reset Non-Cumulative Perpetual Class A Preferred Stock, Series HH, authorizing 70,000 shares without par value with a liquidation preference of $25,000 per share.

On August 19, 2026 Wells Fargo & Company sold 1,750,000 Depositary Shares, each representing a 1/25th interest in a share of Series HH Preferred Stock. The securities are issued under an existing Form S-3 shelf registration, with related agreements and legal opinions, including the underwriting agreement, deposit agreement, and opinions on the Series HH Preferred Stock and depositary receipts, filed as exhibits.

2 items: 5.03, 9.01

2 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Authorized Series HH Preferred Shares: 70,000 shares Liquidation Preference per Series HH Share: $25,000 per share Depositary Shares Sold: 1,750,000 Depositary Shares +3 more

6 metrics

Authorized Series HH Preferred Shares 70,000 shares Shares of 6.55% Fixed Rate Reset Non-Cumulative Perpetual Class A Preferred Stock, Series HH

Liquidation Preference per Series HH Share $25,000 per share Liquidation preference amount for each share of Series HH Preferred Stock

Depositary Shares Sold 1,750,000 Depositary Shares Depositary Shares sold on August 19, 2026, each representing a 1/25th interest in a Series HH share

Interest Represented by Each Depositary Share 1/25th interest Each Depositary Share represents a 1/25th interest in a share of Series HH Preferred Stock

Registration Statement File Number 333-287868 Form S-3 shelf registration under which the Series HH securities are issued

8-K Signature Date August 19, 2026 Date the report was signed by the Senior Vice President and Assistant Treasurer

Certificate of Designation, Non-Cumulative Perpetual Class A Preferred Stock, Depositary Shares, Fixed Rate Reset, +2 more

6 terms

Certificate of Designation regulatory

"the Company filed with the Delaware Secretary of State a Certificate of Designation"

A certificate of designation is a formal document that spells out the specific rights and rules attached to a particular class or series of stock, usually preferred shares. Think of it as a rulebook or menu that lists dividend terms, liquidation priority, conversion or redemption rights and any special voting protections; investors use it to judge how much income, control or downside protection those shares will provide compared with other securities.

Non-Cumulative Perpetual Class A Preferred Stock financial

"designated a series of such Preferred Stock as “6.55% Fixed Rate Reset Non-Cumulative Perpetual Class A"

Depositary Shares financial

"the Company sold 1,750,000 Depositary Shares (the “Depositary Shares”), each Depositary Share representing"

Depositary shares are tradable certificates that represent a fractional piece of a larger security held by a third-party bank, like owning a slice of a single big pie instead of the whole pie. They let companies issue and investors buy smaller, more affordable portions of preferred stock or other instruments; holders usually receive proportional dividends and market pricing similar to ordinary shares, but may have limited voting rights and different liquidity or tax implications, which can affect income and resale value.

Fixed Rate Reset financial

"designated a series of such Preferred Stock as “6.55% Fixed Rate Reset Non-Cumulative"

A fixed rate reset is a feature in some bonds or preferred shares where the interest or dividend rate is periodically recalculated and then fixed for the next term according to a pre-set reference (for example, a market rate) plus a set extra amount. It matters to investors because it changes the security’s future income and interest-rate sensitivity—like a thermostat that is reprogrammed at intervals so your heating cost adjusts in steps to current conditions rather than staying completely fixed or constantly changing.

liquidation preference financial

"with a liquidation preference amount of $25,000 per share (referred to herein as"

A liquidation preference is a rule that determines who gets paid first and how much they receive when a company is sold, goes bankrupt, or distributes its assets. It gives certain investors a priority claim—often returning their original investment plus any agreed multiple—before other owners receive money, which shapes how much common shareholders and founders ultimately get; think of it as a front-of-the-line pass that affects payout order and investor returns.

