What does "Principal at Risk Securities" mean for investors?

"Principal at Risk Securities" means that the investor's return of principal at maturity is not guaranteed. The amount of principal repaid may be less than the initial investment, or potentially zero, depending on the performance of the underlying reference asset(s), which in this case are ETF baskets or specific ETFs. This structure typically offers potentially higher returns but comes with a significant risk of capital loss.

What are the underlying assets for these new notes?

The underlying assets are exchange-traded funds (ETFs). Specifically, one note is linked to a "Global ETF Basket," and the other is linked to the "iShares® Russell 2000 ETF." The performance of these ETFs will determine the repayment of principal and any potential interest or coupon payments.

Why is Wells Fargo filing this 8-K?

Wells Fargo is filing this 8-K to officially disclose the details and provide the required documentation for the issuance of these new Medium-Term Notes, Series K. This includes filing the forms of the notes themselves and legal opinions from their counsel, as mandated by securities regulations for such offerings.

Are these notes suitable for all investors?

Given the "Principal at Risk" nature, these notes are generally suitable for investors who understand and can tolerate the potential loss of their invested principal. They are typically intended for more sophisticated investors who are comfortable with structured products and the specific risks associated with the underlying ETF performance.

WELLS FARGO & COMPANY/MN 8-K SEC Disclosure

Summary

Wells Fargo & Company filed a Current Report on Form 8-K on April 3, 2014, to disclose the issuance of new Medium-Term Notes, Series K. These notes are structured as "Principal at Risk Securities," indicating that investors may lose a portion or all of their principal investment based on the performance of underlying reference assets. The report specifically details two tranches of these notes: one linked to a Global ETF Basket maturing on October 6, 2017, and another linked to the iShares® Russell 2000 ETF maturing on April 7, 2017. The filing primarily serves to provide the necessary documentation and legal opinions related to these note issuances, as required by securities regulations. Investors should note the "Principal at Risk" nature of these securities, which implies a higher risk profile compared to traditional debt instruments.

Key Highlights

1Wells Fargo issued new Medium-Term Notes, Series K, designated as "Principal at Risk Securities."
2Two specific note issuances are detailed: one linked to a Global ETF Basket and another linked to the iShares® Russell 2000 ETF.
3Maturity dates for the new notes are October 6, 2017, and April 7, 2017.
4The filing's primary purpose is to provide the forms of the notes and associated legal opinions.
5Legal opinions from Faegre Baker Daniels LLP and Davis Polk & Wardwell LLP (special tax counsel) are included.
6The filing is related to a Registration Statement on Form S-3 previously filed by Wells Fargo.

WELLS FARGO & COMPANY/MN 8-K Report, Exhibit Filing (Apr 3, 2014)

Summary

Key Highlights

Frequently Asked Questions