8-KThe WireRoutine
Company Update
Filed Jan 24, 2025 · 1y ago · Accession 0001193125-25-012199
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗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): January 24, 2025
WELLS FARGO & COMPANY
(Exact name of registrant as specified in its charter)
Delaware
001-02979
No. 41-0449260
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
420 Montgomery Street , San Francisco , California 94104
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: 1-415 - 371-2921
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 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
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series AA
WFC.PRA
NYSE
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series CC
WFC.PRC
NYSE
Depositary Shares, each representing a 1/1000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series DD
WFC.PRD
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 No. 333-269514) filed by Wells Fargo & Company (the “Company”) with the Securities and Exchange Commission (the “SEC”).
On January 24, 2025, the Company issued the following Medium-Term Notes, Series W: (i) $3,000,000,000 Senior Redeemable Fixed-to-Floating Rate Notes due January 24, 2031; (ii) $2,350,000,000 Senior Redeemable Fixed-to-Floating Rate Notes due January 24, 2028; and (iii) $650,000,000 Senior Redeemable Floating Rate Notes due January 24, 2028 (collectively, the “Notes”).
The purpose of this Current Report is to file with the SEC the following documents: (i) the form of Note related to each issuance; and (ii) the opinion of Faegre Drinker Biddle & Reath LLP regarding the Notes.
(d) Exhibits
Exhibit No.
Description
Location
4.1
Form of Medium-Term Notes, Series W, Senior Redeemable Fixed-to-Floating Rate Notes due January 24, 2031.
Filed herewith
4.2
Form of Medium-Term Notes, Series W, Senior Redeemable Fixed-to-Floating Rate Notes due January 24, 2028.
Filed herewith
4.3
Form of Medium-Term Notes, Series W, Senior Redeemable Floating Rate Notes due January 24, 2028.
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
104
The 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: January 24, 2025
/s/ Bryant Owens
Bryant Owens
Senior Vice President and Assistant Treasurer
Filing details
- Company
- WELLS FARGO & COMPANY/MN
- Ticker
- WFC
- CIK
- 72971
- Form type
- 8-K
- Filing date
- Jan 24, 2025
- Report date
- Jan 24, 2025
- Document
- d912921d8k.htm
- Size
- 576 KB