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WFC Wells Fargo & Co.

 

 

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): April 30, 2020

 

WELLS FARGO & COMPANY

(Exact name of registrant as specified in its charter)

 

Delaware001-2979No. 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 ClassTrading SymbolName of Each Exchange
on Which Registered
Common Stock, par value $1-2/3WFCNew York Stock Exchange
(NYSE)
7.5% Non-Cumulative Perpetual Convertible Class A Preferred Stock, Series LWFC.PRLNYSE
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series NWFC.PRNNYSE
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series OWFC.PRONYSE
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series PWFC.PRPNYSE
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 QWFC.PRQNYSE
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 RWFC.PRRNYSE
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series TWFC.PRTNYSE
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series VWFC.PRVNYSE
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series WWFC.PRWNYSE
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series XWFC.PRXNYSE
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series YWFC.PRYNYSE
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series ZWFC.PRZNYSE
Guarantee of 5.80% Fixed-to-Floating Rate Normal Wachovia Income Trust Securities of Wachovia Capital Trust IIIWFC/TPNYSE
Guarantee of Medium-Term Notes, Series A, due October 30, 2028 of Wells Fargo Finance LLCWFC/28ANYSE

 

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 No. 333-221324) filed by Wells Fargo & Company and Wells Fargo Finance LLC with the Securities and Exchange Commission.

 

On April 30, 2020, Wells Fargo & Company issued the following Medium-Term Notes, Series T: (i) Notes due April 30, 2023; (ii) Notes due October 30, 2023; (iii) Notes due April 30, 2025; (iv) Notes due April 30, 2027; and (v) Notes due April 30, 2030 (collectively, the “Notes”).

 

The purpose of this Current Report is to file with the Securities and Exchange Commission the form of Note related to each issuance and the opinion of Faegre Drinker Biddle & Reath LLP regarding the Notes.

 

(d)       Exhibits

 

Exhibit No.DescriptionLocation
   
4.1

Form of Medium-Term Notes, Series T, Notes due April 30, 2023.

 

Filed herewith
4.2

Form of Medium-Term Notes, Series T, Notes due October 30, 2023.

 

Filed herewith
4.3

Form of Medium-Term Notes, Series T, Notes due April 30, 2025.

 

Filed herewith
4.4

Form of Medium-Term Notes, Series T, Notes due April 30, 2027.

 

Filed herewith
4.5

Form of Medium-Term Notes, Series T, Notes due April 30, 2030.

 

Filed herewith
5.1

Opinion of Faegre Drinker Biddle & Reath LLP regarding the Notes.

 

Filed herewith
23.1

Consent of Faegre Drinker Biddle & Reath LLP.

 

Included as part of Exhibit 5.1

 

104The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.Filed herewith

 

 2 
 

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: April 30, 2020/s/ Le Roy Davis
 Le Roy Davis
 Senior Vice President and Assistant Treasurer