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.

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