Terms

Series

Non-Cumulative Perpetual Class A Preferred Stock, Series CC

Liquidation Preference

$25.00

Coupon Rate

4.375%

Rate Type

Fixed

Annual Dividend

$1.09

Payment Frequency

Quarterly

Cumulative

No

Perpetual

Yes

Convertible

No

Callable

Yes

First Call Date

March 15, 2026

First Call Price

$25.00

Redemption Notice Period

40 days

Capital Stack Ranking

Junior To: All Debt Obligations And Creditors Of Wells Fargo & Company; Pari Passu With: Parity Preferred Stock And Preference Stock (Including Series Aa And Series Bb Preferred Stock); Senior To: Common Stock, Junior Preferred Stock And Preference 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

40,000,000

Prospectus Summary

Wells Fargo & Company is issuing 40,000,000 depositary shares (each representing 1/1,000th of a share) of its Series CC Non-Cumulative Perpetual Class A Preferred Stock at a liquidation preference of $25 per depositary share, paying a fixed dividend of 4.375% per annum ($1.09375 annually, or approximately $0.2734 per quarter), with the first call date on March 15, 2026. The stock is non-cumulative, meaning if the board does not declare a dividend for any period, that dividend is permanently forfeited — holders have no right to recover missed payments in future periods. The Series CC Preferred Stock ranks senior to Wells Fargo's common stock and any junior-designated preferred or preference stock as to dividends and liquidation distributions, and ranks pari passu with other outstanding preferred series including Series AA (4.70%) and Series BB (3.90% fixed-to-floating). As a holding company issuance, it is structurally subordinated to all debt at the holding company level and to all obligations of Wells Fargo's banking subsidiaries. A regulatory capital treatment event call allows Wells Fargo to redeem the entire series at par prior to March 15, 2026 if it determines in good faith there is more than an insubstantial risk that the preferred will no longer qualify as Tier 1 capital — a meaningful risk for investors in a changing regulatory environment. At $25 par, the 4.375% coupon equates to an effective yield of 4.375% at par, paid quarterly on March 15, June 15, September 15, and December 15, with record dates falling on the last business day of the month preceding each payment. Dividends are 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, as Wells Fargo is a domestic C-corporation. The dividend stopper prevents any payment on common stock or junior preferred stock unless full current-period Series CC dividends have been declared and set aside — however, because the stock is non-cumulative, any missed dividend period is lost permanently regardless of future declarations.

Summarized from the SEC prospectus filing.

Distribution History

Ranking vs. Other Preferreds

Dividend Stopper Provisions

Dividend Stopper Description

If Wells Fargo has not paid or set aside full current-period dividends on the Series CC Preferred Stock, it is blocked from paying dividends on or repurchasing its common stock and any junior preferred stock; parity stock may also not be repurchased except on a pro rata basis.

Other Preferreds from Wells Fargo & Company

Div Score Breakdown

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