0000072971 false WELLS FARGO & COMPANY/MN Dep Shares, 1/1000th int. per share of Non-Cumulative Perpetual Class A Preferred Stock, Series N Dep Shares, 1/1000th int. per share of Non-Cumulative Perpetual Class A Preferred Stock, Series O Dep Shares, 1/1000th int. per share of Non-Cumulative Perpetual Class A Preferred Stock, Series P Dep Shr, 1/1000th int. per shr of 5.85% Fix-to-Float Non-Cum. Perpetual Class A Pref. Stock, Ser. Q Dep Shr, 1/1000th int. per shr of 6.625% Fix-to-Float Non-Cum. Perpetual Class A Pref. Stock, Ser. R Dep Shares, 1/1000th int. per share of Non-Cumulative Perpetual Class A Preferred Stock, Series T Dep Shares, 1/1000th int. per share of Non-Cumulative Perpetual Class A Preferred Stock, Series V Dep Shares, 1/1000th int. per share of Non-Cumulative Perpetual Class A Preferred Stock, Series W Dep Shares, 1/1000th int. per share of Non-Cumulative Perpetual Class A Preferred Stock, Series X Dep Shares, 1/1000th int. per share of Non-Cumulative Perpetual Class A Preferred Stock, Series Y Guarantee 5.80% Fix-to-Float Normal Wachovia Income Trust Securities of Wachovia Capital Trust III 0000072971 2019-08-30 2019-08-30 0000072971 us-gaap:CommonStockMember 2019-08-30 2019-08-30 0000072971 WFC:NoncumulativePerpetualConvertibleClassPreferredStockSeriesLMember 2019-08-30 2019-08-30 0000072971 WFC:SeriesNMember 2019-08-30 2019-08-30 0000072971 WFC:SeriesOMember 2019-08-30 2019-08-30 0000072971 WFC:SeriesPMember 2019-08-30 2019-08-30 0000072971 WFC:SeriesQMember 2019-08-30 2019-08-30 0000072971 WFC:SeriesRMember 2019-08-30 2019-08-30 0000072971 WFC:SeriesTMember 2019-08-30 2019-08-30 0000072971 WFC:SeriesVMember 2019-08-30 2019-08-30 0000072971 WFC:SeriesWMember 2019-08-30 2019-08-30 0000072971 WFC:SeriesXMember 2019-08-30 2019-08-30 0000072971 WFC:SeriesYMember 2019-08-30 2019-08-30 0000072971 WFC:Guarantee5.80FixedToFloatingRateNormalWachoviaIncomeTrustSecuritiesMember 2019-08-30 2019-08-30 0000072971 WFC:GuaranteeOfMediumTermNotesSeriesDueOctoberOfWellsFargoFinanceLLCMember 2019-08-30 2019-08-30 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): August 30, 2019

 

WELLS FARGO & COMPANY

(Exact name of registrant as specified in its charter)

 

Delaware 001-2979 No. 41-0449260
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)

 

420 Montgomery Street, San Francisco, California 94104

(Address of principal executive offices) (Zip Code)

 

Registrant's telephone number, including area code: 1-866-249-3302

 

Not applicable

(Former name or former 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:

 

  ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
  ☐ 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 Name of Each Exchange
on Which Registered
Common Stock, par value $1-2/3 WFC New York Stock Exchange (NYSE)
7.5% Non-Cumulative Perpetual Convertible Class A Preferred Stock, Series L WFC.PRL NYSE
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series N WFC.PRN NYSE
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series O WFC.PRO NYSE
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series P WFC.PRP NYSE
Depositary Shares, each representing a 1/1000th interest in a share of 5.85% Fixed-to-Floating Rate Non-Cumulative Perpetual Class A Preferred Stock, Series Q WFC.PRQ NYSE
Depositary Shares, each representing a 1/1000th interest in a share of 6.625% Fixed-to-Floating Rate Non-Cumulative Perpetual Class A Preferred Stock, Series R WFC.PRR NYSE
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series T WFC.PRT NYSE
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series V WFC.PRV NYSE
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series W WFC.PRW NYSE
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series X WFC.PRX NYSE
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series Y WFC.PRY NYSE
Guarantee of 5.80% Fixed-to-Floating Rate Normal Wachovia Income Trust Securities of Wachovia Capital Trust III WBTP NYSE
Guarantee of Medium-Term Notes, Series A, due October 30, 2028 of Wells Fargo Finance LLC WFC/28A NYSE

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).

