WFCNP files documentation for $1.75B 2036 and $750M 2029 notes

Rhea-AI Filing Summary

Wells Fargo & Company filed a Current Report disclosing the form documents and related legal opinion for a set of medium-term notes designated Series Y. The filing lists three note types: a Fixed-to-Floating Rate Note due September 15, 2029, a $750,000,000 Senior Redeemable Floating Rate Note due September 15, 2029, and a $1,750,000,000 Senior Redeemable Fixed-to-Floating Rate Note due September 15, 2036. The exhibits include the forms of the three notes, an opinion and consent from Faegre Drinker Biddle & Reath LLP, and the cover page in Inline XBRL. The filing provides document forms and legal clearance but does not disclose pricing, final issuance amounts for the first 2029 note, or use of proceeds.

Positive

• Multiple note structures (fixed-to-floating and floating) give financing flexibility
• Material par amounts disclosed for two series: $750,000,000 and $1,750,000,000
• Legal opinion and consent from Faegre Drinker Biddle & Reath LLP included, supporting enforceability of documentation

Negative

• Missing principal amount for the first Fixed-to-Floating Note due September 15, 2029, limiting assessment of total issuance size
• No pricing, coupon, or covenant details are provided, so investor impact on interest costs is unclear
• Filing states forms only; it does not confirm completed issuance or use of proceeds

Insights

Debt Capital Markets Counsel

TL;DR: The filing supplies note documentation and a law firm opinion needed to issue Series Y notes.

The filing lists standard issuance documents: forms of three Series Y medium-term notes and an opinion and consent from Faegre Drinker Biddle & Reath LLP, which is customary before offering debt to ensure enforceability and regulatory conformity. The presence of both fixed-to-floating and floating structures gives flexibility to align investor demand and hedge strategies.

Dependencies and risks center on final offering terms that are not provided here; investors should expect pricing, final principal amounts, and covenants to appear in subsequent notices if and when the securities are launched.

Fixed-Income Analyst

TL;DR: The documents show planned maturities and at least $2.5B of identified par across two notes, but full issuance detail is incomplete.

The filing identifies a September 15, 2029 maturity for two 2029 note structures and a longer-dated September 15, 2036 note, including explicit par amounts for the $750,000,000 and $1,750,000,000 series. That mix suggests an approach to stagger interest-rate and maturity exposure across near- and long-term debt.

Absent here are coupon rates, aggregate issuance for the first 2029 fixed-to-floating series, and pricing; those items materially affect interest expense and refinancing needs and should appear in future disclosures if the notes are issued.

WELLS FARGO & COMPANY/MN 0000072971 false 0000072971 2025-09-15 2025-09-15 0000072971 dei:FormerAddressMember 2025-09-15 2025-09-15 0000072971 us-gaap:CommonStockMember 2025-09-15 2025-09-15 0000072971 wfc:A7.5NonCumulativePerpetualConvertibleClassAPreferredStockSeriesLMember 2025-09-15 2025-09-15 0000072971 wfc:NonCumulativePerpetualClassAPreferredStockSeriesYMember 2025-09-15 2025-09-15 0000072971 wfc:NonCumulativePerpetualClassAPreferredStockSeriesZMember 2025-09-15 2025-09-15 0000072971 wfc:NonCumulativePerpetualClassAPreferredStockSeriesAAMember 2025-09-15 2025-09-15 0000072971 wfc:NonCumulativePerpetualClassAPreferredStockSeriesCCMember 2025-09-15 2025-09-15 0000072971 wfc:NonCumulativePerpetualClassAPreferredStockSeriesDDMember 2025-09-15 2025-09-15 0000072971 wfc:GuaranteeofMediumTermNotesSeriesAdueOctober302028ofWellsFargoFinanceLLCMember 2025-09-15 2025-09-15

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): September 15, 2025

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

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 September 15, 2025, the Company issued the following Medium-Term Notes, Series Y: (i) $1,500,000,000 Senior Redeemable Fixed-to-Floating Rate Notes due September 15, 2029; (ii) $750,000,000 Senior Redeemable Floating Rate Notes due September 15, 2029; and (iii) $1,750,000,000 Senior Redeemable Fixed-to-Floating Rate Notes due September 15, 2036 (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 September 15, 2029.		Filed herewith
4.2		Form of Medium-Term Notes, Series Y, Senior Redeemable Floating Rate Notes due September 15, 2029.		Filed herewith
4.3		Form of Medium-Term Notes, Series Y, Senior Redeemable Fixed-to-Floating Rate Notes due September 15, 2036.		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: September 15, 2025		/s/ Bryant Owens
		Bryant Owens
		Senior Vice President and Assistant Treasurer

FAQ

What notes did Wells Fargo (WFCNP) file forms for in this 8-K?

The filing lists forms for three Series Y notes: a Fixed-to-Floating Rate Note due September 15, 2029, a $750,000,000 Senior Redeemable Floating Rate Note due September 15, 2029, and a $1,750,000,000 Senior Redeemable Fixed-to-Floating Rate Note due September 15, 2036.

Does the filing confirm the final issuance amounts for all Series Y notes?

No. The filing discloses principal amounts for two series ($750,000,000 and $1,750,000,000) but does not state a principal amount for the first Fixed-to-Floating Note due September 15, 2029.

Are coupon rates or pricing details included in the 8-K?

No. The document provides the note forms and legal opinion but does not disclose coupon rates, offering yields, or final pricing.

Which law firm provided the opinion and consent for the notes?

Faegre Drinker Biddle & Reath LLP provided the opinion and consent included as exhibits to the filing.

Do the exhibits include machine-readable cover data?

Yes. The filing includes the cover page formatted in Inline XBRL as an exhibit.