8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) February 15, 2024

Commission File Number of Issuing Entity: 333-251538-01

Central Index Key Number of Issuing Entity: 0001833494

WF CARD ISSUANCE TRUST

(Exact name of issuing entity as specified in its charter)

(Issuing Entity of the Notes)

Central Index Key Number of Depositor: 0001833590

WF CARD FUNDING, LLC

(Exact name of Depositor as specified in its charter)

Central Index Key Number of Sponsor: 0000740906

WELLS FARGO BANK, NATIONAL ASSOCIATION

(Exact name of sponsor as specified in its charter)

Delaware	333-251538	94-1347393
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
550 S. Tryon Street, Floor 18 D1086-180 Charlotte, North Carolina		28202
(Address of Principal Executive Office)		(Zip Code)

Registrant’s telephone number, including area code (866) 263-3059

N/A

(Former name or address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-22 under the Exchange Act (17 CFR 240.14a-22)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Section 8 – Other Events.

Item 8.01.

Other Events.

On December, 21, 2020, WF Card Funding, LLC, acting solely in its capacity as depositor of WF Card Issuance Trust (“WFCIT”), filed a Registration Statement on Form SF-3 (file nos. 333-251538 and 333-251538-01) (as amended, the “Registration Statement”) relating to the offer and sale of asset-backed notes (the “notes”) from time to time after the Registration Statement became effective as determined by market conditions. The Registration Statement became effective on May 21, 2021. Certain legal matters relating to the issuance of the notes will be passed upon for Wells Fargo Bank, National Association, sponsor and servicer in respect of WFCIT, by Orrick, Herrington & Sutcliffe LLP. Certain legal matters relating to the federal tax consequences of the issuance of the notes will be passed upon for WFCIT by Orrick, Herrington & Sutcliffe LLP. Copies of the opinions of Orrick, Herrington & Sutcliffe LLP with respect to legality of the notes and with respect to certain federal tax matters in connection with issuance of the notes, together with related consents of Orrick, Herrington & Sutcliffe LLP to the incorporation by reference of such opinions as exhibits to the Registration Statement, are filed as exhibits to this report.

Section 9 – Financial Statements and Exhibits.

Item 9.01 (d). Exhibits.

Exhibit Index

Each of the following are filed as an Exhibit to this Report.

Exhibit Number	Description
Exhibit 5.1.1	Opinion of Orrick, Herrington & Sutcliffe LLP with respect to the legality of notes.
Exhibit 8.1.1	Opinion of Orrick, Herrington & Sutcliffe LLP with respect to federal tax matters in connection with issuance of the notes.
Exhibit 23.1.1	Consent of Orrick, Herrington & Sutcliffe LLP (included in its opinion filed as Exhibit 5.1.1).
Exhibit 23.1.2	Consent of Orrick, Herrington & Sutcliffe LLP (included in its opinion filed as Exhibit 8.1.1).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WF CARD FUNDING, LLC
Acting solely in its capacity as depositor of
WF Card Issuance Trust
By:	/s/ Bryant Owens
	Name: Bryant Owens
	Title: President

February 15, 2024

EX-5.1(1)

Exhibit 5.1.1

February 15, 2024   Orrick, Herrington & Sutcliffe LLP   51 West 52nd Street   New York, NY 10019-6142   +1 212 506 5000   orrick.com

WF Card Funding, LLC

550 S. Tryon Street, Floor 18

D1086-180

Charlotte, North Carolina 28202

Re: WF Card Issuance Trust

  WF Card Funding, LLC (Depositor)

  Registration Statement on Form SF-3 

Ladies and Gentlemen:

We have acted as counsel for WF Card Funding, LLC, a Delaware limited liability company, in connection with the Registration Statement on Form SF-3 and Amendment No. 1 thereto (as amended, the “Registration Statement”), filed on December 21, 2020 and May 11, 2021, respectively, with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), for the registration under the Act of series (each, a “Series”) of notes (collectively, the “Notes”), each such Series of Notes representing obligations of the WF Card Issuance Trust (the “Trust”). Each Series of Notes will be issued pursuant to an indenture (the “Master Indenture”), as supplemented by an indenture supplement relating to such Series (each, an “Indenture Supplement” and, in each such case, together with the Master Indenture, the “Indenture”), in each case among the Trust, as Issuer, U.S. Bank Trust Company, National Association, as Indenture Trustee and as Note Registrar, and U.S. Bank National Association, as Bank.

We have examined such instruments, documents and records as we deemed relevant and necessary as a basis of our opinion hereinafter expressed. In such examination, we have assumed the following: (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to us as copies; and (c) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed.

Based on such examination, we are of the opinion that when the Notes of each Series have been duly executed, authenticated and delivered in accordance with the Indenture, and sold in the manner described in the Registration Statement, any amendment thereto and the prospectus relating thereto, the Notes will be legally issued, fully paid, non-assessable and binding obligations of the Trust, and the holders of the Notes of such Series will be entitled to the benefits of such Indenture, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium, or other laws relating to or affecting the rights of creditors generally and general principles of equity, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing, and the possible unavailability of specific performance or injunctive relief, regardless of whether such enforceability is considered in a proceeding in equity or at law.

