8-KOther EventsExhibits & Filings

WELLS FARGO & COMPANY/MN 8-K Report, Temporary Suspension of Trading Under Employee Benefit Plans (Sep 2, 2009)

Filed September 2, 2009For Securities:WFCWFC-PDWFC-PCWFC-PYWFC-PAWFC-PLWFCNPWFC-PZ

Summary

This Form 8-K filing from Wells Fargo & Company/MN (WFC), filed on September 2, 2009, primarily informs investors about a temporary suspension of trading, commonly known as a "blackout period," affecting participants in its 401(k) Plan and the recently acquired Wachovia Savings Plan. This suspension is necessary to facilitate the upcoming merger of the Wachovia Savings Plan into the Wells Fargo 401(k) Plan, a process that is part of the broader integration following Wachovia's acquisition by Wells Fargo. The blackout period is scheduled to commence in early October 2009 and is expected to last for approximately one week. During this time, plan participants will be unable to access their accounts, including making investment changes, initiating loans, or requesting distributions. Additionally, in compliance with Sarbanes-Oxley Act regulations, Wells Fargo also notified its directors and executive officers of a prohibition on trading company stock during these blackout periods.

Key Highlights

  • 1Temporary suspension of trading ('blackout period') for Wells Fargo 401(k) Plan and Wachovia Savings Plan participants.
  • 2Blackout period is scheduled to begin in early October 2009 and conclude around the week of October 12, 2009.
  • 3Reason for the blackout is to implement changes in investment fund options in preparation for merging the Wachovia Savings Plan into the Wells Fargo 401(k) Plan.
  • 4Participants will be unable to access their plan accounts, direct investments, or process loans/distributions during the blackout.
  • 5Directors and executive officers are also prohibited from trading Wells Fargo common stock during the blackout period, per Sarbanes-Oxley Act requirements.
  • 6Notice of the blackout periods was sent to all participants on August 28, 2009.
  • 7Contact information is provided for individuals seeking further details about the blackout periods.

Frequently Asked Questions

A blackout period is a temporary suspension that restricts participants in employee benefit plans from making transactions, such as directing investments or obtaining loans. Wells Fargo is implementing this for its 401(k) and Wachovia Savings Plans to allow for system changes and fund option updates in preparation for merging the Wachovia Savings Plan into the Wells Fargo 401(k) Plan.

The blackout period for the Wells Fargo 401(k) Plan is expected to begin around 3:00 p.m. Central Time on October 7, 2009, and end the week of October 12, 2009. For the Wachovia Savings Plan, it is expected to begin around 4:00 p.m. Eastern Time on October 6, 2009, and also end the week of October 12, 2009.

During the blackout period, participants will not be able to access their plan accounts. This means they cannot direct or diversify their investments, change their contribution rates, or request loans or distributions from their accounts.

Yes, Wells Fargo's directors and executive officers are generally prohibited from directly or indirectly purchasing, selling, or otherwise acquiring or transferring Wells Fargo common stock or other related securities during the blackout periods, as required by the Sarbanes-Oxley Act of 2002.