Terms

Series

Non-Cumulative Perpetual Class A Preferred Stock, Series AA

Liquidation Preference

$25.00

Coupon Rate

4.7%

Rate Type

Fixed

Annual Dividend

$1.18

Payment Frequency

Quarterly

Cumulative

No

Perpetual

Yes

Convertible

No

Callable

Yes

First Call Date

December 15, 2025

First Call Price

$25.00

Redemption Notice Period

40 days

Capital Stack Ranking

Junior To: All Creditors And Debt Obligations Of Wells Fargo & Company, Any Preferred Or Preference Stock Ranking Senior To Series Aa (With Requisite Holder Consent); Pari Passu With: Parity Stock (Other Preferred/Preference Stock Ranking On Par With Series Aa); Senior To: Common Stock, Junior Stock (Any Class Expressly Junior To Series Aa Preferred Stock)

Regulatory (Basel III) Call

Yes

Tax Classification

Qualified Dividend

Qualifies for QDI

Yes

Qualifies for DRD

Yes

Depositary Share Fraction

0.001

Shares Offered

46,800,000

Prospectus Summary

Wells Fargo & Company is offering 46,800,000 depositary shares, each representing a 1/1,000th interest in a share of its Non-Cumulative Perpetual Class A Preferred Stock, Series AA, with a liquidation preference of $25 per depositary share and a fixed dividend rate of 4.70% per annum ($1.175 annually, or ~$0.294 per depositary share per quarter). The Series AA is non-cumulative, meaning that if Wells Fargo's board does not declare a dividend for any quarterly period, that dividend is permanently forfeited — it does not accrue or become payable in the future, and investors have no claim to missed payments. The stock is perpetual with no mandatory redemption, but may be called at $25 per depositary share beginning December 15, 2025. The Series AA Preferred Stock sits above Wells Fargo's common stock and any junior preferred stock in the capital structure, but is subordinate to all of the company's debt and general creditor claims. Because this is a holding company issuance — not issued by Wells Fargo Bank, N.A. directly — holders face structural subordination: in a bank-level insolvency, creditors of the subsidiary bank would be paid before any value flows up to the holding company. Additionally, the stock carries a regulatory capital call: if a change in law or regulation causes Wells Fargo to lose the ability to count the full liquidation preference as Tier 1 capital, it may redeem all (not part) of the outstanding shares at $25 per depositary share within 90 days of that determination, even before December 15, 2025, subject to Federal Reserve approval. This provision protects the issuer but introduces early redemption risk for investors in a regulatory tightening environment. At the $25 per depositary share offering price, the effective yield is 4.70%. Dividends are paid quarterly on March 15, June 15, September 15, and December 15, with the first payment on December 15, 2020. The record date is the last business day of the calendar month preceding each payment month. As dividends on Wells Fargo common and preferred stock issued by a domestic C-corporation, payments are generally expected to qualify for the preferential 15%/20% qualified dividend income (QDI) rate for individual holders and the dividends-received deduction (DRD) for eligible corporate holders. The dividend stopper provision means that if Series AA dividends for the current period are not fully declared and paid, Wells Fargo is prohibited from paying dividends on or repurchasing its common stock or any junior preferred — though because the stock is non-cumulative, a skipped payment itself creates no ongoing obligation.

Summarized from the SEC prospectus filing.

Distribution History

Ranking vs. Other Preferreds

Dividend Stopper Provisions

Dividend Stopper Description

If Wells Fargo has not paid full dividends on the Series AA Preferred Stock for the current dividend period, it cannot pay dividends on or repurchase its common stock or any junior preferred stock; parity preferred stock dividends must be paid proportionally alongside Series AA dividends.

Other Preferreds from Wells Fargo & Company

Div Score Breakdown

Reinvesty's multi-factor safety analysis for this preferred, composite score: 63 (Strong)