8-KExhibits & Filings

WELLS FARGO & COMPANY/MN 8-K Report, Exhibit Filing (Sep 17, 2018)

Filed September 17, 2018For Securities:WFCWFC-PDWFC-PCWFC-PYWFC-PAWFC-PLWFCNPWFC-PZ

Summary

Wells Fargo & Company (WFC) filed an 8-K on September 17, 2018, primarily to disclose details regarding the issuance of two new series of Medium-Term Notes. These notes, designated Series S, are structured as "Principal at Risk Securities" and are linked to the performance of specific market indices and an Exchange Traded Fund (ETF). This filing is made in connection with a previously filed Form S-3 registration statement.

Key Highlights

  • 1Wells Fargo issued new "Principal at Risk Securities" under its Medium-Term Notes, Series S program.
  • 2The notes are linked to the performance of major market indices: S&P 500®, Russell 2000®, and Dow Jones Industrial Average®.
  • 3One series of notes is also linked to the iShares® MSCI EAFE ETF.
  • 4The filing includes the forms of these two specific note issuances.
  • 5Legal opinions from Faegre Baker Daniels LLP regarding these notes are also filed as exhibits.
  • 6This 8-K serves as a disclosure mechanism for these complex financial products.
  • 7The issuance is related to an existing Form S-3 registration statement.

Frequently Asked Questions

'Principal at Risk Securities' are a type of structured note where the return is linked to the performance of an underlying asset (like an index or ETF). However, if the underlying asset performs poorly, investors could lose a significant portion, or all, of their principal investment.

The purpose of filing these documents is to provide transparency and regulatory compliance. Investors and the SEC can review the specific terms and conditions of these 'Principal at Risk Securities' and the legal opinion confirming their structure and compliance, as required by securities law.

These notes are part of Wells Fargo's structured products and debt issuance activities, rather than direct operational or lending activities. While they represent a liability for the company, they are distinct from the day-to-day banking operations that generate primary revenue.

The performance of these indices and the ETF will determine the return and potential principal loss for the investors holding these notes. Investors should understand the risks associated with the specific market segments represented by these benchmarks.