富国银行美股招股说明书(2025-07-22版)

risk 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 Deposit Insurance Corporation, the Deposit Insurance Fund or any other governmental agency. Certain defined terms used but notdefined herein have the meanings set forth in the accompanying prospectus supplement and prospectus. original issue date and the issue price) as the $2,250,000,000 aggregate principal amount of the Medium-Term Notes, Series W, SeniorRedeemableFixed-to-Floating Rate Notes issued on April 23, 2025 pursuant to Pricing Supplement No.15 to the ProspectusSupplement dated February17, 2023 and the Prospectus dated February17, 2023 (the “original notes”). The notes offered hereby willhave the same CUSIP number as the original notes, will trade interchangeably with the original notes upon settlement and willincrease the aggregate principal amount of such tranche to $3,750,000,000.Aggregate Principal Amount Offered:$1,500,000,000, plus accrued interest totaling approximately $13.73 per $1,000 principal hereby.Trade Date:July 22, 2025Original Issue Date:July 29, 2025 (T+5) (the “First Par Call Date”) or (ii)in whole at any time or in part from time to time, on orafter March21, 2031, in each case at a redemption price equal to 100% of the principalamount of the notes being redeemed plus accrued and unpaid interest thereon to, butexcluding, the date of such redemption. As used in connection with the notes:The “Make-Whole Redemption Period” is the period commencing on, and including,April30, 2026and ending on, and including, April22, 2030. to the procedures described under “Description of Debt Securities—Redemption andRepayment—OptionalRedemption By Us”and“—Redemption and Repayment—OptionalMake-Whole Redemption of Debt Securities”,as applicable,in theaccompanying prospectus.102.355%, plus accrued interest, if any, from July29, 2025 and thepre-issuanceaccrued 102.005%, plus accrued interest, if any, from July29, 2025 and thepre-issuanceaccrued