Wells Fargo & Company

08/19/2026 | Press release | Distributed by Public on 08/19/2026 14:08

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 August 17, 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 "6.55% Fixed Rate Reset Non-Cumulative Perpetual Class A Preferred Stock, Series HH," authorized 70,000 shares of Non-Cumulative Perpetual Class A Preferred Stock, Series HH, without par value and with a liquidation preference amount of $25,000 per share (referred to herein as the "Series HH 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 HH 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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