富国银行美股招股说明书(2026-04-23版)

Fully and Unconditionally Guaranteed by Wells Fargo & CompanyEquity Index Linked Securities Market Linked Securities—Auto-Callable with Contingent Coupon and Contingent Principal at Risk Securities Linked to the Lowest Performing of the Nasdaq-100 Index®, the Russell 2000®Index and theS&P 500®Index due April 25, 2030 ■Linked to thelowest performingof the Nasdaq-100 Index®, the Russell 2000®Index and the S&P 500®Index (each referred to as an “Underlier”)■Unlike ordinary debt securities, the securities do not provide for fixed payments of interest, do not repay a fixed amount of principal at stated maturity and are subject to potentialautomatic call prior to stated maturity upon the terms described below. Whether the securities pay a contingent coupon, whether the securities are automatically called prior to statedmaturity and, if they are not automatically called, whether you receive the face amount of your securities at stated maturity, will depend, in each case, on the closing value of the lowestperforming Underlier on the relevant calculation day. The lowest performing Underlier on any calculation day is the Underlier that has the lowest closing value on that calculation day asa percentage of its starting value■Contingent Coupon.The securities will pay a contingent coupon on a quarterly basis until the earlier of stated maturity or automatic call if,and only if, the closing value of the lowest performing Underlier on the calculation day for that quarter is greater than or equal to its coupon threshold value. However, if the closing value of the lowest performing Underlier on acalculation day is less than its coupon threshold value, you will not receive any contingent coupon for the relevant quarter. If the closing value of the lowest performing Underlier is lessthan its coupon threshold value on every calculation day, you will not receive any contingent coupons throughout the entire term of the securities. The coupon threshold value for eachUnderlier is equal to 75% of its starting value. The contingent coupon rate is 11.25% per annum■Automatic Call.If the closing value of the lowest performing Underlier on any of the quarterly calculation days scheduled to occur from October 2026 to January 2030, inclusive, is greater than or equal to its starting value, the securities will be automatically called for the face amount plus a final contingent coupon payment■Potential Loss of Principal.If the securities are not automatically called prior to stated maturity, you will receive the face amount at stated maturity if,and only if, the closing value of the lowest performing Underlier on the final calculation day is greater than or equal to its downside threshold value. If the closing value of the lowest performing Underlier on the finalcalculation day is less than its downside threshold value, you will lose more than 25%, and possibly all, of the face amount of your securities. The downside threshold valuefor eachUnderlier is equal to 75% of its starting value■If the securities are not automatically called prior to stated maturity, you will have full downside exposure to the lowest performing Underlier from its starting value if its closing value on the final calculation day is less than its downside threshold value, but you will not participate in any appreciation of any Underlier and will not receive any dividends on the securitiesincluded in any Underlier■Your return on the securities will dependsolelyon the performance of the Underlier that is the lowest performing Underlier on each calculation day. You will not benefit in any way from the performance of the better performing Underliers. Therefore, you will be adversely affected ifany Underlierperforms poorly, even if the other Underliers perform favorably■All payments on the securities are subject to our credit risk, and you will have no ability to pursue any securities included in any Underlier for payment; if Wells FargoFinance LLC, asissuer, and Wells Fargo & Company, as guarantor, default on their obligations, you could lose some or all of your investment■No exchange listing; designed to be held to maturity or automatic call The current estimated value of the securities is $963.96 per security. The estimated value of the securities was determined for us by Wells Fargo Securities,LLC using its proprietary pricing models. It is not an indication of actual profit to us or to Wells Fargo Securities, LLC or any of our other affiliates, nor is itan indication of the price, if any, at which Wells Fargo Securities, LLC or any other person may be willing to buy the securities from you at any time afterissuance. See “Estimated Value of the Securities” in this pricing supplement.The securities have complex features and investing in the securities involves risks not associated with an investment in conventional debt securities. See “Selected Risk Considerations” beginning on page PRS-11 herein and “Risk Factors” beginning on page PS-5 of the accompanying pro