Wells Fargo (WFC) to redeem junior subordinated debentures, easing Series BB limits

Rhea-AI Filing Summary

Wells Fargo & Company announced that it has given notice to redeem its Floating Rate Junior Subordinated Deferrable Interest Debentures due January 15, 2027. The optional prepayment date will be January 15, 2026, and the redemption price will be 100% of the principal amount of the debentures plus any accrued and unpaid interest up to, but not including, that date. Once these debentures are redeemed, a covenant tied to them will no longer restrict Wells Fargo’s ability to repurchase or redeem its 3.90% Fixed Rate Reset Non-Cumulative Perpetual Class A Preferred Stock, Series BB, giving the company more flexibility in managing that preferred stock.

Insights

Bank capital structure analyst

Wells Fargo moves to redeem junior subordinated debt, easing a Series BB covenant.

Wells Fargo & Company plans to redeem its Floating Rate Junior Subordinated Deferrable Interest Debentures due January 15, 2027, using an optional prepayment date of January 15, 2026. The stated redemption price is 100% of principal plus accrued and unpaid interest to, but excluding, that date, which is typical for a par call on subordinated instruments.

The filing states that, once the debentures are redeemed, a covenant benefiting debenture holders will no longer limit the company’s ability to repurchase or redeem its 3.90% Fixed Rate Reset Non-Cumulative Perpetual Class A Preferred Stock, Series BB. This links the debt redemption directly to greater optionality around that preferred stock, which can affect the mix of the company’s capital over time.

Overall, the action fine-tunes the liability structure rather than representing a transformative event. Future company disclosures may clarify whether and how Wells Fargo intends to use the regained flexibility regarding the Series BB preferred shares after the January 15, 2026 prepayment date.

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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): December 12, 2025

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: 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 8.01. Other Events.

On December 12, 2025, Wells Fargo & Company (the “Company”) provided notice of redemption of its Floating Rate Junior Subordinated Deferrable Interest Debentures due January 15, 2027 (the “Debentures”). The optional prepayment date shall be January 15, 2026 (the “Optional Prepayment Date”), and the optional prepayment price shall be equal to 100% of the principal amount of the Debentures plus accrued and unpaid interest to, but excluding, the Optional Prepayment Date. Upon the redemption of the Debentures, a covenant that the Company made for the benefit of the holders of the Debentures will no longer place conditions on the Company’s ability to repurchase or redeem its 3.90% Fixed Rate Reset Non-Cumulative Perpetual Class A Preferred Stock, Series BB.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description		Location
99.1		Press Release dated December 12, 2025.		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: December 12, 2025		/s/ Bryant Owens
		Bryant Owens
		Senior Vice President and Assistant Treasurer