Wells Fargo & Company

03/18/2026 | Press release | Distributed by Public on 03/18/2026 14:11

Amendments to Bylaws (Form 8-K)

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 March 16, 2026, 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 "6.125% Fixed Rate Reset Non-Cumulative Perpetual Class A Preferred Stock, Series GG," authorized 90,000 shares of Non-Cumulative Perpetual Class A Preferred Stock, Series GG, without par value and with a liquidation preference amount of $25,000 per share (referred to herein as the "Series GG 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 GG 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 3.1 and is incorporated herein by reference.

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