富国银行美股招股说明书(2025-06-05版)

Subject To Completion, dated June 4, 2025PRICING SUPPLEMENT No. 446 dated June, 2025(To Prospectus Supplement dated April 27, 2023and Prospectus datedApril 27, 2023)Wells Fargo & Company Medium-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.The notes will not be listed on any exchange and are designed to be held to maturity. Terms of the Notes Wells Fargo & Company (“Wells Fargo”) Issuer:Original Offering Price: $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 $985.00 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. Principal Amount:Pricing Date:Issue Date:Stated Maturity Date: June 12, 2025.* June 16, 2025.* June 16, 2030.* 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 payment in U.S. dollars equal to $1,000 per note, plus any accrued and unpaid interest. Payment at Maturity: Interest Payment Dates: Semi-annually on the 16thday of each June and December, commencing December 16, 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 the Interest Period: case of the first interest period, the issue date) to, but excluding, that interest payment date. Interest Rate: The per annum interest rate that will apply during the interest periods are as follows:Commencing June 16, 2025 and ending June 15, 20274.80%Commencing June 16, 2027 and ending June 15, 20295.00%Commencing June 16, 2029 and ending June 15, 20305.50%See “Description of Notes—Interest and Principal Payments” and “—Fixed Rate Notes” in the prospectus supplement for a discussion of the manner in which interest on the notes will be calculated, accrued and paid.The notes are redeemable by Wells Fargo, in whole but not in part, on the optional redemption dates, at 100% of their principal amount plus accrued and unpaid interest to, but excluding, the redemption date. Any redemption may be subject to prior regulatory approval.Wells Fargo will give notice to the holders of the notes at least 5 days and not more than 30 days prior to the date fixed for redemptionin the manner described in the accompanying prospectus supplement under “Description of Notes—Redemption and Repayment.” Semi-annually on the 16thday of each June and December, commencing June 16, 2026 and ending December 16, 2029*.The notes will not be listed on any securities exchange or automated quotation system. *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 D