Securities Registration (section 12(b)) (8-a12b)
27 Luglio 2021 - 4:18PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
WELLS FARGO & COMPANY
(Exact Name of
Registrant as Specified in Its Charter)
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Delaware
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41-0449260
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(State of Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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420 Montgomery Street
San Francisco, California
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94104
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(Address of Principal Executive Offices)
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(Zip Code)
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Securities to be registered pursuant to Section 12(b) of the
Act:
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Title of Each Class to be so
Registered
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Name of Each Exchange on Which
Each Class is to be Registered
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Depositary Shares, each representing a 1/1,000th
interest in
a share of Non-Cumulative Perpetual Class A
Preferred Stock,
Series DD of Wells Fargo & Company, no par value
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New York Stock Exchange
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If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act
and is effective pursuant to General Instruction A.(c) or (e), please check the following box: ☑
If this
form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), please check the following box: ☐
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, please check the
following box: ☐
Securities Act registration statement or Regulation A offering statement file number to
which this form relates: 333-236148
Securities to be registered pursuant to
Section 12(g) of the Act: None
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrants Securities to be Registered
The description of the Depositary Shares being registered hereby, including the Non-Cumulative
Perpetual Class A Preferred Stock, Series DD which is represented by the Depositary Shares, is set forth under (a) Description of Preferred Stock and Description of Depositary Shares in the Prospectus of Wells
Fargo & Company (the Company), as filed with the Securities and Exchange Commission (the Commission) on February 25, 2020 (Registration Statement No. 333-236148), and
(b) Description of the Series DD Preferred Stock and Description of the Depositary Shares in the final Prospectus Supplement dated July 20, 2021, as filed with the Commission on July 21, 2021, pursuant to Rule
424(b)(2) of the Securities Act of 1933, as amended. The foregoing Prospectus and Prospectus Supplement are incorporated herein by reference.
Item 2. Exhibits
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Exhibit No.
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Description
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4.1
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Restated Certificate of Incorporation of Wells Fargo & Company (incorporated by reference to Exhibit 3(a) to the
Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 filed on May 5, 2021 (file no. 001-02979)).
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4.2
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Certificate of Designation of Wells Fargo & Company with respect to the
Non-Cumulative Perpetual Class A Preferred Stock, Series DD dated July 22, 2021 (incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K filed on July 27, 2021 (file no. 001-02979)).
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4.3
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Deposit Agreement, dated as of July 27, 2021, among Wells Fargo & Company, Equiniti Trust Company, as
depositary, and the holders from time to time of Depositary Receipts (incorporated by reference to Exhibit 4.2 to the Companys Current Report on Form 8-K filed on July 27, 2021 (file no. 001-02979)).
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4.4
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Form of Depositary Receipt (included as part of Exhibit 4.3).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly authorized.
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WELLS FARGO & COMPANY
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DATED: July 27, 2021
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/s/ Bryant Owens
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Bryant Owens
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Senior Vice President and Assistant Treasurer
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