 

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. ☐

 

 
 
Item 9.01.Financial Statements and Exhibits

 

Exhibits are filed herewith in connection with the Registration Statement on Form S-3 (File Nos. 333-221324 and 333-221324-01) filed by Wells Fargo & Company and Wells Fargo Finance LLC with the Securities and Exchange Commission.

 

On August 30, 2019, Wells Fargo & Company issued the following Medium-Term Notes, Series T: (i) Notes due February 28, 2023; (ii) Notes due August 30, 2024; and (iii) Notes due August 30, 2032 (collectively, the “Series T Notes”).

 

On August 30, 2019, Wells Fargo Finance LLC issued the following Medium-Term Notes, Series A: (i) Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index, the Russell 2000® Index and the EURO STOXX 50® Index due September 7, 2029; (ii) Principal at Risk Securities Linked to the S&P 500® Index due March 3, 2022; (iii) Principal at Risk Securities Linked to the S&P 500® Index due August 30, 2024; (iv) Principal at Risk Securities Linked to the MSCI Emerging Markets IndexSM due August 31, 2021; and (v) Notes Linked to the S&P 500® Index due August 31, 2021 (collectively, the “Series A Notes”). The Notes are fully and unconditionally guaranteed by Wells Fargo & Company (the “Guarantee”).

 

The purpose of this Current Report is to file with the Securities and Exchange Commission the form of Note related to each issuance, the opinion of Faegre Baker Daniels LLP regarding the Series T Notes and the opinion of Faegre Baker Daniels LLP regarding the Series A Notes and the Guarantee.

 

(d)       Exhibits

 

Exhibit No. Description Location
     
4.1

Form of Medium-Term Notes, Series T, Notes due February 28, 2023.

 

 Filed herewith
4.2

Form of Medium-Term Notes, Series T, Notes due August 30, 2024.

 

 Filed herewith
4.3

Form of Medium-Term Notes, Series T, Notes due August 30, 2032.

 

 Filed herewith
4.4

Form of Medium-Term Notes, Series A, Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index, the Russell 2000® Index and the EURO STOXX 50® Index due September 7, 2029.

 

 Filed herewith
4.5

Form of Medium-Term Notes, Series A, Principal at Risk Securities Linked to the S&P 500® Index due March 3, 2022.

 

 Filed herewith
4.6

Form of Medium-Term Notes, Series A, Principal at Risk Securities Linked to the S&P 500® Index due August 30, 2024.

 

 Filed herewith
4.7

Form of Medium-Term Notes, Series A, Principal at Risk Securities Linked to the MSCI Emerging Markets IndexSM due August 31, 2021.

 

 Filed herewith
4.8

Form of Medium-Term Notes, Series A, Notes Linked to the S&P 500® Index due August 31, 2021.

 

 Filed herewith
5.1

Opinion of Faegre Baker Daniels LLP regarding the Series T Notes.

 

 Filed herewith
5.2

Opinion of Faegre Baker Daniels LLP regarding the Series A Notes and the Guarantee.

 

 Filed herewith
23.1

Consent of Faegre Baker Daniels LLP.

 

 Included as part of Exhibit 5.1
23.2 Consent of Faegre Baker Daniels LLP.

 

 Included as part of Exhibit 5.2
104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. Filed herewith

 

 

 
 

SIGNATURE

 

 

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.

 

 

  WELLS FARGO & COMPANY
   
   
   
DATED: August 30, 2019 /s/ Le Roy Davis
  Le Roy Davis
  Senior Vice President and Assistant Treasurer