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Wells Fargo (NYSE: WFC) calls full Series BB preferred issue

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Wells Fargo & Company is redeeming all of its 3.90% Fixed Rate Reset Non-Cumulative Perpetual Class A Preferred Stock, Series BB, along with the related depositary shares. The redemption will occur on March 15, 2026, shifting to March 16, 2026 because that date is a non-business day.

The company will redeem 140,400 preferred shares and 3,510,000 depositary shares, each depositary share representing a 1/25 interest in a preferred share. Holders will receive $25,000 per preferred share and $1,000 per depositary share. Regular quarterly dividends will still be paid separately on the redemption date to holders of record on February 27, 2026.

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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): February 25, 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: 1-866-249-3302

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 February 25, 2026, Wells Fargo & Company (the “Company”) issued a press release announcing it will redeem on March 15, 2026 (which, due to the occurrence of a non-business day, will shift to March 16, 2026, the “Redemption Date”) all 140,400 outstanding shares of its 3.90% Fixed Rate Reset Non-Cumulative Perpetual Class A Preferred Stock, Series BB (the “Series BB Preferred Stock”) and all outstanding shares of the related depositary shares, each representing a 1/25th interest in a share of the Series BB Preferred Stock (the “Series BB Depositary Shares”). After giving effect to the redemption on the Redemption Date, no shares of the Series BB Preferred Stock or the Series BB Depositary Shares will remain outstanding.

 

Item 9.01.

Financial Statements and Exhibits.

 

  (d)

Exhibits

 

Exhibit No.

  

Description

  

Location

99.1    Press Release dated February 25, 2026.    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: February 25, 2026      

/s/ Bryant Owens

      Bryant Owens
      Senior Vice President and Assistant Treasurer
LOGO       Exhibit 99.1

News Release | Feb. 25, 2026

Wells Fargo & Company Announces Full Redemption of its Series BB Preferred Stock and Related Depositary Shares

SAN FRANCISCO – Feb. 25, 2026 – Wells Fargo & Company (NYSE: WFC) today announced that on March 15, 2026 (which, due to the occurrence of a non-business day, will shift to March 16, 2026), it will redeem all 140,400 outstanding shares (the “Redeemed Series BB Preferred Shares”) of its 3.90% Fixed Rate Reset Non-Cumulative Perpetual Class A Preferred Stock, Series BB (the “Series BB Preferred Stock”). The redemption of the Redeemed Series BB Preferred Shares will trigger the redemption of the 3,510,000 outstanding shares of the related depositary shares (the “Redeemed Series BB Depositary Shares”), each representing a 1/25 interest in a share of Series BB Preferred Stock (the “Series BB Depositary Shares”). The redemption price will be equal to $25,000.00 per Redeemed Series BB Preferred Share and $1,000.00 per Redeemed Series BB Depositary Share. After giving effect to the redemption, no shares of the Series BB Preferred Stock or the Series BB Depositary Shares will remain outstanding.

Because the redemption date is also a dividend payment date for the Series BB Preferred Stock and the Series BB Depositary Shares, the redemption prices noted herein do not include declared and unpaid dividends. Regular quarterly dividends will be paid separately in the customary manner on March 15, 2026 (which, due to the occurrence of a non-business day, will shift to March 16, 2026), to holders of record at the close of business on February 27, 2026.

All regulatory requirements relating to the redemption of the Redeemed Series BB Preferred Shares and Redeemed Series BB Depositary Shares have been satisfied by Wells Fargo & Company, and no covenant remains in place to limit or prohibit the redemption of the Redeemed Series BB Preferred Shares and Redeemed Series BB Depositary Shares. The redemption agent is Computershare Trust Company, N.A., Attn: Corporate Actions, COY: WFCO, 150 Royall Street, Suite 101, Canton, MA 02021 or PO Box 43014, Providence, RI 02940-3014. Payment of the redemption price for the Redeemed Series BB Depositary Shares will be sent to holders by the redemption agent on the redemption date.

About Wells Fargo

Wells Fargo & Company (NYSE: WFC) is a leading financial services company that has approximately $2.1 trillion in assets. We provide a diversified set of banking, investment and mortgage products and services, as well as consumer and commercial finance, through our four reportable operating segments: Consumer Banking and Lending, Commercial Banking, Corporate and Investment Banking, and Wealth & Investment Management. Wells Fargo ranked No. 33 on Fortune’s 2025 rankings of America’s largest corporations. News, insights, and perspectives from Wells Fargo are also available at Wells Fargo Stories.

Additional information may be found at www.wellsfargo.com

LinkedIn: https://www.linkedin.com/company/wellsfargo

Contact Information

© 2026 Wells Fargo Bank, N.A. All rights reserved.


Media

Beth Richek, 980-308-1568

Beth.Richek@wellsfargo.com

Investor Relations

Tanya Quinn, 415-396-7495

tanya.quinn@wellsfargo.com

News Release Category: WF-CFH

###

 

2

Feb. 25, 2026 | News Release

FAQ

What did Wells Fargo (WFC) announce about its Series BB preferred stock?

Wells Fargo announced a full redemption of its 3.90% Series BB preferred stock and related depositary shares. All 140,400 preferred shares and 3,510,000 depositary shares will be redeemed, leaving none outstanding after the March 16, 2026 redemption date adjustment.

When is the Wells Fargo Series BB preferred stock redemption date?

The redemption date is effectively March 16, 2026. It is set for March 15, 2026, but shifts to March 16, 2026 because March 15 falls on a non-business day. On that date, all Series BB preferred and related depositary shares will be redeemed.

What redemption prices will Wells Fargo (WFC) pay for Series BB shares?

Wells Fargo will pay $25,000 per preferred share of Series BB and $1,000 per related depositary share. Each depositary share represents a 1/25 interest in a preferred share, aligning the redemption prices for both instruments on a proportional basis.

How many Wells Fargo Series BB preferred and depositary shares are being redeemed?

The company is redeeming 140,400 preferred shares of its Series BB preferred stock. This redemption also triggers the redemption of 3,510,000 related depositary shares, each representing a 1/25 interest, so no Series BB preferred or depositary shares will remain outstanding afterward.

Will Wells Fargo still pay dividends on Series BB preferred stock at redemption?

Yes, regular quarterly dividends will still be paid. The redemption date is also a dividend payment date, so dividends declared and unpaid will be paid separately on March 16, 2026 to holders of record as of February 27, 2026.

Who is the redemption agent for Wells Fargo’s Series BB depositary shares?

Computershare Trust Company, N.A. is the redemption agent. Payment of the redemption price for the redeemed Series BB depositary shares will be sent to holders by Computershare on the redemption date, using its corporate actions team at the listed Massachusetts and Rhode Island addresses.

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