Item 5.04. Temporary Suspension of Trading Under Registrant's Employee Benefit
On November 16, 2020, Wells Fargo & Company ("Wells Fargo") received a notice
from the administrator of the Wells Fargo & Company 401(k) Plan (the "Plan") as
required by Section 101(i)(2)(E) of the Employment Retirement Income Security
Act of 1974, as amended, regarding an upcoming blackout period under the Plan.
The purpose of the blackout period is to facilitate the transition (the
"Transition") to the Plan's new record-keeper and to the Plan's new trustee, in
each case effective January 1, 2021.
The blackout period is expected to begin at 3:00 p.m. Central Time on December
22, 2020 and is expected to end the week of January 10, 2021. A staggered
blackout approach is being used in connection with the Transition. Beginning at
3:00 p.m. Central Time on December 22, 2020, participants in the Plan will be
subject to restrictions on certain paper-based transactions in their accounts,
including restrictions on distributions, withdrawals, rollover requests, and
certain loan requests. Beginning at 3:00 p.m., Central Time, on December 28,
2020, participants in the Plan will be unable to direct or diversify
investments, request general purpose loans, make contribution rate changes,
check their account balance, change investment elections for future
contributions, make beneficiary designations, or request withdrawals or
distributions, among other restrictions. Loan repayments will continue to be
accepted if received before 3:00 p.m., Central Time, on December 31, 2020.
Notice of the blackout period (the "Blackout Notice") was mailed to all
participants and beneficiaries under the Plan commencing on November 9, 2020. A
copy of the Blackout Notice is attached as Exhibit 99.1 to this report and is
incorporated by reference into this Item 5.04.
Because the Plan includes Wells Fargo common stock held in the Wells Fargo ESOP
Fund as an investment option, on November 19, 2020, in accordance with Section
306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of U.S. Securities and
Exchange Commission Regulation BTR, Wells Fargo sent a separate notice (the
"Insider Notice") to its directors and executive officers informing them that
during the blackout period, they would generally be prohibited from directly or
indirectly purchasing, selling, or otherwise acquiring or transferring Wells
Fargo common stock or any other equity security or derivative securities of
Wells Fargo acquired in connection with their service as a director of Wells
Fargo or their employment as an executive officer of Wells Fargo. A copy of the
Insider Notice is attached as Exhibit 99.2 to this report and is incorporated by
reference into this Item 5.04.
During the blackout period and for a period of two years after the end date
thereof, a security holder or other interested person may obtain, without
charge, information regarding the blackout period, including the actual end date
of the blackout period, by contacting Dee Dee Holland at Wells Fargo & Company,
Human Resources, 11625 North Community House Road, BR3 Floor, Charlotte, NC
28277 or by telephone at 877-479-3557, option 1,1,1.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description Location
99.1 Notice of Blackout Period sent to Participants in Filed herewith
the Wells Fargo & Company 401(k) Plan
99.2 Notice of Blackout Period sent to Directors and Filed herewith
Officers of Wells Fargo & Company
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