SCHEDULE 13G/A: FMR LLC and Abigail Johnson Disclose 5.8% Stake in Wells Fargo & Company
Beneficial Ownership Disclosure
FMR LLC and its affiliates, along with Abigail P. Johnson, have filed an amended Schedule 13G disclosing a beneficial ownership of 5.8% in Wells Fargo & Company as of September 30, 2024.
Summary
- FMR LLC and Abigail P. Johnson, as reporting persons, collectively beneficially own 197,480,074.87 shares of Wells Fargo & Company's common stock.
- This aggregate amount represents 5.8% of the total outstanding common stock of Wells Fargo & Company.
- FMR LLC holds sole voting power over 156,268,809.07 shares and sole dispositive power over 197,480,074.87 shares.
- Abigail P. Johnson, through her association with FMR LLC, is deemed to have sole dispositive power over 197,480,074.87 shares.
- The filing indicates that the securities were acquired and are held in the ordinary course of business, not for the purpose of changing or influencing control of Wells Fargo & Company.
- The filing is an Amendment No. 1 to a previous Schedule 13G.
- FMR LLC is classified as a parent holding company or control person, and Abigail P. Johnson is classified as an individual.
- Several FMR LLC subsidiaries and affiliates, including Crosby Advisors LLC, FIAM LLC, Fidelity Diversifying Solutions LLC, Fidelity Institutional Asset Management Trust Company, Fidelity Management & Research Company LLC, Fidelity Management Trust Company, and Strategic Advisers LLC, are identified as entities that beneficially own shares.
Sentiment
Score: 5
Explanation: The document is a factual disclosure of beneficial ownership, providing neutral information without expressing positive or negative sentiment about the issuer's performance or prospects.
Positives
- The disclosure of a significant 5.8% stake by a major institutional investor like FMR LLC can be viewed positively, indicating confidence in Wells Fargo & Company.
Risks
- The document notes that members of the Johnson family, including Abigail P. Johnson, may be deemed to form a controlling group with respect to FMR LLC due to their ownership of Series B voting common shares and a shareholders' voting agreement.
Future Outlook
This document is a disclosure of beneficial ownership and does not contain forward-looking statements or guidance regarding Wells Fargo & Company's future performance or outlook.
Management Comments
- "By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §§ 240.14a-11." (Certification by Stephanie J. Brown on behalf of FMR LLC and Abigail P. Johnson)
Industry Context
This filing highlights a significant institutional holding by FMR LLC, a major global asset management firm, in Wells Fargo & Company, one of the largest banks in the United States. Such disclosures are routine for large institutional investors crossing certain ownership thresholds and provide transparency into major shareholder positions within the financial services industry.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Internal Governance Structure Disclosure | Members of the Johnson family, including Abigail P. Johnson, are the predominant owners of Series B voting common shares of FMR LLC (49% voting power) and have a shareholders' voting agreement to vote all Series B shares in accordance with the majority vote. This arrangement means they may be deemed to form a controlling group with respect to FMR LLC under the Investment Company Act of 1940. | N/A | This describes the internal control structure of FMR LLC, the reporting entity, rather than a change in Wells Fargo's corporate governance. It clarifies the ultimate control over the shares reported. |
Stakeholder Impact
- Shareholders: Provides transparency regarding a significant institutional investor's stake in Wells Fargo & Company, which can influence market perception and investor confidence.
Key Dates
| Date | Description |
|---|---|
| 2023-01-03 | Effective date of Power of Attorney for FMR LLC and its direct and indirect subsidiaries. |
| 2023-01-10 | Date of Schedule 13G filing by FMR LLC where Power of Attorney (accession number: -23-000003) was incorporated by reference. |
| 2023-01-26 | Effective date of Power of Attorney for Abigail P. Johnson. |
| 2023-01-31 | Date of Schedule 13G filing by FMR LLC where Abigail P. Johnson's Power of Attorney (accession number: -23-000038) was incorporated by reference. |
| 2024-09-30 | Date of event which requires filing of this statement (reporting period end date). |
| 2025-04-04 | Date of signing and filing of this Schedule 13G Amendment No. 1. |
Keywords
Wells Fargo & Company, FMR LLC, Abigail P. Johnson, Schedule 13G, Beneficial Ownership, Institutional Investor, Common Stock, SEC Filing, Financial Services, Banking
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