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Wells Fargo (NYSE: WFC) establishes new medium-term note programs

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8-K

Rhea-AI Filing Summary

Wells Fargo & Company filed a current report describing new debt issuance frameworks under its existing shelf registration. The company established a Medium-Term Note Program, Series AA, while its affiliate Wells Fargo Finance LLC set up a Medium-Term Note Program, Series B.

The filing mainly serves to provide the Securities and Exchange Commission with the related distribution agreements and the forms of global master notes for each series. This is an administrative step that prepares Wells Fargo to issue medium-term notes in the future under these programs.

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Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Understanding 8-K Material Events →
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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): February 13, 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

 

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 Nos. 333-292881 and 333-292881-01) filed by Wells Fargo & Company and Wells Fargo Finance LLC with the Securities and Exchange Commission.

 

On February 13, 2026, Wells Fargo & Company established its Medium-Term Note Program, Series AA, and Wells Fargo Finance LLC established its Medium-Term Note Program, Series B. The purpose of this Current Report is to file with the Securities and Exchange Commission the related Distribution Agreements and forms of global master notes approved for each series.

 

(d)       Exhibits

 

Exhibit No.   Description   Location
         
1.1   Series AA Distribution Agreement dated February 13, 2026 between Wells Fargo & Company and the Agent named therein.   Filed herewith
         
1.2   Series B Distribution Agreement dated February 13, 2026 among Wells Fargo Finance LLC, Wells Fargo & Company and the Agent named therein.   Filed herewith
         
4.1   Form of Global Master Note for Medium-Term Notes, Series AA.   Filed herewith
         
4.2   Form of Global Master Note for Medium-Term Notes, Series B.   Filed herewith
         
104   The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.   Filed herewith

 

 

 

 
 

 

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: February 13, 2026   /s/ Bryant Owens
    Bryant Owens
    Senior Vice President and Assistant Treasurer

 

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

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

Wells Fargo reported the establishment of two medium-term note programs. One is Series AA for Wells Fargo & Company and the other is Series B for Wells Fargo Finance LLC, both supported by newly filed distribution agreements and global master note forms.

What is Wells Fargo’s Medium-Term Note Program, Series AA?

Medium-Term Notes, Series AA, are a debt issuance framework for Wells Fargo & Company. The program is supported by a distribution agreement and a form of global master note, which were filed as exhibits to enable future note issuances under the company’s S-3 registration.

What is Wells Fargo Finance LLC’s Medium-Term Note Program, Series B?

Medium-Term Notes, Series B, are a separate debt program for Wells Fargo Finance LLC. The filing includes a distribution agreement among Wells Fargo Finance LLC, Wells Fargo & Company, and an agent, plus a global master note form to support future issuances under the shelf registration.

Which exhibits did Wells Fargo (WFC) include with this 8-K?

The filing includes two distribution agreements for the Series AA and Series B medium-term note programs and two forms of global master notes. It also includes the cover page formatted in Inline XBRL, providing structured data for the SEC and market participants.

How is Wells Fargo’s 8-K linked to its existing S-3 registration?

The exhibits are filed in connection with Wells Fargo’s existing Form S-3 shelf registration statements. These S-3 filings allow Wells Fargo and Wells Fargo Finance LLC to issue securities, and the new distribution agreements and master note forms operationalize medium-term note offerings under that framework.

Does this Wells Fargo 8-K involve changes to its common stock (WFC)?

The 8-K focuses on establishing medium-term note programs and related documentation. It lists Wells Fargo’s common stock and various preferred securities registered on the NYSE, but the described action pertains to debt programs rather than changes to the common stock itself.

Filing Exhibits & Attachments

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