富国银行美股招股说明书(2026-07-10版)

Fully and Unconditionally Guaranteed by Wells Fargo & CompanyEquity Linked SecuritiesMarket Linked Securities—Auto-Callable with Contingent Coupon withMemory Feature and Contingent DownsidePrincipal at Risk Securities Linked to the Class A Common Stock of Carvana Co. due July 12,2029 ■Linked to the Class A common stock of Carvana Co. (the “Underlier”) ■Unlike ordinary debt securities, the securities do not provide for fixed payments of interest, do not repay a fixed amount of principal at statedmaturity and are subject to potential automatic call prior to stated maturity upon the terms described below. Whether the securities pay acontingent coupon, whether the securities are automatically called prior to stated maturity and, if they are not automatically called, whetheryou receive the face amount of your securities at stated maturity, will depend, in each case, on the closing value of the Underlier on therelevant calculation day ■Contingent Coupon.The securities will pay a contingent coupon on a monthly basis until the earlier of stated maturity or automatic call if,and only if, the closing value of the Underlier on the calculation day for that month is greater than or equal to the coupon threshold value.If the closing value of the Underlier on a calculation day is less than the coupon threshold value, you will not receive any contingent couponon the related contingent coupon payment date. However, if the closing value of the Underlier on one or more calculation days is less thanthe coupon threshold value and, on a subsequent calculation day, the closing value of the Underlier on that subsequent calculation day isgreater than or equal to the coupon threshold value, the securities will pay the contingent coupon payment due for that subsequentcalculation day plus all previously unpaid contingent coupon payments (without interest on amounts previously unpaid). If the closing valueof the Underlier is less than the coupon threshold value on every calculation day, you will not receive any contingent coupons throughoutthe entire term of the securities. The coupon threshold value is equal to 60% of the starting value. The contingent coupon rate is 26.00%per annum ■Automatic Call.If the closing value of the Underlier on any of the monthly calculation days scheduled to occur from October 2026 to June2029, inclusive, is greater than or equal to the starting value, the securities will be automatically called for the face amount plus a finalcontingent coupon payment and any previously unpaid contingent coupon payments ■Potential Loss of Principal.If the securities are not automatically called prior to stated maturity, you will receive the face amount at statedmaturity if,and only if, the closing value of the Underlier on the final calculation day is greater than or equal to the downside thresholdvalue. If the closing value of the Underlier on the final calculation day is less than the downside threshold value, you will lose more than40%, and possibly all, of the face amount of your securities. The downside threshold value is equal to 60% of the starting value ■If the securities are not automatically called prior to stated maturity, you will have full downside exposure to the Underlier from the startingvalue if the closing value on the final calculation day is less than the downside threshold value, but you will not participate in anyappreciation of the Underlier and will not receive any dividends on the Underlier ■All payments on the securities are subject to credit risk, and you will have no ability to pursue the Underlier for payment; if Wells FargoFinance LLC, as issuer, and Wells Fargo & Company, as guarantor, default on their obligations, you could lose some or all of yourinvestment ■No exchange listing; designed to be held to maturity or automatic call The current estimated value of the securities is $957.50 per security. The estimated value of the securities was determined for us by Wells FargoSecurities, 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 ourother affiliates, nor is it an indication of the price, if any, at which Wells Fargo Securities, LLC or any other person may be willing to buy thesecurities from you at any time after issuance. See “Estimated Value of the Securities” in this pricingsupplement. The securities have complex features and investing in the securities involves risks not associated with an investment inconventional debt securities. See “Selected Risk Considerations” beginning on page PRS-11 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 FargoFinance LLC, as issuer, and Wells Fargo & Company, as guarantor, default on their obligations, you could lose some or all of your investment.The securities are not savings acc