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 January 24, 2020, 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 Z," authorized 80,500 shares of Non-Cumulative Perpetual Class A Preferred Stock, Series Z, without par value and with a liquidation preference amount of $25,000 per share (referred to herein as the "Series Z 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 Z 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 January 27, 2020, the Company sold 80,500,000 Depositary Shares, each Depositary Share representing a 1/1,000th interest in a share of the Company's Series Z Preferred Stock (the "Depositary Shares"). Exhibits are filed herewith in connection with the Registration Statement on Form S-3, as amended (File No. 333-216234) 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 January 15, 2020, among the Company and Wells Fargo Securities, LLC, as representative of the several underwriters named therein; (ii) Certificate of Designation of the Company dated January 24, 2020; (iii) Deposit Agreement dated as of January 27, 2020 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 Z Preferred Stock, Deposit Agreement, and Depositary Receipts.



(d) Exhibits


 Exhibit No.                           Description                             Location

       1.1           Underwriting Agreement, dated January 15, 2020,        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 Z dated
                   January 24, 2020.

       4.2           Deposit Agreement dated as of January 27, 2020         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 Z.


                                       2

--------------------------------------------------------------------------------



  5.2         Opinion of Faegre Baker Daniels LLP regarding the        Filed herewith
            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 Baker Daniels LLP.                   Included as part of
                                                                         Exhibit 5.2

  104       The cover page from this Current Report on Form 8-K,       Filed herewith
            formatted in Inline XBRL.


                                       3

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses