8-KExhibits & Filings

WELLS FARGO & COMPANY/MN 8-K Report, Exhibit Filing (Feb 1, 2018)

Filed February 1, 2018For Securities:WFCWFC-PDWFC-PCWFC-PYWFC-PAWFC-PLWFCNPWFC-PZ

Summary

Wells Fargo & Company filed an 8-K report on February 1, 2018, to disclose the issuance of new Medium-Term Notes, Series K, which are Principal at Risk Securities. These notes are linked to the performance of the S&P 500® Index and the Russell 2000® Index, with a maturity date of October 30, 2019. The primary purpose of this filing is to provide the official documentation of these notes and the legal opinion from Faegre Baker Daniels LLP concerning them, as required for their registration. From an investor's perspective, these "Principal at Risk Securities" indicate a structured product where the principal investment is subject to the performance of the underlying indices. This means that if the linked indices underperform, investors could lose a portion or all of their principal. The filing doesn't provide details on the specific terms of the principal at risk feature or the potential returns, but it establishes the formal structure and legal basis for this offering.

Key Highlights

  • 1Wells Fargo issued new "Medium-Term Notes, Series K, Principal at Risk Securities" on January 31, 2018.
  • 2The notes are linked to the performance of the S&P 500® Index and the Russell 2000® Index.
  • 3The maturity date for these notes is October 30, 2019.
  • 4The 8-K filing serves to register the form of the Notes and provide a legal opinion.
  • 5The filing includes the form of the Notes as an exhibit.
  • 6A legal opinion from Faegre Baker Daniels LLP regarding the Notes is also included as an exhibit.
  • 7The "Principal at Risk" nature of the securities means investors face potential loss of principal based on index performance.

Frequently Asked Questions

'Principal at Risk Securities' are investment products where the return of the initial principal investment is not guaranteed. The amount of principal returned to the investor at maturity depends on the performance of an underlying asset or index. In this case, if the lowest performing of the S&P 500® Index and the Russell 2000® Index falls below a certain threshold (which is not detailed in this filing), investors could lose a portion or all of their principal.

The purpose of this 8-K filing is to formally notify the SEC and the public about the issuance of these new Medium-Term Notes, Series K. It makes available the official documentation for the notes themselves (Exhibit 4.1) and the legal opinion from Faegre Baker Daniels LLP that validates certain aspects of these securities (Exhibit 5.1 and 23.1).

This 8-K filing primarily serves to announce the issuance and file the relevant legal documents. The detailed terms, including the specific principal at risk mechanisms, coupon structures, and payoff formulas, would typically be found in a prospectus or offering memorandum associated with the Registration Statement on Form S-3 (File No. 333-202840) mentioned in the filing. Investors should consult those documents for a complete understanding.

Given that these are 'Principal at Risk Securities,' they are generally considered complex investments and may not be suitable for all investors. Investors should have a high-risk tolerance and a thorough understanding of how the value of these notes is determined by the performance of the S&P 500® Index and the Russell 2000® Index. Consulting with a qualified financial advisor is recommended before investing.