Form 424B2 WELLS FARGO & COMPANY / MN
Filed in accordance with Rule 424 (b) (2)
File number 333-236148
This preliminary prospectus supplement relates to a registration statement in effect under the Securities Act of 1933, but is not complete and may be amended. This preliminary prospectus supplement and the accompanying prospectus do not constitute an offer to sell such securities and it does not solicit an offer to buy such securities in any jurisdiction where the offer or sale is not. authorized.
SUBJECT TO COMPLETION, DATE JULY 20, 2021
Prospectus Supplement to the Prospectus dated February 25, 2020
Wells Fargo & Company
Custodian shares, each representing 1 / 1000th of interest
in a part of Not combinable Class A Perpetual Preferred Shares, Series DD
Wells Fargo & Company is offering custodian shares, each representing 1 / 1,000th of interest in one share of Not combinable Class A Perpetual Preferred Shares, Series DD, without par value, with a preferential liquidation amount of $ 25,000 per share (equivalent to $ 25 per depositary share) (the ??Preferred Shares Series DD??). Each Custodian Share entitles its holder, through the Custodian, to a proportionate interest fraction in all of the rights, powers and privileges of the Series DD Preferred Shares represented by the Custodian Share.
Dividends on the Series DD Preferred Shares, when, as and when declarations of our Board of Directors or a duly authorized committee of the Board, accumulate and become payable out of the Preference Liquidation Amount of 25,000 $ per share, on a not combinable quarterly basis in arrears on the 15the day of March, June, September and December of each year, from September 15, 2021, at the rate per year equal to %. If our board of directors or a duly authorized committee of the board has not declared a dividend on the Series DD Preferred Shares before the dividend payment date for a dividend period, such dividend will not be cumulative and will not be cumulative. will not accumulate or be payable for such dividend. period, and we will have no obligation to pay dividends for such dividend period, whether or not dividends on the Series DD Preferred Shares are declared for a future dividend period.
The Series DD Preferred Shares may be redeemed by us at our option, in whole or in part, on September 15, 2026, or on any dividend payment date thereafter, at a redemption price equal to $ 25,000 per share. Series DD Preferred Shares (equivalent to $ 25 per Custodian Share), plus an amount equal to any declared and unpaid dividends, with no accumulation of undeclared dividends. Series DD Preferred Shares may also be redeemed by us at our option in whole, but not in part, prior to September 15, 2026, upon the occurrence of a “Regulatory Capital Processing Event”? as described herein, at a redemption price equal to $ 25,000 per share of Series DD Preferred Shares (equivalent to $ 25 per Custodian share), plus an amount equal to any declared and unpaid dividends, with no accumulation of undeclared dividend.
We intend to file an application to list the Custodian’s shares on the New York Stock Exchange (on ??NYSE??) under the symbol ?? WFCPrD ??. If the application is approved, we anticipate that trading of the Custodian’s shares on the NYSE will commence in the 30 days period after the initial delivery of the Custodian’s shares.
Custodian shares are our unsecured securities and all payments are subject to our credit risk. If we default on our obligations, you could lose all or part of your investment. Custodian shares are not savings accounts, deposits, or other obligations of any banking or non-bank subsidiary of Wells Fargo & Company and are not insured by the Federal Deposit Insurance Corporation, Insurance Fund -deposit or any other government agency.
Neither the Securities and Exchange Commission nor any state securities commission or other regulatory body has approved or disapproved of these securities or has passed on the accuracy or suitability of this Prospectus Supplement or the Prospectus. that accompanies it. Any statement to the contrary is a criminal offense.
Investing in the shares of the custodian involves risks. See ?? Risk factors ?? from page S-10.
|Public offer price||Subscription
By depositary share(2)
Reflects Custodian Shares sold to Institutional Investors, for which the Underwriters received a subscription discount of $ per Custodian Share, and Custodian Shares sold to retail investors, for which the Underwriters received a discount of $ subscription of $ per depositary share.
We have granted the Underwriters the option to purchase up to one additional custodian of Shares within 30 days of the date of this Prospectus Supplement at the tender offer price, less the bought deal discount, only to hedge over-allotments, if applicable.
The Underwriters intend to deliver the Custodian Shares in book-entry form through The Depository Trust Company on behalf of its participants, including Euroclear Bank SA / NV, as the operator of the Euroclear system, and Clearstream Banking, anonimous society, July 2021.
Since our subsidiary, Wells Fargo Securities, LLC, is involved in the sale of the Custodian’s shares, the offer is being conducted in accordance with the Financial Industry Regulatory Authority (??FINRA??) Rule 5121, as administered by FINRA.
Single Book Race Manager
Wells Fargo Securities
|BofA Titles||JP Morgan||Morgan stanley||RBC Capital Markets||UBS Investment Bank|
|Citigroup||Goldman Sachs & Co. LLC||TD Securities|
Prospectus supplement dated July 2021