8-KExhibits & Filings

WELLS FARGO & COMPANY/MN 8-K Report, Exhibit Filing (Jan 28, 2015)

Filed January 28, 2015For Securities:WFCWFC-PDWFC-PCWFC-PYWFC-PAWFC-PLWFCNPWFC-PZ

Summary

Wells Fargo & Company filed a Current Report on Form 8-K on January 28, 2015, to disclose 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 SPDR® S&P® Homebuilders ETF, with a maturity date of December 29, 2016. This filing primarily serves to provide the documentation and legal opinions related to this new debt issuance. Investors should note that this report is focused on the legal and structural aspects of the newly issued notes rather than providing a broad financial update on Wells Fargo's overall performance. The key takeaway for investors is the introduction of a new debt product tied to the performance of the homebuilding sector ETF, which carries principal-at-risk features. The filing includes the form of the note itself, along with legal opinions from Faegre Baker Daniels LLP and Davis Polk & Wardwell LLP regarding the notes and their tax implications.

Key Highlights

  • 1Wells Fargo issued Medium-Term Notes, Series K, Principal at Risk Securities Linked to the SPDR® S&P® Homebuilders ETF on January 27, 2015.
  • 2The notes have a maturity date of December 29, 2016.
  • 3The filing includes the form of the Note document.
  • 4Legal opinions from Faegre Baker Daniels LLP and Davis Polk & Wardwell LLP regarding the Notes are included as exhibits.
  • 5The filing is related to a Registration Statement on Form S-3 previously filed by Wells Fargo.
  • 6The 'Principal at Risk' feature indicates potential loss of principal based on the performance of the underlying ETF.

Frequently Asked Questions

The primary purpose of this filing is to publicly disclose the issuance of new financial instruments by Wells Fargo & Company, specifically the Medium-Term Notes, Series K, Principal at Risk Securities Linked to the SPDR® S&P® Homebuilders ETF. It also includes the necessary legal documentation and opinions related to this issuance.

'Principal at Risk Securities' means that the investor could lose some or all of their initial investment (principal) if the performance of the underlying asset (in this case, the SPDR® S&P® Homebuilders ETF) does not meet certain conditions outlined in the note's terms. The exact terms of principal protection or loss are detailed within the form of the Note itself.

No, this specific 8-K filing is primarily focused on the details and legal aspects of a new debt issuance. It does not contain a general financial update or performance review of Wells Fargo & Company. For overall financial performance, investors should refer to the company's quarterly (10-Q) and annual (10-K) reports.

More detailed information about the specific terms, risks, and structure of these Notes can be found in Exhibit 4.1, the 'Form of Medium-Term Notes, Series K, Principal at Risk Securities Linked to the SPDR® S&P® Homebuilders ETF due December 29, 2016', filed as part of this Current Report.