富国银行美股招股说明书(2026-01-16版)

WELLS FARGO& COMPANY Medium-Term Notes, Series YSenior Redeemable Floating Rate Notes You should read the more detailed description of the notes provided under “Description of Notes” in the accompanying prospectussupplement and “Description of Debt Securities” in the accompanying prospectus, as supplemented by this pricing supplement. Thenotes are unsecured obligations of Wells Fargo& Company (the “Company”), and all payments on the notes are subject to the creditrisk of the Company. If the Company defaults on its obligations, you could lose some or all of your investment. The notes are notsavings accounts, deposits or other obligations of any bank or nonbank subsidiary of the Company and are not insured by the Federal Aggregate Principal AmountOffered: $500,000,000 Trade Date: Original Issue Date: January23, 2030; on the stated maturity date, the holders of the notes will be entitled toreceive a cash payment in U.S. dollars equal to 100% of the principal amount of the notes Stated Maturity Date: Price to Public (Issue Price): Agent Discount(Gross Spread): All-in Price (Net ofAgent Discount): Net Proceeds: Base Rate: Spread: References to the Calculation Agent shall mean Wells Fargo Securities, LLC, an affiliate of theCompany, acting in its capacity as Calculation Agent, and its successors and assigns or any othercalculation agent appointed by the Company. $435,500,000 To the extent any Agent that is not a U.S. registered broker-dealer intends to effect any offers orsales of any notes in the United States, it will do so through one or more U.S. registered broker- Tax considerations are discussed under “United States Federal Income Tax Considerations” in theaccompanying prospectus. Risk Factors See “Risk Factors” in the accompanying prospectus for risk factors regarding the notes, including, in particular, the risk factorsappearing under the heading “Risks Relating To SOFR, Compounded SOFR And A Benchmark Replacement” and “Risks Relating To Our Sales Restrictions Prohibition of Sales to United Kingdom Retail Investors The notes are not intended to be offered, sold or otherwise made available to, and should not be offered, sold or otherwise made available to, anyretail investor in the United Kingdom. For these purposes: (a)the expression “retail investor” means a person who is one (or more) of the following: (i)a retail client as defined in point (8)of Article 2 of Regulation (EU) 2017/565 as it forms part of assimilated law by virtue of theEuropean Union (Withdrawal) Act 2018 (as amended, and together with any statutory instruments made in exercise of the powersconferred by such Act, the “EUWA”); or(ii)a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the “FSMA”) and anyrules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as aprofessional client as defined in point (8)of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of assimilated law by Consequently, no key information document required by the EU PRIIPs Regulation (as defined in the accompanying prospectus) as it forms partof assimilated law by virtue of the EUWA (as amended, the “UK PRIIPs Regulation”) for offering or selling packaged retail and insurance-basedinvestment products or otherwise making them available to retail investors in the United Kingdom has been prepared, and therefore offering or selling References in this section titled “Prohibition of Sales to United Kingdom Retail Investors” to United Kingdom legislation include any successorlegislation to that legislation. Notice to Prospective Investors in the United Kingdom This pricing supplement and the accompanying prospectus supplement and prospectus (including any amendments thereto) have been prepared onthe basis that any offer of notes in the United Kingdom will be made pursuant to (as applicable) an (i)exemption under the UK Prospectus Regulationfrom the requirement to publish a prospectus for offers of notes or (ii)an exemption from the prohibition on offers to the public under the POATR. For accompanying document is a prospectus for the purposes of the UK Prospectus Regulation or the POATR (as applicable). In the United Kingdom, this pricing supplement and the accompanying prospectus supplement and prospectus (including any amendments thereto)are being distributed only to, and are directed only at, “non-retail investors” (being persons who are not “retail investors” as defined in the section abovetitled “Prohibition of Sales to United Kingdom Retail Investors”) who are also (i)persons having professional experience in matters relating toinvestments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (FinancialPromotion) Order 2005 (as amended, the “Order”), (ii)high net worth bodies corporate, unincorporated associations and partnerships and trustees o