07/27/2021 | Press release | Distributed by Public on 07/27/2021 08:12
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 July 23, 2021, 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 'Non-CumulativePerpetual Class A Preferred Stock, Series DD,' authorized 50,000 shares of Non-CumulativePerpetual Class A Preferred Stock, Series DD, without par value and with a liquidation preference amount of $25,000 per share (referred to herein as the 'Series DD 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 DD 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 4.1 and is incorporated herein by reference.
Financial Statements and Exhibits
On July 27, 2021, the Company sold 50,000,000 Depositary Shares, each Depositary Share representing a 1/1,000th interest in a share of the Company's Series DD Preferred Stock (the 'Depositary Shares'). Exhibits are filed herewith in connection with the Registration Statement on Form S-3,as amended (File No. 333-236148)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 July 20, 2021, among the Company and Wells Fargo Securities, LLC, as representative of the several underwriters named therein; (ii) Certificate of Designation of the Company dated July 22, 2021; (iii) Deposit Agreement dated as of July 27, 2021 among the Company, Equiniti Trust Company, as depositary, and the holders from time to time of Depositary Receipts; (iv) form of Depositary Receipt; and (v) opinions with respect the Series DD Preferred Stock, Deposit Agreement, and Depositary Receipts.
(d) Exhibits
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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 |
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23.2 | Consent of Faegre Drinker Biddle & Reath LLP. |
Included as part of Exhibit 5.2 |
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104 | The cover page from this Current Report on Form 8-K,formatted in Inline XBRL. | Filed herewith |
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