Wells Fargo (WFC) issues new Series Y senior notes across 2030–2047

Rhea-AI Filing Summary

Wells Fargo & Company filed a current report to document the issuance of four tranches of Medium-Term Notes, Series Y, under its existing shelf Registration Statement on Form S-3. On January 23, 2026, the company issued $500,000,000 of Senior Redeemable Floating Rate Notes due January 23, 2030, $2,000,000,000 of Senior Redeemable Fixed-to-Floating Rate Notes due January 23, 2030, $3,500,000,000 of Senior Redeemable Fixed-to-Floating Rate Notes due January 23, 2037, and $2,000,000,000 of Senior Redeemable Fixed-to-Floating Rate Notes due January 23, 2047. The filing primarily serves to place on record the forms of the Notes and a legal opinion from Faegre Drinker Biddle & Reath LLP regarding the validity of these securities, along with the related consent and technical exhibit materials.

Insights

Debt capital markets analyst

Wells Fargo documents multiple long-dated senior note issuances through an administrative 8-K.

Wells Fargo & Company details four Medium-Term Notes, Series Y, issued on January 23, 2026, all structured as senior redeemable instruments. The tranches span maturities in 2030, 2037, and 2047, with a mix of floating-rate and fixed-to-floating-rate coupons, which helps align funding across different points on the yield curve.

The report itself is largely administrative, tying these issuances to an existing Form S-3 (File No. 333-287868) and filing standardized note forms and a legal opinion. The inclusion of an opinion and consent from Faegre Drinker Biddle & Reath LLP is standard practice to support the validity of the Notes for securities law purposes.

Future company filings may provide additional context on how these specific tranches fit into overall funding strategy, such as refinancing, liquidity management, or general corporate purposes, but that detail is not included in this disclosure.

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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): January 23, 2026

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.)

333 Market Street, San Francisco, California 94105

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: 415-371-2921

420 Montgomery Street, San Francisco, California 94104

(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. 333-287868) filed by Wells Fargo & Company (the “Company”) with the Securities and Exchange Commission (the “SEC”).

On January 23, 2026, the Company issued the following Medium-Term Notes, Series Y: (i) $500,000,000 Senior Redeemable Floating Rate Notes due January 23, 2030; (ii) $2,000,000,000 Senior Redeemable Fixed-to-Floating Rate Notes due January 23, 2030; (iii) $3,500,000,000 Senior Redeemable Fixed-to-Floating Rate Notes due January 23, 2037; and (iv) $2,000,000,000 Senior Redeemable Fixed-to-Floating Rate Notes due January 23, 2047 (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 Y, Senior Redeemable Floating Rate Notes due January 23, 2030.		Filed herewith
4.2		Form of Medium-Term Notes, Series Y, Senior Redeemable Fixed-to-Floating Rate Notes due January 23, 2030.		Filed herewith
4.3		Form of Medium-Term Notes, Series Y, Senior Redeemable Fixed-to-Floating Rate Notes due January 23, 2037.		Filed herewith
4.4		Form of Medium-Term Notes, Series Y, Senior Redeemable Fixed-to-Floating Rate Notes due January 23, 2047.		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 23, 2026		/s/ Bryant Owens
		Bryant Owens
		Senior Vice President and Assistant Treasurer

FAQ

What did Wells Fargo (WFC) disclose in this 8-K filing?

The filing describes that Wells Fargo & Company issued four tranches of Medium-Term Notes, Series Y, on January 23, 2026 and is filing the related note forms and a legal opinion as exhibits under its Form S-3 shelf registration.

What Medium-Term Notes, Series Y, did Wells Fargo (WFC) issue on January 23, 2026?

Wells Fargo issued $500,000,000 Senior Redeemable Floating Rate Notes due January 23, 2030, $2,000,000,000 Senior Redeemable Fixed-to-Floating Rate Notes due January 23, 2030, $3,500,000,000 Senior Redeemable Fixed-to-Floating Rate Notes due January 23, 2037, and $2,000,000,000 Senior Redeemable Fixed-to-Floating Rate Notes due January 23, 2047.

Under which registration statement were the new Wells Fargo notes issued?

The notes were issued in connection with Wells Fargo & Company’s Registration Statement on Form S-3 (File No. 333-287868) filed with the SEC.

What is the main purpose of this Wells Fargo (WFC) 8-K related to the Medium-Term Notes?

The main purpose is to file with the SEC the forms of the Series Y Medium-Term Notes for each tranche and the legal opinion of Faegre Drinker Biddle & Reath LLP regarding the Notes, together with the associated consent and technical exhibits.

Which legal firm provided the opinion on the new Wells Fargo Medium-Term Notes?

Faegre Drinker Biddle & Reath LLP provided the legal opinion regarding the Notes, which is filed as Exhibit 5.1 along with its consent as Exhibit 23.1.

What exhibits are included with the Wells Fargo (WFC) 8-K about the Series Y notes?

Exhibits include the forms of Medium-Term Notes, Series Y for each tranche (Exhibits 4.1–4.4), the opinion of Faegre Drinker Biddle & Reath LLP regarding the Notes (Exhibit 5.1), the related consent (Exhibit 23.1), and the Inline XBRL cover page (Exhibit 104).