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WELLS FARGO & COMPANY

(WFC)
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WELLS FARGO & COMPANY/MN : Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits (form 8-K)

07/27/2021 | 10:13am EDT

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 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-Cumulative Perpetual Class A Preferred Stock, Series DD," authorized 50,000 shares of Non-Cumulative Perpetual 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.

Item 9.01. 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



Exhibit No.                         Description                            Location

    1.1             Underwriting Agreement, dated July 20, 2021,        Filed herewith
                  among Wells Fargo & Company and Wells Fargo
                  Securities, LLC, as representative of the
                  several underwriters named therein.

    4.1             Certificate of Designation of Wells Fargo &         Filed herewith
                  Company with respect to the Non-Cumulative
                  Perpetual Class A Preferred Stock, Series DD
                  dated July 22, 2021.

    4.2             Deposit Agreement dated as of July 27, 2021         Filed herewith
                  among Wells Fargo & Company, Equiniti Trust
                  Company, as depositary, and the holders from
                  time to time of Depositary Receipts.

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

    5.1             Opinion of Richards, Layton & Finger, P.A.          Filed herewith
                  regarding the Non-Cumulative Perpetual Class A
                  Preferred Stock, Series DD.




                                       2

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   5.2            Opinion of Faegre Drinker Biddle & Reath LLP          Filed herewith
                regarding the Deposit Agreement and the
                Depositary Receipts.

   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         Filed herewith
                8-K, formatted in Inline XBRL.




                                       3

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