February 15, 2024 Page 2 of 2

This opinion is limited to the laws of the State of New York and the federal laws of the United States of America, and we have not considered and express no opinion on the laws of any other jurisdiction.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name wherever appearing in the Registration Statement and the prospectus contained therein. In giving such consent, we do not admit that we are “experts,” within the meaning of the term as used in the Act or the rules and regulations of the Securities and Exchange Commission issued thereunder, with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise.

Very truly yours,

/s/ ORRICK, HERRINGTON & SUTCLIFFE LLP

ORRICK, HERRINGTON & SUTCLIFFE LLP

EX-8.1(1)

Exhibit 8.1.1

Orrick, Herrington & Sutcliffe LLP

51 West 52nd Street

New York, NY 10019-6142

+1 212 506 5000

orrick.com

February 15, 2024

WF Card Funding, LLC

550 S. Tryon Street, Floor 18

D1086-180

Charlotte, North Carolina 28202

Re: WF Card Issuance Trust

  WF Card Funding, LLC (Depositor)

  Registration Statement on Form SF-3

Ladies and Gentlemen:

We have acted as counsel for WF Card Funding, LLC, a Delaware limited liability company, in connection with the Registration Statement on Form SF-3 and Amendment No. 1 thereto (as amended, the “Registration Statement”), filed on December 21, 2020 and May 11, 2021, respectively, with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), for the registration under the Act of the offering of series (each, a “Series”) of notes (collectively, the “Notes”), each such Series of Notes representing obligations of WF Card Issuance Trust (the “Trust”). Each Series of Notes is comprised of a number of classes of Notes (each, a “Class”). Each Class of Notes is comprised of a number of tranches of Notes (each, a “Tranche”). Each Series of Notes will be issued pursuant to an indenture (the “Master Indenture”), as supplemented by an indenture supplement relating to such Series (each, an “Indenture Supplement” and, in each such case, together with the Master Indenture, the “Indenture”), in each case among the Trust, as Issuer, U.S. Bank Trust Company, National Association, as Indenture Trustee and as Note Registrar, and U.S. Bank National Association, as Bank.

SCOPE OF REVIEW; ASSUMPTIONS

Our opinion is based on the Internal Revenue Code of 1986, as amended, administrative rulings, judicial decisions, Treasury regulations and other applicable authorities, all as in effect and available on the date hereof. The statutory provisions, regulations and interpretations on which our opinion is based are subject to change, possibly retroactively. As more fully described in the prospectus relating to the Notes forming a part of the Registration Statement (the “Prospectus”) under the heading “Federal Income Tax Consequences,” and the immediately succeeding paragraph, there can be no assurance that contrary positions will not be taken by the Internal Revenue Service.

February 15, 2024 Page 2 of 2

In formulating our opinions, we have reviewed (i) the Prospectus, (ii) the Indenture, (iii) the Amended and Restated Limited Liability Company Agreement of WF Card Funding, LLC, dated as of November 14, 2023, (iv) the Amended and Restated Trust Agreement of the Trust, dated as of November 14, 2023, and (v) other documents provided to us that we have deemed necessary or appropriate to review as a basis for this opinion. Additionally, this opinion letter is based on the facts and circumstances set forth in the Prospectus and in the other documents reviewed by us. Our opinion as to the matters set forth herein could change with respect to a particular Series, Class or Tranche of Notes as a result of changes in facts and circumstances, changes in the terms of the documents reviewed by us or changes in the law subsequent to the date hereof. Because the Prospectus contemplates Series, Classes and Tranches of Notes with numerous different characteristics, the particular characteristics of each Series, Class or Tranche of Notes and any more specific tax discussion set forth in the prospectus pursuant to which a particular Series, Class or Tranche of Notes is offered must be considered in determining the applicability of this opinion to any such Series, Class or Tranche of Notes.

In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or other copies, and the authenticity of the originals of such copies.

In rendering our opinions, we have also assumed that the transactions described in or contemplated by the foregoing documents have been or will be consummated in accordance with such operative documents, and that such documents accurately reflect the material facts of such transactions.

OPINION

Based on the foregoing, we hereby confirm that the statements set forth in the Prospectus under the heading “Federal Income Tax Consequences” which statements have been reviewed by us, to the extent that they constitute matters of law or legal conclusions with respect thereto, are correct in all material respects, and we hereby adopt and confirm the opinions set forth therein.

We impose no limit on your disclosure of this opinion or the tax treatment or tax structure of the transactions described in the Prospectus. However, we are furnishing this opinion to you solely in connection with the Registration Statement and it cannot be relied upon by any other person or for any other purpose without our express written permission.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name wherever appearing in the Prospectus. In giving such consent, we do not admit that we are “experts,” within the meaning of the term used in the Act or the rules and regulations of the Securities and Exchange Commission issued thereunder, with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise.

Very truly yours,

/s/ ORRICK, HERRINGTON & SUTCLIFFE LLP

ORRICK, HERRINGTON & SUTCLIFFE LLP