8-KExhibits & Filings

WELLS FARGO & COMPANY/MN 8-K Report, Exhibit Filing (Dec 26, 2019)

Filed December 26, 2019For Securities:WFCWFC-PDWFC-PCWFC-PYWFC-PAWFC-PLWFCNPWFC-PZ

Summary

Wells Fargo & Company/MN (WFC) filed an 8-K on December 26, 2019, primarily to disclose the issuance of new Medium-Term Notes, Series A, Principal at Risk Securities. These notes, due January 3, 2030, are linked to the performance of the Dow Jones Industrial Average®, the Russell 2000® Index, and the Nasdaq-100 Index®. The issuance is through its subsidiary, Wells Fargo Finance LLC, with Wells Fargo & Company providing a full and unconditional guarantee. This filing is important for investors as it provides transparency into the company's financing activities and the structure of a new debt instrument. The inclusion of the form of note and the legal opinion from Faegre Baker Daniels LLP offers detailed information about the terms, risks, and legal standing of these Notes and the Guarantee.

Key Highlights

  • 1Disclosure of a new Medium-Term Notes, Series A issuance by Wells Fargo Finance LLC.
  • 2Notes are Principal at Risk Securities linked to the lowest performing of DJIA, Russell 2000, and Nasdaq-100 indices.
  • 3Maturity date for the Notes is January 3, 2030.
  • 4Wells Fargo & Company provides a full and unconditional guarantee for the Notes.
  • 5The filing includes the form of the Notes as an exhibit.
  • 6Legal opinion from Faegre Baker Daniels LLP regarding the Notes and Guarantee is filed.
  • 7Consent of Faegre Baker Daniels LLP is also included.

Frequently Asked Questions

The primary purpose of this 8-K filing is to disclose the terms and legal documentation related to the issuance of new Medium-Term Notes, Series A, Principal at Risk Securities by Wells Fargo Finance LLC, which are guaranteed by Wells Fargo & Company.

These are 'Principal at Risk Securities,' meaning investors may lose a portion or all of their principal investment if the underlying indices (Dow Jones Industrial Average®, Russell 2000® Index, Nasdaq-100 Index®) perform poorly, specifically if they are the lowest performing among the group.

Wells Fargo & Company provides a full and unconditional guarantee for these Notes, meaning the parent company is responsible for any obligations arising from the Notes.

The filing includes Exhibit 4.1, which is the form of the Note itself, and Exhibit 5.1, which contains the legal opinion from Faegre Baker Daniels LLP regarding the Notes and the Guarantee. These exhibits provide in-depth details on the terms and legal standing.