富国银行美股招股说明书(2025-06-05版)

PRICING SUPPLEMENT No. 446 dated June(To Prospectus Supplement dated April 27, 2023and Prospectus datedApril 27, 2023) Wells Fargo & CompanyMedium-Term Notes, Series T$Step-Up Callable NotesNotes dueJune 16, 2030 The notes have a term of 5 years, subject to our right to redeem the notes on the optional redemption dates beginning 1 year after issuance. The notes payinterest semi-annually at a per annum rate that will increase at preset intervals over the term of the notes. However, you should not expect to earn the higherstated interest rates described below because, unless general interest rates rise significantly, the notes are likely to be redeemed. All payments on the notes aresubject to the credit risk of Wells Fargo & Company. If Wells Fargo & Company defaults on its obligations, you could lose some or all of your investment. Semi-annually on the 16thday of each June and December, commencing December 16, 2025, and at stated maturity or earlierredemption.* Listing:The notes will not be listed on any securities exchange or automated quotation system.Denominations:$1,000 and any integral multiples of $1,000CUSIP Number:95001DKT6 *To the extent that we make any change to the expected pricing date or expected issue date, the interest payment dates, the optional redemption dates andstated maturity date may also be changed in our discretion to ensure that the term of the notes remains the same. Investing in the notes involves risks not associated with an investment in conventional debt securities.See “Selected Risk Considerations” on page PRS-3 herein and “Risk Factors” beginning on page S-4 of the accompanying prospectus supplement. The notes are unsecured obligations of Wells Fargo, and all payments on the notes are subject to the credit risk of Wells Fargo.If Wells Fargodefaults on its obligations, you could lose some or all of your investment.The notes are not savings accounts, deposits or other obligations of adepository institution and are not insured by the Federal Deposit Insurance Corporation, the Deposit Insurance Fund or any other governmental Neither the Securities and Exchange Commission nor any state securities commission or other regulatory body has approved or disapproved of thesenotes or passed upon the accuracy or adequacy of this pricing supplement or the accompanying prospectus supplement and prospectus. Anyrepresentation to the contrary is a criminal offense. (1)The original offering price for an eligible institutional investor and an investor purchasing the notes in a fee-based advisory account will vary based on then-currentmarket conditions and the negotiated price determined at the time of each sale; provided, however, the original offering price for such investors will not be less than$985.00 per note and will not be more than $1,000 per note. The original offering price for such investors reflects a foregone selling concession with respect to such sales as described in footnote (2) below.(2)The agent will receive an agent discount of up to $15.00 per note, and from such agent discount will allow selected dealers a selling concession of up to $15.00 per note depending on market conditions that are relevant to the value of the notes at the time an order to purchase the notes is submitted to the agent. Dealers who purchase thenotes for sales to eligible institutional investors and fee-based advisory accounts may forgo some or all selling concessions. The per note agent discount in the table aboverepresents the maximum agent discount payable per note. See “Supplemental Plan of Distribution (Conflicts of Interest)” in the prospectus supplement for furtherinformation including information regarding how we may hedge our obligations under the notes and offering expenses. Wells Fargo Securities, LLC, a wholly owned Wells Fargo Securities ADDITIONAL INFORMATION ABOUT THE ISSUER AND THE NOTES The notes are senior unsecured debt securities of Wells Fargo & Company and are part of aseries entitled “Medium-Term Notes, Series T.” The paying agent and security registrar for All payments on the notes are subject to the credit risk of Wells Fargo. You should read this pricing supplement together with the prospectus supplement dated April27, 2023 and the prospectus dated April 27, 2023 for additional information about the notes.To the extent that disclosure in this pricing supplement is inconsistent with the disclosure inthe prospectus supplement or prospectus, the disclosure in this pricing supplement will You may access the prospectus supplement and prospectus on the SEC websiteiwww.sec.govas follows (or if such address has changed, by reviewing our filings for the relevant date onthe SEC website): Prospectus Supplement dated April 27, 2023:https://www.sec.gov/Archives/edgar/data/72971/000183988223010804/seriest-424b2_042723.htm INVESTOR CONSIDERATIONS The notes are not appropriate for all investors. The notes may be an appropriate investmentfor investors who: ■seek a fixed inc