8-KExhibits & Filings

WELLS FARGO & COMPANY/MN 8-K Report, Exhibit Filing (Jul 10, 2014)

Filed July 10, 2014For Securities:WFCWFC-PDWFC-PCWFC-PYWFC-PAWFC-PLWFCNPWFC-PZ

Summary

Wells Fargo & Company (WFC) filed a Form 8-K on July 10, 2014, to report the issuance of new financial instruments. Specifically, the company announced the issuance of Medium-Term Notes, Series K, Principal at Risk Securities Linked to the Russell 2000® Index. This filing primarily serves to provide the official documentation related to these notes and associated legal and tax opinions. The primary purpose of this 8-K filing is to make public the necessary exhibits, including the form of the Notes themselves, and the legal opinions from Faegre Baker Daniels LLP and Davis Polk & Wardwell LLP (special tax counsel). Investors interested in this specific debt issuance should review the form of the Notes to understand their terms, conditions, and the principal-at-risk nature, which means the repayment of principal may be subject to market performance of the underlying index.

Key Highlights

  • 1Wells Fargo issued Medium-Term Notes, Series K, Principal at Risk Securities Linked to the Russell 2000® Index on July 9, 2014.
  • 2The filing is an 8-K Current Report detailing the issuance of these new notes.
  • 3The purpose of the filing is to provide official documentation for the Notes and related legal opinions.
  • 4Key exhibits include the Form of the Notes, legal opinions from Faegre Baker Daniels LLP, and tax opinions from Davis Polk & Wardwell LLP.
  • 5The Notes are linked to the performance of the Russell 2000® Index.
  • 6The 'Principal at Risk' designation indicates potential loss of invested principal based on market performance.
  • 7Consents from the legal counsel are also included as exhibits.

Frequently Asked Questions

The primary purpose of this 8-K filing is to officially report the issuance of new financial instruments, specifically Medium-Term Notes, Series K, Principal at Risk Securities Linked to the Russell 2000® Index. It also serves to file the necessary legal and tax opinions related to these notes.

'Principal at Risk' means that the repayment of the principal amount invested in these notes is not guaranteed and is dependent on the performance of the underlying asset, in this case, the Russell 2000® Index. If the index performs poorly, investors may lose a portion or all of their principal.

Detailed information about the terms and conditions of these notes can be found in Exhibit 4.1, titled 'Form of Medium-Term Notes, Series K, Principal at Risk Securities Linked to the Russell 2000® Index,' which is filed as part of this 8-K report.

Yes, the main risk is the 'principal at risk' feature, meaning the principal is subject to market fluctuations of the Russell 2000® Index. Investors should also consider the creditworthiness of Wells Fargo as the issuer, and review the full terms and conditions in the form of the note and the accompanying legal and tax opinions for a comprehensive understanding of all associated risks.