8-KExhibits & Filings

WELLS FARGO & COMPANY/MN 8-K Report, Exhibit Filing (Oct 2, 2019)

Filed October 2, 2019For Securities:WFCWFC-PDWFC-PCWFC-PYWFC-PAWFC-PLWFCNPWFC-PZ

Summary

This Wells Fargo & Company (WFC) 8-K filing primarily concerns the issuance of new debt securities by its subsidiary, Wells Fargo Finance LLC. Specifically, the filing details the issuance of three series of Medium-Term Notes, Series A, which are 'Principal at Risk Securities' linked to various equity market indices: the S&P 500® Index (with two different maturity dates) and the MSCI EAFE Index®. These notes are fully and unconditionally guaranteed by Wells Fargo & Company. The main purpose of this filing is to provide the legal documentation for these debt issuances. Investors should note that these are structured products where the principal repayment is contingent on the performance of the linked indices. The filing includes the forms of the notes and a legal opinion from Faegre Baker Daniels LLP regarding the notes and the guarantee.

Key Highlights

  • 1Wells Fargo Finance LLC issued three series of Medium-Term Notes, Series A, as Principal at Risk Securities.
  • 2The notes are linked to the performance of the S&P 500® Index (two series) and the MSCI EAFE Index®.
  • 3Wells Fargo & Company provides a full and unconditional guarantee for these notes.
  • 4The issuance is in connection with a Registration Statement on Form S-3 previously filed with the SEC.
  • 5The filing includes the forms of the notes and a legal opinion from Faegre Baker Daniels LLP.
  • 6The notes have stated maturities of October 4, 2021, and November 2, 2020.

Frequently Asked Questions

Principal at Risk Securities are structured financial products where the repayment of the principal amount invested is linked to the performance of an underlying asset or index. If the underlying index performs poorly, investors may lose a portion or all of their principal investment.

The full and unconditional guarantee from Wells Fargo & Company means that the parent company is legally obligated to cover the payments due on these notes, including the principal, if Wells Fargo Finance LLC were unable to do so. This provides an additional layer of credit support for investors.

These notes are generally suitable for investors who understand the risks associated with structured products and market-linked investments. The 'principal at risk' feature means investors could lose money, making them more complex than traditional fixed-income investments.

The full details of these notes are contained within the exhibits filed with this 8-K report, including the specific forms of the Medium-Term Notes and the legal opinion. Investors should review these documents carefully before considering an investment.