Wells Fargo (NYSE: WFC) sells Series Y senior medium-term notes

Wells Fargo (NYSE: WFC) sells Series Y senior medium-term notes

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What new notes did Wells Fargo (WFC) issue in this filing?

How much of the Wells Fargo Series Y notes are due in 2029?

What longer-dated Series Y notes did Wells Fargo (WFC) issue?

Under which registration statement were Wells Fargo’s Series Y notes issued?

What legal documents accompany the Wells Fargo Series Y notes?

What is the main purpose of this Wells Fargo (WFC) 8-K?

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8-K

Wells Fargo & Company reported issuing new Medium-Term Notes, Series Y, under its shelf Registration Statement on Form S-3. The bank sold $2,250,000,000 of Senior Redeemable Fixed-to-Floating Rate Notes due May 20, 2029 and $500,000,000 of Senior Redeemable Floating Rate Notes due the same date.

It also issued $3,250,000,000 of Senior Redeemable Fixed-to-Floating Rate Notes due May 20, 2032. The filing mainly places into the record the forms of these notes and a legal opinion from Faegre Drinker Biddle & Reath LLP confirming the validity of the securities.

Wells Fargo adds longer-term funding through multi-tranche Medium-Term Notes.

Wells Fargo & Company issued several Series Y Medium-Term Notes with maturities in 2029 and 2032. These senior redeemable notes expand the bank’s term funding, complementing deposits and other wholesale borrowing in its liability structure.

The mix of fixed-to-floating and floating-rate structures lets the bank balance interest-rate risk while matching investor demand. Because these are senior obligations, they sit above subordinated instruments but below secured liabilities in the capital stack.

The filing also records the note forms and a legal opinion from Faegre Drinker Biddle & Reath LLP, indicating the securities are properly authorized and valid. Future regulatory filings and financial statements will show how this additional term debt interacts with overall funding costs and net interest income.

Item 9.01 — Financial Statements and Exhibits

1 item

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Fixed-to-floating notes 2029: $2,250,000,000 Floating-rate notes 2029: $500,000,000 Fixed-to-floating notes 2032: $3,250,000,000 +1 more

4 metrics

Fixed-to-floating notes 2029 $2,250,000,000 Senior Redeemable Fixed-to-Floating Rate Notes due May 20, 2029

Floating-rate notes 2029 $500,000,000 Senior Redeemable Floating Rate Notes due May 20, 2029

Fixed-to-floating notes 2032 $3,250,000,000 Senior Redeemable Fixed-to-Floating Rate Notes due May 20, 2032

Shelf registration file number 333-287868 Registration Statement on Form S-3 for Wells Fargo & Company

Medium-Term Notes, Series Y, Senior Redeemable Fixed-to-Floating Rate Notes, Senior Redeemable Floating Rate Notes, Registration Statement on Form S-3, +1 more

5 terms

Medium-Term Notes, Series Y financial

"On May 20, 2026, the Company issued the following Medium-Term Notes, Series Y"

Senior Redeemable Fixed-to-Floating Rate Notes financial

"$2,250,000,000 Senior Redeemable Fixed-to-Floating Rate Notes due May 20, 2029"

Senior Redeemable Floating Rate Notes financial

"$500,000,000 Senior Redeemable Floating Rate Notes due May 20, 2029"

Registration Statement on Form S-3 regulatory

"in connection with the Registration Statement on Form S-3 (File No. 333-287868)"

A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.

Opinion of Faegre Drinker Biddle & Reath LLP regulatory

"the opinion of Faegre Drinker Biddle & Reath LLP regarding the Notes"

Understanding 8-K Material Events →

05/20/2026 - 05:05 PM

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): May 20, 2026

WELLS FARGO & COMPANY

(Exact name of registrant as specified in its charter)

Delaware

001-02979

No. 41-0449260

(State or other jurisdiction

of incorporation)

(Commission File

Number)

(IRS Employer

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

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 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 May 20, 2026, the Company issued the following Medium-Term Notes, Series Y: (i) $2,250,000,000 Senior Redeemable Fixed-to-Floating Rate Notes due May 20, 2029; (ii) $500,000,000 Senior Redeemable Floating Rate Notes due May 20, 2029; and (iii) $3,250,000,000 Senior Redeemable Fixed-to-Floating Rate Notes due May 20, 2032 (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 Fixed-to-Floating Rate Notes due May 20, 2029.	Filed herewith

4.2	Form of Medium-Term Notes, Series Y, Senior Redeemable Floating Rate Notes due May 20, 2029.	Filed herewith

4.3	Form of Medium-Term Notes, Series Y, Senior Redeemable Fixed-to-Floating Rate Notes due May 20, 2032.	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

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.

Source: View Original Filing on SEC EDGAR

Wells Fargo issued new Series Y Medium-Term Notes, including senior redeemable fixed-to-floating and floating-rate tranches. These notes provide additional term funding and are documented here with their legal forms and supporting counsel opinion.

Wells Fargo issued $2,250,000,000 of Senior Redeemable Fixed-to-Floating Rate Notes due May 20, 2029 and $500,000,000 of Senior Redeemable Floating Rate Notes due the same date. Together, they form the 2029-dated portion of the Series Y program.

Wells Fargo issued $3,250,000,000 of Senior Redeemable Fixed-to-Floating Rate Notes due May 20, 2032. These longer-dated notes extend the bank’s term funding profile beyond the 2029 tranches issued on the same day.

The Series Y Medium-Term Notes were issued under Wells Fargo’s Registration Statement on Form S-3, File No. 333-287868. This shelf registration allows the company to offer various securities, including these notes, on a streamlined basis.

The filing includes the forms of each Series Y Medium-Term Note and a legal opinion from Faegre Drinker Biddle & Reath LLP. A related consent from the firm is also included, supporting the validity and authorization of the issued notes.

The 8-K primarily serves to file exhibits related to newly issued Series Y Medium-Term Notes. It places the note forms, the legal opinion, and related consent on record following the issuance of senior redeemable notes maturing in 2029 and 2032.

8 documents

WELLS FARGO & COMPANY

DATED: May 20, 2026

/s/ Scott Knoblach

Scott Knoblach

Senior Vice President and Assistant Treasurer