Wells Fargo (WFC) eliminates Series BB preferred stock designation from charter

Rhea-AI Filing Summary

Wells Fargo & Company filed a current report to disclose an update to its corporate charter. On March 17, 2026, the company 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. This filing removes from Wells Fargo’s Restated Certificate of Incorporation all matters previously set forth in the Series BB Certificate of Designation, which was originally filed on January 22, 2021. The elimination certificate is included as Exhibit 3.1 and incorporated by reference.

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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

FAQ

What did Wells Fargo (WFC) change regarding its Series BB preferred stock?

Wells Fargo eliminated the Certificate of Designation for its 3.90% Fixed Rate Reset Non-Cumulative Perpetual Class A Preferred Stock, Series BB. This removed all Series BB terms from its Restated Certificate of Incorporation through a filing with the Delaware Secretary of State.

When did Wells Fargo file the elimination of the Series BB preferred stock designation?

Wells Fargo filed the Certificate Eliminating the Certificate of Designation for its Series BB preferred stock on March 17, 2026. The change became effective upon filing with the Delaware Secretary of State and is described in the company’s current report.

What is included as Exhibit 3.1 in Wells Fargo’s March 17, 2026 8-K?

Exhibit 3.1 is the Certificate Eliminating the Certificate of Designation for Wells Fargo’s 3.90% Fixed Rate Reset Non-Cumulative Perpetual Class A Preferred Stock, Series BB. The exhibit is filed with the report and incorporated by reference into the disclosure.

How does the Series BB certificate elimination affect Wells Fargo’s charter?

The elimination removes all matters related to the Series BB preferred stock from Wells Fargo’s Restated Certificate of Incorporation. It replaces the earlier Certificate of Designation filed on January 22, 2021, streamlining the charter to reflect the current capital structure.

Which securities of Wells Fargo (WFC) remain listed on the NYSE?

Wells Fargo lists common stock and several series of Non-Cumulative Perpetual Class A Preferred Stock or related depositary shares on the NYSE, along with a guarantee of certain medium-term notes. These listings are summarized in the company’s current report cover disclosure.

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-3.1 EX-3.1 11.0 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.9 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 16.4 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 28.9 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 17.5 KB