Deposit Agreement financial

"Deposit Agreement dated as of August 19, 2026 among the Company and Computershare"

A deposit agreement is a written contract between a customer and a financial institution that outlines the terms for opening and maintaining a deposit account, such as a savings or checking account. It explains important details like how funds can be accessed, any fees involved, and the institution’s responsibilities. For investors, understanding this agreement is important because it clarifies their rights and the rules governing their deposited funds.

Wells Fargo & Company established 6.55% Fixed Rate Reset Non-Cumulative Perpetual Class A Preferred Stock, Series HH. A Certificate of Designation filed in Delaware on August 17, 2026 defines its rights, preferences, and other terms under the company’s Restated Certificate of Incorporation.

Wells Fargo & Company authorized 70,000 shares of Series HH Preferred Stock. Each share is without par value and carries a $25,000 liquidation preference, which defines the amount payable per share before common stock in a liquidation event.

Each share of Wells Fargo’s Series HH Preferred Stock has a $25,000 liquidation preference. This amount is payable on that series before any distribution to common shareholders in a liquidation, as specified in the Certificate of Designation filed with Delaware.

Wells Fargo & Company sold 1,750,000 Depositary Shares on August 19, 2026. Each Depositary Share represents a 1/25th interest in one Series HH preferred share, allowing smaller-denomination trading of interests in the preferred stock series.

The Series HH Depositary Shares are issued under a Form S-3 shelf registration, File No. 333-287868. The 8-K files related documents, including the underwriting agreement, deposit agreement, depositary receipt form, and legal opinions regarding these securities.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Understanding 8-K Material Events →

Available on EDGAR 08/19/2026 - 04:09 PM Accepted by SEC EDGAR 08/19/2026 - 04:08 PM

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): August 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

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 August 17, 2026, 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 “6.55% Fixed Rate Reset Non-Cumulative Perpetual Class A Preferred Stock, Series HH,” authorized 70,000 shares of Non-Cumulative Perpetual Class A Preferred Stock, Series HH, without par value and with a liquidation preference amount of $25,000 per share (referred to herein as the “Series HH 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 HH 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 3.1 and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits

On August 19, 2026, the Company sold 1,750,000 Depositary Shares (the “Depositary Shares”), each Depositary Share representing a 1/25th interest in a share of the Company’s Series HH Preferred Stock. Exhibits are filed herewith in connection with the Registration Statement on Form S-3, as amended (File No. 333-287868), 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 August 12, 2026, among the Company and Wells Fargo Securities, LLC, as representative of the several underwriters named therein; (ii) Certificate of Designation of the Company dated August 14, 2026; (iii) Deposit Agreement dated as of August 19, 2026 among the Company and Computershare Trust Company, N.A. and Computershare Inc., collectively as depositary, and the holders from time to time of Depositary Receipts; (iv) form of Depositary Receipt; and (v) opinions with respect to the Series HH Preferred Stock, Deposit Agreement, and Depositary Receipts.

(d)

Exhibits


Exhibit No.	Description	Location

1.1	Underwriting Agreement, dated as of August 12, 2026, among Wells Fargo & Company and Wells Fargo Securities, LLC, as representative of the several underwriters named therein.	Filed herewith

3.1	Certificate of Designation of Wells Fargo & Company with respect to the Series HH Preferred Stock dated August 14, 2026.	Filed herewith

4.1	Deposit Agreement, dated as of August 19, 2026, among the Company and Computershare Trust Company, N.A. and Computershare Inc., collectively as depositary, and the holders from time to time of Depositary Receipts.	Filed herewith

4.2	Form of Depositary Receipt.	Included as part of Exhibit 4.1

5.1	Opinion of Richards, Layton & Finger, P.A. regarding the Series HH Preferred Stock.	Filed herewith


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

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.

Source: View Original Filing on SEC EDGAR

WELLS FARGO & COMPANY

DATED: August 19, 2026

/s/ Scott Knoblach

Scott Knoblach

Senior Vice President and Assistant Treasurer

9 documents