富国银行美股招股说明书(2026-01-16版)

WELLS FARGO& COMPANY Medium-Term Notes, Series YSenior Redeemable Floating Rate Notes You should read the more detailed description of the notes provided under “Description of Notes” in the accompanying prospectussupplement and “Description of Debt Securities” in the accompanying prospectus, as supplemented by this pricing supplement. Thenotes are unsecured obligations of Wells Fargo& Company (the “Company”), and all payments on the notes are subject to the creditrisk 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 FederalDeposit 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. $500,000,000 January15, 2026 Trade Date: Original Issue Date: January23, 2026 (T+5) January23, 2030; on the stated maturity date, the holders of the notes will be entitled toreceive a cash payment in U.S. dollars equal to 100% of the principal amount of the notesplus any accrued and unpaid interest. Stated Maturity Date: 100.00%, plus accrued interest, if any, from January23, 2026 0.25% Base Rate: 0% per annum Each January23, April23, July23 and October23, commencing April23, 2026, and atmaturity. References to the Calculation Agent shall mean Wells Fargo Securities, LLC, an affiliate of theCompany, acting in its capacity as Calculation Agent, and its successors and assigns or any othercalculation agent appointed by the Company. At our option, we may redeem the notes (i)in whole, but not in part, on January23, 2029 or (ii)inwhole at any time or in part from time to time, on or after December23, 2029, in each case at aredemption price equal to 100% of the principal amount of the notes being redeemed plus accruedand unpaid interest thereon to, but excluding, the date of such redemption. Any redemption may be subject to prior regulatory approval and will be effected pursuant to theprocedures described under “Description of Debt Securities—Redemption and Repayment—Optional Redemption By Us” in the accompanying prospectus. Principal Amount $435,500,000 $500,000,000 On January15, 2026, we agreed to sell to the Agents, and the Agents agreed to purchase, the notesat a purchase price of 99.75%, plus accrued interest, if any, from January23, 2026. The purchaseprice equals the issue price of 100.00% less a discount of 0.25% of the principal amount of thenotes. To the extent any Agent that is not a U.S. registered broker-dealer intends to effect any offers orsales of any notes in the United States, it will do so through one or more U.S. registered broker-dealers in accordance with the applicable U.S. securities laws and regulations. Tax considerations are discussed under “United States Federal Income Tax Considerations” in theaccompanying prospectus. 95000U4C4 CUSIP: Risk Factors See “Risk Factors” in the accompanying prospectus for risk factors regarding the notes, including, in particular, the risk factorsappearing under the heading “Risks Relating To SOFR, Compounded SOFR And A Benchmark Replacement” and “Risks Relating To OurSecurities Generally—One Of Our Affiliates May Act As The Calculation Agent With Respect To Our Securities And, As A Result,Potential Conflicts Of Interest Could Arise.” Sales Restrictions The sales restrictions contained in the accompanying prospectus for the United Kingdom shall be replaced with the following: Prohibition of Sales to United Kingdom Retail Investors The notes are not intended to be offered, sold or otherwise made available to, and should not be offered, sold or otherwise made available to, anyretail investor in the United Kingdom. For these purposes: (a)the expression “retail investor” means a person who is one (or more) of the following: (i)a retail client as defined in point (8)of Article 2 of Regulation (EU) 2017/565 as it forms part of assimilated law by virtue of theEuropean Union (Withdrawal) Act 2018 (as amended, and together with any statutory instruments made in exercise of the powersconferred by such Act, the “EUWA”); or(ii)a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the “FSMA”) and anyrules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as aprofessional client as defined in point (8)of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of assimilated law byvirtue of the EUWA; or(iii)not a qualified investor as defined in Article 2(e) of the EU Prospectus Regulation as it forms part of assimilated law by virtue of theEUWA (as amended, the “UK Prospectus Regulation”); or(iv)not a qualified investor as defined in paragraph 15 of Schedule 1 to The Public Offers and A