富国银行美股招股说明书(2026-06-02版)

Wells Fargo Finance LLCMedium-Term Notes, Series B Fully and Unconditionally Guaranteed by Wells Fargo & CompanyEquity Index Linked SecuritiesMarket Linked Securities—Auto-Callable with Leveraged UpsideParticipation and Contingent DownsidePrincipal at Risk Securities Linked to the Lowest Performing of the Nasdaq-100 Index®, theRussell 2000®Index and the S&P 500®Index due June 1, 2029 ■Linked to thelowest performingof the Nasdaq-100 Index®, the Russell 2000®Index and the S&P 500®Index (eachreferred to as an “Underlier”)■Unlike ordinary debt securities, the securities do not pay interest or repay a fixed amount of principal at maturityand are subject to potential automatic call upon the terms described below. Whether the securities are automaticallycalled for a fixed call premium or, if not automatically called, the maturity payment amount, will depend, in each case,on the performance of the lowest performing Underlier on the call date or the final calculation day, as applicable. Thelowest performing Underlier on the call date or the final calculation day is the Underlier with the lowest underlierreturn on that day, calculated for each Underlier as the percentage change from its starting value to its closing valueon that day■Automatic Call.If the closing value of the lowest performing Underlier on the call date occurring approximately one year after issuance is greater than or equal to its starting value, the securities will be automatically called for the faceamount plus a call premium of 18.00% of the face amount■Maturity Payment Amount.If the securities are not automatically called, you will receive a maturity payment amount that could be greater than, equal to or less than the face amount depending on the ending value of the lowestperforming Underlier on the final calculation day as follows:■If the ending value of the lowest performing Underlier on the final calculation day is greater than its starting value, you will receive the face amount plus a positive return equal to 150% of the percentage increase in the value ofthat Underlier from its starting value■If the ending value of the lowest performing Underlier on the final calculation day is less than its starting value butnot by more than 25%, you will receive the face amount■If the ending value of the lowest performing Underlier on the final calculation day is less than its starting value bymore than 25%, you will have full downside exposure to the decrease in the value of the lowest performingUnderlier on the final calculation day from its starting value, and you will lose more than 25%, and possibly all, ofthe face amount of your securities■Investors may lose a significant portion or all of the face amount ■If the securities are automatically called, the positive return on the securities will be limited to the call premium, andyou will not participate in any appreciation of any Underlier, which may be significant. If the securities areautomatically called, you will no longer have the opportunity to participate in any appreciation of any Underlier at theupside participation rate■Your return on the securities will depend solely on the performance of the Underlier that is the lowest performingUnderlier on the call date or the final calculation day, as applicable. You will not benefit in any way from theperformance of the better performing Underliers. Therefore, you will be adversely affected if any Underlier performspoorly, even if the other Underliers perform favorably■All payments on the securities are subject to credit risk, and you will have no ability to pursue any securities includedin any Underlier for payment; if Wells Fargo Finance LLC, as issuer, and Wells Fargo & Company, as guarantor,default on their obligations, you could lose some or all of your investment■No periodic interest payments or dividends■No exchange listing; designed to be held to maturity or automatic call The current estimated value of the securities is $965.87 per security.The estimated value of the securities wasdetermined for us by Wells Fargo Securities, LLC using its proprietary pricing models.It is not an indication of actualprofit to us or to Wells Fargo Securities, LLC or any of our other affiliates, nor is it an indication of the price, if any, atwhich 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-10 herein and “Risk Factors”beginning on page PS-5 of the accompanying product supplement.The securities are the unsecured obligations of Wells Fargo Finance LLC, and, accordingly, all payments are subject to credit risk. If Wells Fargo Finance LLC, as issuer, and Wells Fargo & Company, as guarantor, default on their obli