8-KExhibits & Filings

WELLS FARGO & COMPANY/MN 8-K Report, Exhibit Filing (Apr 1, 2020)

Filed April 1, 2020For Securities:WFCWFC-PDWFC-PCWFC-PYWFC-PAWFC-PLWFCNPWFC-PZ

Summary

This 8-K filing by Wells Fargo & Company/MN (WFC) primarily serves to disclose the details of Medium-Term Notes, Series A, issued by its subsidiary Wells Fargo Finance LLC on March 31, 2020. These notes are linked to the performance of the MSCI EAFE Index® and the S&P 500® Index, and importantly, they are fully and unconditionally guaranteed by Wells Fargo & Company. The filing includes the forms of these "Principal at Risk Securities" and the legal opinion from Faegre Drinker Biddle & Reath LLP regarding the notes and the guarantee. For investors, the key takeaway is that Wells Fargo is engaging in debt issuance through its subsidiary. The "Principal at Risk" nature of these notes means that the principal amount repaid could be less than the initial investment, depending on the performance of the underlying stock market indices. The guarantee by the parent company, Wells Fargo & Company, provides a layer of credit support for these notes. The filing itself does not reveal new financial performance data for WFC but rather provides documentation for a specific debt offering.

Key Highlights

  • 1Wells Fargo Finance LLC issued "Principal at Risk Securities" linked to the MSCI EAFE Index® and S&P 500® Index.
  • 2The issuance occurred on March 31, 2020, with the filing dated April 1, 2020.
  • 3These Medium-Term Notes, Series A, are fully and unconditionally guaranteed by Wells Fargo & Company (WFC).
  • 4The filing includes the specific forms of the Notes (Exhibits 4.1 and 4.2).
  • 5A legal opinion from Faegre Drinker Biddle & Reath LLP regarding the Notes and the Guarantee is included (Exhibit 5.1).
  • 6A consent from the legal counsel is also provided (Exhibit 23.1).

Frequently Asked Questions

Principal at Risk Securities are a type of investment where the repayment of your principal amount is not guaranteed and can be reduced based on the performance of an underlying asset or index. In this case, the notes' return, and potentially the principal, are linked to the performance of the MSCI EAFE Index® and the S&P 500® Index.

The full and unconditional guarantee by Wells Fargo & Company means that the parent company is legally obligated to ensure that the obligations under these notes are met. This provides investors with the credit risk of Wells Fargo & Company, rather than solely the credit risk of the issuing subsidiary, Wells Fargo Finance LLC.

No, this 8-K filing is primarily informational. It discloses the details of a specific debt issuance by a subsidiary and related legal documentation. It does not contain new financial statements or operational updates about Wells Fargo & Company's overall financial performance.

Faegre Drinker Biddle & Reath LLP is the legal counsel for Wells Fargo in this matter. Their legal opinion is included to provide assurance that the Notes and the Guarantee have been properly structured and legally documented according to relevant laws and regulations.