8-KExhibits & Filings

WELLS FARGO & COMPANY/MN 8-K Report, Exhibit Filing (Jan 7, 2020)

Filed January 7, 2020For Securities:WFCWFC-PDWFC-PCWFC-PYWFC-PAWFC-PLWFCNPWFC-PZ

Summary

This 8-K filing from Wells Fargo & Company/MN (WFC) on January 7, 2020, primarily concerns the issuance of new financial instruments by its subsidiary, Wells Fargo Finance LLC. Specifically, it details the creation of two types of Medium-Term Notes, Series A, which are structured as "Principal at Risk Securities." These notes are linked to either the SPDR® S&P 500® ETF Trust or an International Equity Index Basket and have a maturity date of January 9, 2023. Investors should note that Wells Fargo & Company provides a full and unconditional guarantee for these notes. The filing's main purpose is to provide the necessary documentation, including the forms of the notes and the legal opinions from Faegre Baker Daniels LLP, which are being filed with the Securities and Exchange Commission in connection with a previously filed Registration Statement on Form S-3. This filing does not represent a new debt offering in itself but rather the official filing of the documentation related to previously registered securities.

Key Highlights

  • 1Wells Fargo Finance LLC issued "Principal at Risk Securities" as Medium-Term Notes, Series A.
  • 2The notes are linked to either the SPDR® S&P 500® ETF Trust or an International Equity Index Basket.
  • 3The maturity date for these notes is January 9, 2023.
  • 4Wells Fargo & Company provides a full and unconditional guarantee for the notes issued by its subsidiary.
  • 5The filing includes the forms of the notes and legal opinions regarding the notes and the guarantee.
  • 6This 8-K is filed in connection with a Registration Statement on Form S-3, indicating these securities were pre-registered.
  • 7The filing ensures regulatory compliance by providing the necessary documentation to the SEC.

Frequently Asked Questions

Principal at Risk Securities are a type of investment where the return of the principal amount at maturity is dependent on the performance of an underlying asset, index, or basket of assets. If the underlying asset performs poorly, investors may lose some or all of their principal investment.

The primary risk is that the value of the SPDR® S&P 500® ETF Trust or the International Equity Index Basket may decline significantly by January 9, 2023. If this happens, investors could lose a portion or all of their principal investment, as the return of principal is at risk.

Wells Fargo & Company is filing this 8-K to officially report and provide the specific documentation (forms of the notes and legal opinions) for the Medium-Term Notes, Series A, issued by its subsidiary, Wells Fargo Finance LLC. This filing ensures transparency and compliance with SEC regulations for these pre-registered securities.

No, this 8-K filing does not represent a new sale or offering. It is an informational filing to provide the actual documentation related to securities that have already been registered under a Form S-3 Registration Statement.