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Dep Shares, 1/1000th int. per share of Non-Cumulative Perpetual Class A Preferred Stock, Series P
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Dep Shr, 1/1000th int. per shr of 6.625% Fix-to-Float Non-Cum. Perpetual Class A Pref. Stock, Ser. R
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Dep Shares, 1/1000th int. per share of Non-Cumulative Perpetual Class A Preferred Stock, Series V
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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
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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 28, 2020
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 |
| Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series Z |
WFC.PRZ |
NYSE |
| Guarantee of 5.80% Fixed-to-Floating Rate Normal Wachovia Income Trust Securities of Wachovia Capital Trust III |
WFC/TP |
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 February 28,
2020, Wells Fargo & Company issued the following Medium-Term Notes, Series T: (i) Notes due February 28, 2030; (ii) Notes due
February 28, 2023; and (iii) Notes due February 28, 2025 (collectively, the “Series T Notes”).
On February 28,
2020, Wells Fargo Finance LLC issued the following Medium-Term Notes, Series A: (i) Principal at Risk Securities Linked to
the EURO STOXX 50® Index due February 28, 2024; (ii) Principal at Risk Securities Linked to the EURO STOXX 50®
Index due February 28, 2023; (iii) 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 March 6, 2030; (iv) 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 February 28, 2030; (v) Principal at Risk Securities Linked to the Lowest Performing
of the Nasdaq-100 Index® and the Russell 2000® Index due February 28, 2030; (vi) Principal at Risk
Securities Linked to the Lowest Performing of the Dow Jones Industrial Average®, the Russell 2000®
Index and the Nasdaq-100 Index® due November 30, 2023; (vii) 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
March 6, 2025; (viii) Principal at Risk Securities Linked to the Lowest Performing of the Russell 2000® Index and
the EURO STOXX 50® Index due March 6, 2030; (ix) 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 March
6, 2030; (x) Partial Principal at Risk Securities Linked to the MSCI EAFE Index® due February 28, 2022; (xi) Partial
Principal at Risk Securities Linked to the iShares® MSCI Emerging Markets ETF due February 28, 2022; (xii) Principal
at Risk Securities Linked to a Basket of Three Financial Sector Stocks due April 30, 2021; (xiii) 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 March 4, 2027; and (xiv) Principal at Risk Securities Linked to the Lowest Performing of the S&P
500® Index and the Russell 2000® Index due March 30, 2021 (collectively, the “Series A Notes”).
The Series A 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 Drinker Biddle & Reath LLP regarding the Series T Notes and the opinion of Faegre Drinker Biddle & Reath LLP
regarding the Series A Notes and the Guarantee.
(d) Exhibits
| 4.3 |
Form of Medium-Term Notes, Series T, Notes due February 28, 2025. |
Filed herewith |
| |
|
|
| 4.4 |
Form of Medium-Term Notes, Series A, Principal at Risk Securities Linked to the EURO STOXX 50® Index due February 28, 2024.
|
Filed herewith |
| 4.5 |
Form of Medium-Term Notes, Series A, Principal at Risk Securities Linked to the EURO STOXX 50® Index due February 28, 2023.
|
Filed herewith |
| 4.6 |
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 March 6, 2030.
|
Filed herewith |
| 4.7 |
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 February 28, 2030.
|
Filed herewith |
| 4.8 |
Form of Medium-Term Notes, Series A, Principal at Risk Securities Linked to the Lowest Performing of the Nasdaq-100 Index® and the Russell 2000® Index due February 28, 2030.
|
Filed herewith |
| 4.9 |
Form of Medium-Term Notes, Series A, Principal at Risk Securities Linked to the Lowest Performing of the Dow Jones Industrial Average®, the Russell 2000® Index and the Nasdaq-100 Index® due November 30, 2023.
|
Filed herewith |
| 4.10 |
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 March 6, 2025.
|
Filed herewith |
| 4.11 |
Form of Medium-Term Notes, Series A, Principal at Risk Securities Linked to the Lowest Performing of the Russell 2000® Index and the EURO STOXX 50® Index due March 6, 2030.
|
Filed herewith |
| 4.12 |
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 March 6, 2030.
|
Filed herewith |
| 4.13 |
Form of Medium-Term Notes, Series A, Partial Principal at Risk Securities Linked to the MSCI EAFE Index® due February 28, 2022.
|
Filed herewith |
| 4.14 |
Form of Medium-Term Notes, Series A, Partial Principal at Risk Securities Linked to the iShares® MSCI Emerging Markets ETF due February 28, 2022. |
Filed herewith |
| |
|
|
| 4.15 |
Form of Medium-Term Notes, Series A, Principal at Risk Securities Linked to a Basket of Three Financial Sector Stocks due April 30, 2021.
|
Filed herewith |
| 4.16 |
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 March 4, 2027.
|
Filed herewith |
| 4.17 |
Form of Medium-Term Notes, Series A, Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index and the Russell 2000® Index due March 30, 2021.
|
Filed herewith |
| 5.1 |
Opinion of Faegre Drinker Biddle & Reath LLP regarding the Series T Notes.
|
Filed herewith |
| 5.2 |
Opinion of Faegre Drinker Biddle & Reath LLP regarding the Series A Notes and the Guarantee.
|
Filed herewith |
| 23.1 |
Consent of Faegre Drinker Biddle & Reath LLP.
|
Included as part of Exhibit 5.1 |
| 23.2 |
Consent of Faegre Drinker Biddle & Reath 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: February 28, 2020 |
/s/ Le Roy Davis |
| |
Le Roy Davis |
| |
Senior Vice President and Assistant Treasurer |