Financial Statements - Form 8-K

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): August 15, 2022

WELLS FARGO & COMPANY

(Exact name of registrant as specified in its charter)

Delaware		001-2979		No. 41-0449260
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

420 Montgomery Street, San Francisco, California94104

(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))

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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 No. 333-236148)filed by Wells Fargo & Company (the "Company") with the Securities and Exchange Commission (the "SEC").

On August 15, 2022, the Company issued its Medium-Term Notes, Series U, $2,000,000,000 Senior Redeemable Fixed-to-FloatingRate Notes due August 15, 2026 (the "Notes").

The purpose of this Current Report is to file with the SEC the following documents: (i) the form of Note related to the 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 U, Senior Redeemable Fixed-to-Floating Rate Notes due August 15, 2026.		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

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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: August 15, 2022				/s/ Bryant Owens
			Bryant Owens
			Senior Vice President and Assistant Treasurer