Wells Fargo Raises $1.75B in 6.55% Series HH Preferred Stock
Wells Fargo sold 1.75 million depositary shares of 6.55% Series HH preferred at $1,000 each, with Wells Fargo Securities as representative and a reset in 2031.
SAN FRANCISCO — Wells Fargo & Company sold 1,750,000 depositary shares of a new 6.55% fixed-rate reset preferred stock on August 19, according to an 8-K filed that day, raising $1.75 billion at the public offering price before underwriting costs. The underwriting agreement attached to the filing shows how the deal was shared among underwriters, detail that investment bank news usually omits in favor of the headline coupon.
The securities
The offering covers depositary shares, each representing a one-twenty-fifth interest in a share of 6.55% Fixed Rate Reset Non-Cumulative Perpetual Class A Preferred Stock, Series HH. Each preferred share has a liquidation preference of $25,000, so each depositary share is equivalent to $1,000. The certificate of designation, filed in Delaware on August 17, authorizes 70,000 Series HH shares.
Dividends are non-cumulative and payable only if declared, quarterly in arrears on March 15, June 15, September 15 and December 15, starting December 15, 2026. The rate is 6.55% until September 15, 2031. After that date it resets every five years to the five-year Treasury rate plus 2.174%.
Wells Fargo may redeem the stock on any dividend payment date on or after September 15, 2031, at $25,000 per share plus declared and unpaid dividends, subject to Federal Reserve approval. It may also redeem within 90 days of a regulatory capital treatment event.
How it fits the structure
The 1,750,000 depositary shares equal 70,000 preferred shares at 25 depositary shares each, which is the full number authorized for the series. Series HH ranks equally with the company’s other parity preferred stock and senior to junior stock, and the certificate limits distributions on junior stock if a Series HH dividend is not paid in full.
The underwriting terms
The underwriting agreement is dated August 12, 2026. The depositary shares were priced to the public at $1,000.00, and the underwriters bought them at $990.00, a discount of $10.00 per depositary share. On 1,750,000 shares that is a discount of $17.5 million, leaving the company with $1,732.5 million before expenses.
Wells Fargo Securities, LLC acted as representative of the underwriters and took 1,471,680 of the shares, about 84% of the deal. The remaining allocations were spread across a long list of firms, ranging from large banks such as TD Securities and BMO Capital Markets to smaller and minority-owned broker-dealers including Academy Securities, CastleOak Securities and Cabrera Capital Markets. Computershare serves as depositary.
The securities were registered under Wells Fargo’s existing Form S-3 shelf.
Why the allocation matters
When a bank’s own securities affiliate leads the underwriting, most of the discount stays inside the group: on these figures, Wells Fargo Securities’ 84% share of the shares corresponds to roughly $14.7 million of the $17.5 million discount, before any sales concessions paid out. Allocations of this kind are also what league tables count, so a deal like this adds to the representative’s preferred-stock volume even though the issuer is its own parent.
What to watch
The first dividend, payable December 15, 2026, covers a long first dividend period, and Wells Fargo’s next quarterly filing will show the effect on preferred equity. The Series HH reset date of September 15, 2031 sets the horizon for the next capital decision on this class.
Prepared with AI assistance from public sources and reviewed under our editorial policy. Not investment advice.
