8-KExhibits & Filings

WELLS FARGO & COMPANY/MN 8-K Report, Exhibit Filing (Apr 3, 2019)

Filed April 3, 2019For Securities:WFCWFC-PDWFC-PCWFC-PYWFC-PAWFC-PLWFCNPWFC-PZ

Summary

This Wells Fargo & Company (WFC) 8-K filing from April 3, 2019, primarily serves to disclose the issuance of new Medium-Term Notes, Series A. These notes, issued by Wells Fargo Finance LLC and guaranteed by Wells Fargo & Company, are "Principal at Risk Securities" linked to specific market indices: the Energy Select Sector SPDR® Fund, the S&P 500® Index, and the iShares® MSCI Emerging Markets ETF. The filing includes the forms of these notes and legal opinions related to their issuance and the guarantee, filed in connection with an existing S-3 registration statement. For investors, the key takeaway is the expansion of Wells Fargo's debt offerings through these structured notes. The "Principal at Risk" nature of these securities means that their repayment is tied to the performance of the underlying indices, implying a higher potential return but also a risk of principal loss. Investors considering these notes should understand the specific terms, maturity dates, and the performance-linked risk associated with each note, as well as the creditworthiness of Wells Fargo & Company as the guarantor.

Key Highlights

  • 1Wells Fargo Finance LLC issued three new series of Medium-Term Notes, Series A, on April 2, 2019.
  • 2These notes are "Principal at Risk Securities," meaning their return and repayment are linked to the performance of specific market indices.
  • 3The underlying indices for the notes are: Energy Select Sector SPDR® Fund, S&P 500® Index, and iShares® MSCI Emerging Markets ETF.
  • 4Wells Fargo & Company (WFC) provides a full and unconditional guarantee for these notes.
  • 5The filing includes the specific forms of each note and a legal opinion from Faegre Baker Daniels LLP regarding the notes and the guarantee.
  • 6This issuance is related to a previously filed Registration Statement on Form S-3.

Frequently Asked Questions

"Principal at Risk Securities" means that the repayment of your principal investment is not guaranteed. The amount you receive at maturity, including your original principal, can be affected by the performance of the underlying index or asset. If the index performs poorly, you could lose some or all of your initial investment.

Wells Fargo & Company provides a full and unconditional guarantee for these Medium-Term Notes. This means that Wells Fargo & Company is obligated to ensure that the payments due under the notes are made, even if Wells Fargo Finance LLC were unable to do so.

The notes have different maturity dates: one series matures on October 3, 2022 (linked to the Energy Select Sector SPDR® Fund), and two series mature on April 3, 2024 (linked to the S&P 500® Index and the iShares® MSCI Emerging Markets ETF, respectively).

Issuing structured notes like these allows Wells Fargo to offer investment products with potentially higher yields or specific risk/return profiles tailored to market conditions and investor demand. It also diversifies their funding sources.