8-KOther EventsExhibits & Filings

WELLS FARGO & COMPANY/MN 8-K Report, Corporate Update (May 26, 2010)

Filed May 26, 2010For Securities:WFCWFC-PDWFC-PCWFC-PYWFC-PAWFC-PLWFCNPWFC-PZ

Summary

This Form 8-K filing from Wells Fargo & Company/MN (WFC) on May 26, 2010, reports on the secondary public offering of 110,261,688 warrants previously held by the U.S. Department of the Treasury. These warrants represent the right to purchase shares of Wells Fargo common stock at an exercise price of $34.01 per share. The offering was conducted through an auction process, with the warrants selling at a public offering price of $7.70 each. It is important for investors to note that Wells Fargo & Company did not receive any proceeds from this warrant offering, as the sale was conducted by the Treasury. The company did, however, enter into an underwriting agreement and a warrant agreement in connection with this event. Additionally, the company and certain officers and directors have agreed to 45-day lock-up periods, which may limit their ability to sell shares during this time.

Key Highlights

  • 1U.S. Department of the Treasury sold 110,261,688 Wells Fargo warrants in a secondary public offering.
  • 2The exercise price for each warrant is $34.01 per share of common stock.
  • 3The public offering price was determined by an auction, clearing at $7.70 per warrant.
  • 4Wells Fargo & Company did not receive any proceeds from this sale; the Treasury was the seller.
  • 5The offering was made under Wells Fargo's automatic shelf registration statement on Form S-3.
  • 6The company and certain officers/directors entered into 45-day lock-up agreements.

Frequently Asked Questions

This filing reports on the secondary public offering of warrants previously owned by the U.S. Department of the Treasury. It details the number of warrants sold, the exercise price, the offering price, and the agreements related to the sale.

No, Wells Fargo & Company did not receive any proceeds from this warrant offering. The sale was conducted by the U.S. Department of the Treasury, and the proceeds went to the Treasury.

Lock-up agreements are standard in offerings involving company insiders or significant existing shareholders. For Wells Fargo and its officers/directors, this means they have agreed not to sell any of their shares (or exercise related rights) for a period of 45 days following this event, subject to certain exceptions, which can help stabilize the stock price post-offering.

The exercise price of $34.01 represents the price at which a warrant holder can purchase one share of Wells Fargo common stock. The value of the warrants to investors is tied to the market price of Wells Fargo's stock relative to this exercise price.