富国银行美股招股说明书(2025-12-30版)

Wells Fargo & CompanyMedium-Term Notes, Series T$6,112,000Fixed Rate Callable NotesNotes dueDecember 31, 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 aredesigned to be held to maturity. Terms of the Notes $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 $991.50 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 Principal Amount:$1,000 per note. References in this pricing supplement to a “note” are to a note with a principal amount of $1,000.Pricing Date:December 29, 2025. December 31, 2032. The notes are subject to redemption by Wells Fargo prior to the stated maturity date as set forth below under“Optional Redemption.” The notes are not subject to repayment at the option of any holder of the notes prior to the stated maturitydate. Payment at Maturity: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 June and December, commencing June 30, 2026, and at stated maturity or earlier 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.4.55% per annum. 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.” 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 governmental Neither the Securities and Exchange Commission nor any state securities commission or other regulatory body has approved or disapproved of thesenotes or passed upon the accuracy or adequacy of this pricing supplement or the accompanying prospectus supplement and prospectus. Anyrepresentation to the contrary is a criminal offense. (1)The original offering price for an eligible institutional investor and an investor purchasing the notes in a fee-based advisory account will vary based on then-currentmarket conditions and the negotiated price determined at the time of each sale; provided, however, the original offering price for such investors will not be less than$991.50 per note and will not be more than $1,000 per note. The original offering price for such investors reflects a foregone selling concession with respect to such salesas described in footnote (2) below. The total offering price in the table above assumes an original offering price of $1,000 per note for each note sold in this offering.(2)The agent will receive an agent discount of up to $8.50 per note, and from such agent discount will allow selected dealers a selling concession of up to $8.50 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