8-KExhibits & Filings

WELLS FARGO & COMPANY/MN 8-K Report, Exhibit Filing (Mar 5, 2018)

Filed March 5, 2018For Securities:WFCWFC-PDWFC-PCWFC-PYWFC-PAWFC-PLWFCNPWFC-PZ

Summary

This 8-K filing by Wells Fargo & Company (WFC) on March 5, 2018, primarily serves to disclose the issuance of new financial instruments and associated documentation. Specifically, the company is filing the terms of its Medium-Term Notes, Series S, Principal at Risk Securities Linked to the Energy Select Sector SPDR® Fund due March 5, 2021. This filing is in connection with a previously filed Registration Statement on Form S-3. For investors, this report indicates the introduction of a new debt-like security with principal repayment contingent on the performance of the Energy Select Sector SPDR® Fund. Investors interested in this specific note issuance should review the filed exhibit detailing the structure, risks, and payout mechanisms associated with these "Principal at Risk Securities". The filing also includes the legal opinion and consent from Faegre Baker Daniels LLP concerning these notes, providing a layer of assurance regarding their legal aspects.

Key Highlights

  • 1Wells Fargo & Company issued Medium-Term Notes, Series S, Principal at Risk Securities.
  • 2These notes are linked to the performance of the Energy Select Sector SPDR® Fund.
  • 3The maturity date for these notes is March 5, 2021.
  • 4The filing is in connection with a Registration Statement on Form S-3.
  • 5Exhibit 4.1 contains the specific form of these Notes.
  • 6Exhibit 5.1 includes the legal opinion from Faegre Baker Daniels LLP regarding the Notes.
  • 7Exhibit 23.1 contains the consent of Faegre Baker Daniels LLP.

Frequently Asked Questions

The primary purpose of this filing is to officially disclose the terms and conditions of the newly issued Medium-Term Notes, Series S, Principal at Risk Securities Linked to the Energy Select Sector SPDR® Fund, and to file related legal documentation, including a legal opinion and consent.

"Principal at Risk Securities" are financial instruments where the return of the principal amount invested is not guaranteed and is subject to the performance of an underlying asset or index, in this case, the Energy Select Sector SPDR® Fund. If the underlying asset performs poorly, investors may lose a portion or all of their principal investment.

The detailed terms of these Medium-Term Notes can be found in Exhibit 4.1, titled 'Form of Medium-Term Notes, Series S, Principal at Risk Securities Linked to the Energy Select Sector SPDR® Fund due March 5, 2021', which is filed as part of this Current Report.

Faegre Baker Daniels LLP has provided a legal opinion regarding the Notes (Exhibit 5.1) and has given their consent to be named in connection with this opinion (Exhibit 23.1), indicating their review and validation of certain legal aspects of the Notes.