Wells Fargo Announces Sale of \$2.25 Million Depositary Shares Representing Series GG Preferred Stock

Key Highlights for Investors:

• Transaction: Wells Fargo & Company (the “Company”) has completed the sale of 2,250,000 Depositary Shares, each representing a 1/25th interest in a share of Wells Fargo’s new Series GG 6.125% Fixed Rate Reset Non-Cumulative Perpetual Class A Preferred Stock.
• Date of Event: The sale was completed on March 18, 2026.
• Underwriting: The offering was led by Wells Fargo Securities, LLC and included a syndicate of underwriters, with a detailed allocation of shares among them.
• Legal and Regulatory Filings: The transaction included the filing of an underwriting agreement, a certificate of designation, and legal opinions regarding the issuance and validity of the preferred stock and depositary receipts.

Detailed Transaction Structure

• Nature of Securities: Each Depositary Share represents a fractional interest (1/25th) in a Series GG Preferred Stock share, providing investors with exposure to the preferred class without direct ownership of the full preferred shares.
• Interest Rate: The Series GG Preferred Stock carries a fixed dividend rate of 6.125%. These dividends are non-cumulative, meaning missed dividends do not accrue.
• Perpetual Nature: The preferred shares are perpetual and do not have a maturity date, offering long-term yield potential.
• Public Offering: The shares were offered to the public, with the underwriters agreeing to purchase the total allocated shares at a specified purchase price.

Underwriter Breakdown

Below is a summary of the underwriting syndicate and shares purchased:

Regulatory and Legal Matters

• All necessary approvals and filings with the Securities and Exchange Commission (SEC) have been completed, including legal opinions verifying the validity of the shares and depositary receipts.
• The issuance complies with all applicable rules and regulations, including those relating to disclosure, anti-money laundering, and investment company status.
• Wells Fargo confirms there are no material legal proceedings or investigations that would impact the offering or the company’s financial condition.

Implications for Shareholders and Investors

• Capital Structure Impact: The issuance strengthens Wells Fargo’s capital base by introducing a new series of preferred shares, potentially enhancing the company’s financial flexibility and Tier 1 capital ratio.
• Dividend Considerations: As non-cumulative preferred shares, investors should be aware that dividends are not guaranteed and will only be paid if declared by the board. Missed dividends are not carried forward.
• Potential Share Price Impact: While preferred stock offerings typically have limited dilution effect on common shareholders, they may influence the company’s cost of capital and future earnings available to common shareholders.
• Trading: These Depositary Shares are expected to be listed and traded, offering investors liquidity and the ability to participate in the preferred class dividend stream.
• International Restrictions: The offering includes detailed restrictions for resale and distribution in Canada, the European Economic Area, the United Kingdom, Hong Kong, Japan, Mexico, Singapore, Switzerland, Taiwan, and the United Arab Emirates. Investors in these jurisdictions should consult legal advisors regarding eligibility and compliance.

Additional Notes

• Disclosure and Controls: The company maintains robust disclosure controls and internal controls over financial reporting, with no material weaknesses reported.
• No Material Adverse Change: As of the closing date, there were no material adverse changes in the company’s consolidated financial condition or business that would affect the offering.
• Opinions and Legal Review: Multiple legal opinions were filed as part of the underwriting process, confirming the validity and compliance of the securities under U.S. and Delaware law.

Conclusion

This preferred stock issuance represents a significant capital markets transaction for Wells Fargo & Company, reinforcing its capital position with a new series of high-yielding, non-cumulative perpetual preferred shares. Investors seeking stable yield may find these Depositary Shares attractive, though they should consider the non-cumulative dividend structure and potential effects on common equity returns. The offering’s successful completion, broad underwriter participation, and robust legal and regulatory compliance are notable positives for the company’s ongoing capital management strategy and may influence market sentiment in the near term.

Disclaimer: This article is for informational purposes only and does not constitute investment advice or a recommendation to buy or sell securities. Investors should consult their financial advisor and review official filings and disclosures before making investment decisions. Past performance is not indicative of future results. The information herein is based on official filings and is believed to be accurate as of the publication date, but no guarantee is made as to its completeness or accuracy.

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