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): January 24, 2018

 

 

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, California 94104

(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))

 

  ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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. 333-221324) filed by Wells Fargo & Company with the Securities and Exchange Commission.

On January 24, 2018, Wells Fargo & Company established a Medium-Term Note Program, Series S, and a Medium-Term Note Program, Series T. The purpose of this Current Report is to file with the Securities and Exchange Commission the related Distribution Agreements and a consent of Davis Polk & Wardwell LLP, Wells Fargo & Company’s special tax counsel, regarding the Medium-Term Note Programs, Series S and Series T.

 

  (d)

Exhibits

 

Exhibit No.

   

Description

   

Location

1.1    Series S Distribution Agreement dated January 24, 2018 between Wells Fargo & Company and the Agent named therein.    Filed herewith
1.2    Series T Distribution Agreement dated January 24, 2018 between Wells Fargo & Company and the Agent named therein.    Filed herewith
23.1    Consent of Davis Polk & Wardwell LLP.    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: January 24, 2018       /s/ Neal A. Blinde
      Neal A. Blinde
      Executive Vice President and Treasurer

 

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