8-KExhibits & Filings

WELLS FARGO & COMPANY/MN 8-K Report, Exhibit Filing (Feb 24, 2020)

Filed February 24, 2020For Securities:WFCWFC-PDWFC-PCWFC-PYWFC-PAWFC-PLWFCNPWFC-PZ

Summary

Wells Fargo & Company (WFC) filed an 8-K on February 24, 2020, to report the issuance of new Medium-Term Notes, Series A by its subsidiary, Wells Fargo Finance LLC. These notes are structured as "Principal at Risk Securities" and are linked to the performance of specific stock market indices: the MSCI EAFE Index® and a basket of the Dow Jones Industrial Average®, the Russell 2000® Index, and the Nasdaq-100 Index®. The notes have a maturity date of November 30, 2023, and are fully guaranteed by the parent company, Wells Fargo & Company. This filing primarily serves to formally submit the documentation related to these new debt issuances, including the forms of the notes themselves and the legal opinion from Faegre Drinker Biddle & Reath LLP. Investors should note that these are structured products where the principal amount is at risk depending on the performance of the underlying indices. While this 8-K doesn't detail the specific terms of the principal at risk feature or the interest rates, it provides the foundational legal and offering documents for these notes.

Key Highlights

  • 1Wells Fargo Finance LLC issued new Medium-Term Notes, Series A, on February 23, 2020.
  • 2The notes are "Principal at Risk Securities," meaning the return of principal is dependent on market performance.
  • 3One series of notes is linked to the MSCI EAFE Index®.
  • 4Another series of notes is linked to the performance of the Dow Jones Industrial Average®, Russell 2000® Index, and Nasdaq-100 Index®.
  • 5The maturity date for these notes is November 30, 2023.
  • 6Wells Fargo & Company provides a full and unconditional guarantee for these notes.
  • 7The 8-K filing includes the forms of the notes and a legal opinion from Faegre Drinker Biddle & Reath LLP.

Frequently Asked Questions

"Principal at Risk Securities" are investment products where the potential return is linked to an underlying asset or index, but the repayment of the initial investment (principal) is also subject to potential loss if the underlying asset or index performs unfavorably. The specific conditions under which principal is at risk are detailed within the full offering documents.

The primary purpose of this 8-K filing is to officially submit the legal documentation, specifically the forms of the newly issued Medium-Term Notes, Series A, and the legal opinion regarding these notes and the guarantee from Wells Fargo & Company, to the SEC.

No, this 8-K filing primarily provides the legal structure and forms of the notes. It does not contain specific details regarding the interest rates (coupon rates), the exact terms of the principal at risk feature, or any potential principal protection mechanisms. Investors would need to refer to the prospectus or offering memorandum associated with these notes for such granular details.

Wells Fargo & Company, the parent company, provides a full and unconditional guarantee for these notes. This means that Wells Fargo & Company is legally obligated to ensure that the obligations under these notes are met, providing a layer of credit support for investors.