富国银行美股招股说明书(2026-05-19版)

Wells Fargo & Company (the “Guarantor”) linked to the least performing of the Nasdaq-100 Index®, the Russell 2000®Index and the S&P 500®Index (each an “Underlier” andtogether the “Underliers”). On a quarterly basis, unless the Notes have been previously redeemed, the Issuer will pay you a coupon (the “Contingent Coupon”) if the ClosingValue of each Underlier oneach eligible trading day during the applicable Observation Periodis greater than or equal to its Coupon Barrier. However, if the Closing Valueof any Underlier on any eligible trading day during an Observation Period is less than its Coupon Barrier, you will not receive any Contingent Coupon with respect to thatObservation Period. The Issuer may, at its option, redeem the Notes on any Optional Redemption Date. If the Issuer elects to redeem the Notes prior to maturity, the Issuer willpay you the Principal Amount of the Notes plus any Contingent Coupon otherwise due, and no further payments will be made on the Notes. If the Issuer does not redeem theNotes prior to maturity, and the Closing Value of each Underlier on the Final Valuation Date (the “Final Underlier Value”) is greater than or equal to its Downside Threshold, theIssuer will repay the Principal Amount at maturity plus any final Contingent Coupon otherwise due. However, if the Final Underlier Value of any Underlier is less than itsDownside Threshold, the Issuer will pay you a cash payment at maturity that is less than the Principal Amount, if anything, resulting in a percentage loss on the Principal Amountof the Notes equal to the negative Underlier Return of the Underlier with the lowest Underlier Return (the “Least Performing Underlier”). In this case, you will have fulldownside exposure to the Least Performing Underlier from its Initial Underlier Value to its Final Underlier Value, and will lose a significant portion, and possibly all, of yourprincipal.Investing in the Notes involves significant risks. You may lose a significant portion or all of your principal. You may receive few or no Contingent Couponsduring the term of the Notes. You will be exposed to the market risk of each Underlier on each eligible trading day during the Observation Periods and any decline inthe value of one Underlier may negatively affect your return and will not be offset or mitigated by a lesser decline or any potential increase in the value of any otherUnderlier.You will not participate in any appreciation of any Underlier and will not receive any dividends on the securities included in any Underlier. The FinalUnderlier Value of each Underlier is observed relative to its Downside Threshold only on the Final Valuation Date, and the contingent repayment of principal featureapplies only if you hold the Notes to maturity. The Notes will not be listed or displayed on any securities exchange or any automated quotation system. Generally,the higher the Contingent Coupon Rate on a Note, the greater the risk of loss on that Note. All payments on the Notes are subject to credit risk, and you will have noability to pursue any securities included in any Underlier for payment; if Wells Fargo Finance LLC, as Issuer, and Wells Fargo & Company, as Guarantor, default ontheir obligations, you could lose some or all of your investment. Features❑Contingent Coupon:On each Contingent Coupon Payment Date, the Issuer will pay you a Contingent Coupon if the Closing Value of each Underlieron each eligible trading day during the related Observation Periodis greater than orequal to its Coupon Barrier. However, if the Closing Value of any Underlier onanyeligible trading day during therelated Observation Periodis less than its Coupon Barrier, you will not receive any Contingent Coupon on the relatedContingent Coupon Payment Date.❑Issuer Optional Redemption:The Issuer may, at its option, redeem the Notes, in whole but not in part, on any Optional Redemption Date. If the Issuer elects to redeem the Notes prior to maturity, the Issuer will pay you the Principal Amount ofthe Notes plus any Contingent Coupon otherwise due, and no further payments will be made on the Notes.❑Downside Exposure with Contingent Repayment of Principal at Maturity:If the Issuer does not redeem the Notes prior to maturity and the Final Underlier Value of each Underlier is greater than or equal to its Downside Threshold, theIssuer will repay the Principal Amount at maturity plus any final Contingent Coupon otherwise due. However, if the FinalUnderlier Value of any Underlier is less than its Downside Threshold, the Issuer will repay less than the Principal Amountat maturity, if anything, resulting in a percentage loss on your principal equal to the negative Underlier Return of the LeastPerforming Underlier. You may lose a significant portion or all of your principal. All payments on the Notes are subject tocredit risk, and you will have no ability to pursue any securities included in any Underlier for payment; if Wells FargoFinance LLC, as Issuer, and Wells Fargo & Co