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): March 7, 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))
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 March 7, 2019, Wells Fargo & Company issued the following Medium-Term Notes, Series S: Principal at Risk Securities Linked to the S&P 500® Index (the “Series S Notes”).
On March 7, 2019, Wells Fargo Finance LLC issued the following Medium-Term Notes, Series A: (i) Principal at Risk Securities Linked to the iShares® MSCI Emerging Markets ETF due September 7, 2021; (ii) Principal at Risk Securities Linked to the S&P 500® Index due March 7, 2024; and (iii) Principal at Risk Securities Linked to the S&P 500® Index due March 9, 2023 (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 Baker Daniels LLP regarding the Series S 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 S, Principal at Risk Securities Linked to the S&P 500® Index. |
Filed herewith | ||
| 4.2 | Filed herewith | |||
| 4.3 | Filed herewith | |||
| 4.4 | Filed herewith | |||
| 5.1 | Opinion of Faegre Baker Daniels LLP regarding the Series S Notes. |
Filed herewith | ||
| 5.2 | Opinion of Faegre Baker Daniels LLP regarding the Series A Notes and the Guarantee. |
Filed herewith | ||
| 23.1 | Included as part of Exhibit 5.1 | |||
| 23.2 | Included as part of Exhibit 5.1 |
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: March 7, 2019 | /s/ Le Roy Davis |
| Le Roy Davis | |
| Senior Vice President and Assistant Treasurer |