8-KExhibits & Filings

WELLS FARGO & COMPANY/MN 8-K Report, Exhibit Filing (Oct 2, 2015)

Filed October 2, 2015For Securities:WFCWFC-PDWFC-PCWFC-PYWFC-PAWFC-PLWFCNPWFC-PZ

Summary

This Form 8-K filing from Wells Fargo & Company (WFC) on October 2, 2015, primarily concerns the issuance of new debt securities. Specifically, the company is filing documentation related to its "Medium-Term Notes, Series K, Principal at Risk Securities Linked to the S&P 500® Index due April 3, 2017." This filing is in connection with a previously filed Registration Statement on Form S-3, indicating a public offering of these notes. For investors, the key takeaway is the introduction of new debt instruments with a specific maturity date and a payout structure linked to the performance of the S&P 500 index. These "Principal at Risk Securities" suggest a potential for loss of principal if the index performs unfavorably, which is a critical risk factor for potential purchasers. The filing includes the form of the note itself and a legal opinion concerning these securities.

Key Highlights

  • 1Wells Fargo & Company issued new "Medium-Term Notes, Series K, Principal at Risk Securities" on or around October 1, 2015.
  • 2These notes are linked to the S&P 500® Index and have a maturity date of April 3, 2017.
  • 3The filing is made under Item 9.01 (Financial Statements and Exhibits) of Form 8-K.
  • 4This issuance is related to a Registration Statement on Form S-3 previously filed by Wells Fargo.
  • 5The filing includes the form of the Note document and a legal opinion from Faegre Baker Daniels LLP.
  • 6The "Principal at Risk Securities" structure implies potential downside risk to the principal investment depending on the S&P 500's performance.

Frequently Asked Questions

The main purpose of this Form 8-K filing is to publicly disclose the details and documentation surrounding the issuance of Wells Fargo's 'Medium-Term Notes, Series K, Principal at Risk Securities Linked to the S&P 500® Index due April 3, 2017'.

'Principal at Risk Securities' indicates that the investor's initial investment (principal) is not fully protected and could be lost, in whole or in part, depending on the performance of the underlying asset, which in this case is the S&P 500® Index. Investors should carefully review the terms of the note to understand the specific conditions under which principal loss can occur.

The maturity date for these Medium-Term Notes, Series K, is April 3, 2017.

The full details of these securities can be found in Exhibit 4.1 (Form of Medium-Term Notes, Series K, Principal at Risk Securities Linked to the S&P 500® Index due April 3, 2017) and the accompanying legal opinion in Exhibit 5.1, both filed as part of this Form 8-K.