Current Report Filing (8-k)
18 October 2022 - 5:09AM
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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): October
17, 2022
WELLS FARGO & COMPANY
(Exact name of registrant as specified in its charter)
Delaware |
001-02979 |
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 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 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 Nos. 333-221324 and 333-221324-01) filed by Wells Fargo &
Company (the “Company”) and Wells Fargo Finance LLC (“WFF”) with the Securities and Exchange Commission.
The purpose of this Current
Report is to file with the Securities and Exchange Commission the opinion of Davis Polk & Wardwell LLP related to the Company’s
Medium-Term Notes, Series T (the “Company Notes”), WFF’s Medium-Term Notes, Series A (the “WFF Notes”
and. together with the Company Notes, the “Notes”) and the related guarantees of the WFF Notes by the Company, as
well as the consent of Davis Polk & Wardwell LLP in relation to the filing of such opinion and references to Davis Polk & Wardwell
LLP and opinions of Davis Polk & Wardwell LLP to be contained in pricing supplements relating to the offer and sale of the Notes
and such guarantees.
(d) Exhibits
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 |
|
|
|
|
|
|
|
|
/s/ Bryant Owens |
DATED: October 17, 2022 |
|
Bryant Owens |
|
|
Senior Vice President and Assistant Treasurer |
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