8-KExhibits & Filings

WELLS FARGO & COMPANY/MN 8-K Report, Exhibit Filing (Nov 13, 2019)

Filed November 13, 2019For Securities:WFCWFC-PDWFC-PCWFC-PYWFC-PAWFC-PLWFCNPWFC-PZ

Summary

This 8-K filing from Wells Fargo & Company/MN (WFC) on November 13, 2019, primarily concerns the issuance of new financial instruments. Specifically, Wells Fargo Finance LLC, with a guarantee from Wells Fargo & Company, issued two series of Medium-Term Notes, Series A. These notes are structured as "Principal at Risk Securities" linked to specific market indices: one to the MSCI EAFE Index® and another to the lowest performing of the Nasdaq-100 Index® and the Russell 2000® Index. The filing is made to provide the necessary documentation and legal opinions related to these new debt issuances to the Securities and Exchange Commission.

Key Highlights

  • 1Wells Fargo Finance LLC issued new "Principal at Risk Securities" (Medium-Term Notes, Series A).
  • 2The notes are guaranteed by the parent company, Wells Fargo & Company.
  • 3One series of notes is linked to the MSCI EAFE Index®.
  • 4Another series of notes is linked to the performance of the Nasdaq-100 Index® and the Russell 2000® Index.
  • 5The filing includes the forms of these notes and a legal opinion from Faegre Baker Daniels LLP.
  • 6This filing is related to a prior Registration Statement on Form S-3.
  • 7The maturity date for one of the note series is February 11, 2021.

Frequently Asked Questions

The primary purpose of this filing is to disclose the details of new debt instruments, specifically Medium-Term Notes, Series A, issued by Wells Fargo Finance LLC. It includes the forms of these notes and the related legal opinion, as required for public companies.

"Principal at Risk Securities" are a type of structured note where the repayment of the principal amount at maturity is linked to the performance of an underlying asset, such as a stock market index. If the underlying asset performs poorly, investors may lose a portion or all of their principal investment.

The new Medium-Term Notes, Series A, are fully and unconditionally guaranteed by the parent company, Wells Fargo & Company (WFC).

One series of notes is linked to the MSCI EAFE Index®, which tracks developed market equities in Europe, Australasia, and the Far East. The other series is linked to the performance of the lowest performing of the Nasdaq-100 Index® (major non-financial companies listed on the Nasdaq) and the Russell 2000® Index (small-cap U.S. companies).