8-KExhibits & Filings

WELLS FARGO & COMPANY/MN 8-K Report, Exhibit Filing (Mar 20, 2020)

Filed March 20, 2020For Securities:WFCWFC-PDWFC-PCWFC-PYWFC-PAWFC-PLWFCNPWFC-PZ

Summary

Wells Fargo & Company (WFC) filed an 8-K on March 20, 2020, to report on the issuance of new Medium-Term Notes, Series A, by its subsidiary Wells Fargo Finance LLC. These notes are designed as "Principal at Risk Securities," meaning investors could lose a portion or all of their principal if market conditions tied to specific indices do not perform favorably. The filing includes the forms of two specific note issuances: one linked to the performance of the S&P 500® Index and the Dow Jones Industrial Average®, and another solely linked to the S&P 500® Index. Both issuances mature in 2021 and are fully guaranteed by Wells Fargo & Company. This filing primarily serves to provide the legal documentation and opinions related to these new debt offerings, rather than disclosing new financial performance data or significant corporate events. Investors interested in these specific notes should carefully review the "Principal at Risk" structure, the linked indices, and the maturity dates to understand the potential risks and returns associated with these instruments. The inclusion of the legal opinion from Faegre Drinker Biddle & Reath LLP further details the legality and structure of these notes and the guarantee.

Key Highlights

  • 1Wells Fargo Finance LLC issued new Medium-Term Notes, Series A, on March 19, 2020.
  • 2The notes are structured as "Principal at Risk Securities", indicating potential loss of principal.
  • 3Two specific note issuances are detailed: one linked to the S&P 500® and Dow Jones Industrial Average®, and another linked only to the S&P 500®.
  • 4The maturity dates for these notes are December 22, 2021, and June 3, 2021.
  • 5Wells Fargo & Company provides a full and unconditional guarantee for these notes.
  • 6The 8-K filing includes the forms of the notes and a legal opinion from Faegre Drinker Biddle & Reath LLP.
  • 7This filing is related to a Registration Statement on Form S-3 for these debt offerings.

Frequently Asked Questions

"Principal at Risk Securities" means that the investor could lose some or all of their initial investment (principal) if the performance of the underlying index or indices linked to the security does not meet certain thresholds. The exact terms and conditions dictating principal loss are detailed within the specific note documentation.

Wells Fargo & Company provides a full and unconditional guarantee for these Medium-Term Notes. This means that if Wells Fargo Finance LLC (the issuer) defaults on its obligations to pay principal or interest, Wells Fargo & Company is obligated to fulfill those payments.

No, this 8-K filing is specific to the issuance of new debt securities by a subsidiary and is primarily focused on the legal documentation and structure of these notes. It does not provide an update on Wells Fargo's overall financial performance, earnings, or other key financial metrics. For that information, investors should refer to the company's quarterly (10-Q) and annual (10-K) reports.

The primary risks include market risk (the value of the linked indices could decline), credit risk (though mitigated by the guarantee, the financial health of Wells Fargo & Company is a factor), and the risk of principal loss as dictated by the "Principal at Risk" structure. Investors should carefully review the specific terms of each note to understand its payout and loss scenarios.