Wells Fargo & Company and its subsidiary Wells Fargo Finance LLC have launched new series under their Medium-Term Note (MTN) programs, expanding their debt issuance capacity. These announcements relate to the establishment of Series AA notes by Wells Fargo & Company and Series B notes by Wells Fargo Finance LLC, marking a strategic move to tap into the debt capital markets through structured note offerings.
The new MTN series provide Wells Fargo with additional flexibility to raise funds under a shelf registration that allows up to $15 billion in aggregate securities issuance. This step is part of the company’s ongoing efforts to manage its capital structure and funding sources efficiently.
Key details:
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New Medium-Term Note Series Established:
- Wells Fargo & Company created the Series AA Medium-Term Notes.
- Wells Fargo Finance LLC established the Series B Medium-Term Notes.
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Issuance Framework:
- Both series are issued under existing shelf registration statements, which permit Wells Fargo to offer up to $15 billion in securities.
- The notes will be issued pursuant to indentures with Computershare, N.A. acting as trustee.
- Each series is evidenced by a global master note, facilitating efficient issuance and transfer.
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Distribution Agreements:
- Wells Fargo & Company entered into a Distribution Agreement with agents to sell Series AA notes either directly to investors or through agents acting as principals.
- Wells Fargo Finance LLC similarly entered into a Distribution Agreement for the Series B notes, involving Wells Fargo & Company and designated agents.
- These agreements outline the terms under which the notes will be marketed and sold.
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Registration and Prospectus Supplements:
- The notes are registered under a Form S-3 shelf registration statement declared effective by the SEC.
- Wells Fargo filed prospectus supplements dated February 13, 2026, detailing the terms of the new note series.
- The shelf registration and supplements allow for ongoing offerings of these notes as market conditions warrant.
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Note Characteristics:
- While specific terms such as maturity, interest rates, or call features are not detailed in this announcement, the notes are structured as Medium-Term Notes, typically offering maturities ranging from one to ten years or more.
- The notes are non-cumulative and perpetual preferred stock depositary shares for other series, but the new Series AA and B notes are debt instruments under the MTN program.
Implications for investors:
- The establishment of these new MTN series enhances Wells Fargo’s ability to raise debt capital flexibly and efficiently, supporting liquidity and funding needs.
- Investors gain access to newly issued debt securities from a major financial institution, potentially offering attractive yields depending on market conditions and note terms.
- The use of global master notes and distribution agreements indicates a streamlined process for issuance and secondary market trading.
- The $15 billion shelf registration capacity signals Wells Fargo’s readiness to issue additional debt securities beyond these series, which may affect the company’s overall debt profile and capital costs over time.
Overall, these developments reflect Wells Fargo’s ongoing capital management strategy, leveraging its MTN programs to maintain diversified funding sources and meet its financial obligations.