富国银行美股招股说明书(2025-07-17版)

The notes have a term of 3 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 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 aredesigned to be held to maturity. 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 $990.00 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 last calendar day of each January and July, commencing January 31, 2026, 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 Optional Redemption:The notes are redeemable by Wells Fargo, in whole but not in part, on the optional redemption dates, at 100% of their principal amountplus 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.”Optional Redemption Dates:Semi-annually on the last calendar day of each January and July, commencing July 31, 2026 and ending January 31, 2028*.The notes will not be listed on any securities exchange or automated quotation system.$1,000 and any integral multiples of $1,00095001DL81To the extent that we make any change to the expected pricing date or expected issue date, the interest payment dates, the optional redemption dates and 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.Holders Of The Notes Have Limited Rights Of Acceleration.Holders Of The Notes Could Be At Greater Risk For Being Structurally Subordinated If The Notes Are Subject To The Credit Risk Of Wells Fargo.The notes are our obligations and are not,