富国银行美股招股说明书(2025-05-21版)

Wells Fargo & Company (“Wells Fargo”)$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 $980.00 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 andthe negotiated price determined at the time of each sale.$1,000 per note. References in this pricing supplement to a “note” are to a note with a principal amount of $1,000. Redemption.” 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.Interest Payment Dates:Semi-annually on the 5thday of each June and December, commencing December 5, 2025, and at stated maturity or earlierredemption.* ADDITIONAL INFORMATION ABOUT THE ISSUER AND THE NOTES The notes are senior unsecured debt securities of Wells Fargo & Company and are part of a series entitled “Medium-Term Notes, Series T.” The paying agent and security registrar forthe notes is Computershare Trust Company, N.A. 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. 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 on the SEC website):Prospectus Supplement dated April 27, 2023:https://www.sec.gov/Archives/edgar/data/72971/000183988223010804/seriest-424b2_042 https://www.sec.gov/Archives/edgar/data/72971/000183988223010799/wf_424b2-0427.ht Risks Relating To The Notes Generally Interest rates may change significantly over the term of the notes, and it is impossible topredict what interest rates will be at any point in the future. The interest rate payable on thenotes may be more or less than prevailing market interest rates at any time during the term ofthe notes. As a result, the amount of interest you receive on the notes may be less than the The Per Annum Interest Rate Will Affect Our Decision To Redeem The Notes.It is more likely that we will redeem the notes prior to the stated maturity date during periods when the remaining interest is to accrue on the notes at a rate that is greater than that whichwe would pay on a conventional fixed-rate non-redeemable note of comparable maturity. Ifwe redeem the notes prior to the stated maturity date, you may not be able to invest in othernotes that yield as much interest as the notes.An Investment In The Notes May Be More Risky Than An Investment In Notes With AShorter Term. that we will redeem your notes will decrease and the interest rate payable on the notes may beless than the amount of interest you could earn on other investments available at such time. Inaddition, if you tried to sell your notes at such time, the value of your notes in any secondarymarket transaction would also be adversely affected. Holders Of The Notes Have Limited Rights Of Acceleration.Holders Of The Notes Could Be At Greater Risk For Being Structurally Subordinated IfWe Convey, Transfer Or Lease All Or Substantially All Of Our Assets To One Or MoreOf Our Subsidiaries. The Notes Are Subject To The Credit Risk Of Wells Fargo.The notes are our obligations and are not, either directly or indirectly, an obligation of anythird party. Any amounts payable under the notes are subject to our creditworthiness. As aresult, our actual and perceived creditworthiness may affect the value of the notes and, in the Risks Relating To The Value Of The Notes And Any Secondary MarketThe Agent Discount, Offering Expenses And Certain Hedging Costs Are Likely To which you may be able to sell the notes will likely be lower than the original offering price.The original offering price includes, and any price quoted to you is likely to exclude, the agent discount paid in connection with the initial distribution, offering expenses and theprojected profit that our hedge counterparty (which may be one of our affiliates) expects torealize in consideration for assuming the risks inherent in hedging our obligations under thenotes. In addition, any such price is also likely to reflect dealer discounts, mark-ups and other buyer may be willing to buy your notes will also be affected by the interest rate provided bythe notes and by the market and other condit