UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
(Exact name of registrant as specified in its charter)
| No. | ||||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code:
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 | ||
|
(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 April 23, 2025, the Company issued the following Medium-Term Notes, Series W: (i) $3,000,000,000 Senior Redeemable Fixed-to-Floating Rate Notes due April 23, 2036; (ii) $2,250,000,000 Senior Redeemable Fixed-to-Floating Rate Notes due April 23, 2031; (iii) $2,250,000,000 Senior Redeemable Fixed-to-Floating Rate Notes due April 23, 2029; and (iv) $500,000,000 Senior Redeemable Floating Rate Notes due April 23, 2029 (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; (ii) the opinion of Faegre Drinker Biddle & Reath LLP regarding the Notes; and (iii) a consent of Faegre Drinker Biddle & Reath LLP, as Wells Fargo & Company’s tax counsel.
(d) Exhibits
| Exhibit No. | Description | Location | ||
| 4.1 | Form of Medium-Term Notes, Series W, Senior Redeemable Fixed-to-Floating Rate Notes due April 23, 2036. | Filed herewith | ||
| 4.2 | Form of Medium-Term Notes, Series W, Senior Redeemable Fixed-to-Floating Rate Notes due April 23, 2031. | Filed herewith | ||
| 4.3 | Form of Medium-Term Notes, Series W, Senior Redeemable Fixed-to-Floating Rate Notes due April 23, 2029. | Filed herewith | ||
| 4.4 | Form of Medium-Term Notes, Series W, Senior Redeemable Floating Rate Notes due April 23, 2029. | 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 | ||
| 23.2 | Consent of Faegre Drinker Biddle & Reath LLP. | Filed herewith | ||
| 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: April 23, 2025 |
|
/s/ Bryant Owens | ||||||
| Bryant Owens | ||||||||
| Senior Vice President and Assistant Treasurer | ||||||||