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富国银行美股招股说明书(2025-05-08版)

2025-05-08 美股招股说明书 Silent
报告封面

Subject To Completion, dated May 8, 2025 PRICING SUPPLEMENT No. 435 dated May(To Prospectus Supplement dated April 27, 2023and Prospectus datedApril 27, 2023) Wells Fargo & CompanyMedium-Term Notes, Series T$Fixed Rate Callable NotesNotes dueMay 22, 2032 The notes have a term of 7 years, subject to our right to redeem the notes on the optional redemption dates beginning 2 years after issuance. The notes payinterest semi-annually at a fixed per annum rate, as set forth below. All payments on the notes are subject to the credit risk of Wells Fargo & Company. IfWells Fargo & Company defaults on its obligations, you could lose some or all of your investment. The notes will not be listed on any exchange and are $1,000 per note; provided that the original offering price for an eligible institutional investor and an investor purchasing the notes in afee-based advisory account will vary but will not be less than $982.50 per note and will not be more than $1,000 per note.Because theoriginal offering price for eligible institutional investors and investors purchasing the notes in a fee-based advisory accountwill vary as described in footnote (1) below, the price such investors pay for the notes may be higher than the prices paid byother eligible institutional investors or investors in fee-based advisory accounts based on then-current market conditions and $1,000 per note. References in this pricing supplement to a “note” are to a note with a principal amount of $1,000.May 20, 2025.* May 22, 2032.* The notes are subject to redemption by Wells Fargo prior to the stated maturity date as set forth below under “OptionalRedemption.” The notes are not subject to repayment at the option of any holder of the notes prior to the stated maturity date.Unless redeemed prior to stated maturity by Wells Fargo, a holder will be entitled to receive on the stated maturity date a cash paymentin U.S. dollars equal to $1,000 per note, plus any accrued and unpaid interest. Semi-annually on the 22ndday of each May and November, commencing November 22, 2025, and at stated maturity or earlierredemption.* With respect to an interest payment date, the period from, and including, the immediately preceding interest payment date (or, in thecase of the first interest period, the issue date) to, but excluding, that interest payment date.5.20% per annum. See “Description of Notes—Interest and Principal Payments” and “—Fixed Rate Notes” in the prospectus *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 governmentalagency. (2)The agent will receive an agent discount of up to $17.50 per note, and from such agent discount will allow selected dealers a selling concession of up to $17.50 per notedepending 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 prospec