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富国银行美股招股说明书(2026-07-14版)

2026-07-14 美股招股说明书 XL
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Filed Pursuant to Rule 424(b)(2)Registration Nos. 333-292881 and 333-292881-01 Subject To Completion, dated July 14, 2026Pricing Supplement No. 82 dated July , 2026(To Product Supplement No. 1 dated February 13, 2026,Market Measure Supplement No. 1 dated February 13, 2026,Prospectus Supplement dated February 13, 2026and Prospectus dated February 13, 2026)Wells Fargo Finance LLCMedium Term-Notes Series BFully and Unconditionally Guaranteed by Wells Fargo & CompanyTrigger Autocallable Contingent Yield NotesPrincipal at Risk Securities Linked to the Least Performing of the Dow Jones Industrial Average® and the Russell 2000®Index due on or aboutJuly 19, 2029 Investment DescriptionThe Trigger AutocallableContingent Yield Notes(the“Notes”)are unsecured debt obligations of Wells Fargo Finance LLC(the“Issuer”)and fully and unconditionally guaranteed by Wells Fargo & Company (the “Guarantor”) linked to the least performing of the Dow Jones Industrial Average®and the Russell 2000®Index (each an “Underlier” and together the “Underliers”). On a quarterly basis, unless the Notes have been previously automatically called, the Issuer will pay youa coupon (the “Contingent Coupon”) if the Closing Value of each Underlier on the applicable Coupon Observation Date is greater than or equal to its CouponBarrier. However, if the Closing Value of any Underlier on a Coupon Observation Date is less than its Coupon Barrier, you will not receive any Contingent Coupon forthe relevant quarter. If the Closing Value of each Underlier on any Call Observation Date is greater than or equal to its Closing Value on the Trade Date (the “InitialUnderlier Value”), the Notes will be automatically called, and the Issuer will pay you the Principal Amount of the Notes plus a final Contingent Coupon, and nofurther payments will be made on the Notes. If the Notes are not automatically called and the Closing Value of each Underlier on the Final Valuation Date (the “FinalUnderlier Value”) is greater than or equal to its Downside Threshold (which is set equal to its Coupon Barrier), the Issuer will repay the Principal Amount at maturityplus any final Contingent Coupon otherwise due. However, if the Final Underlier Value of any Underlier is less than its Downside Threshold, the Issuer will pay you acash payment at maturity that is less than the Principal Amount, if anything, resulting in a percentage loss on the Principal Amount of the Notes equal to the negativeUnderlier Return of the Underlier with the lowest Underlier Return (the “Least Performing Underlier”). In this case, you will have full downside exposure to theLeast Performing Underlier from its Initial Underlier Value to its Final Underlier Value, and will lose a significant portion, and possibly all, of your principal.Investingin the Notes involves significant risks. You may lose a significant portion or all of your principal. You may receive few or no Contingent Coupons duringthe term of the Notes. You will be exposed to the market risk of each Underlier and any decline in the value of one Underlier may negatively affect yourreturn and will not be offset or mitigated by a lesser decline or any potential increase in the value of any other Underlier.You will not participate in anyappreciation of any Underlier and will not receive any dividends on the securities included in any Underlier. The Final Underlier Value of each Underlier isobserved relative to its Downside Threshold only on the Final Valuation Date, and the contingent repayment of principal feature applies only if you holdthe Notes to maturity.The Notes will not be listed or displayed on any securities exchange or any automated quotation system. Generally, the higher theContingent 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 on their obligations, you could lose some or all of your investment.1 Features❑Contingent Coupon:On each Contingent Coupon Payment Date, the Issuer will pay you a Contingent Coupon if the Closing Value of each Underlieron the related Coupon Observation Date is greater than or equal to itsCoupon Barrier. However, if the Closing Value of any Underlier on any Coupon Observation Date is less than itsCoupon Barrier, you will not receive any Contingent Coupon on the related Contingent Coupon Payment Date.❑Automatic Call:If the Closing Value of each Underlier on any Call Observation Date is greater than or equal to its Initial Underlier Value, the Notes will be automatically called, and the Issuer will pay you the Principal Amount ofthe Notes plus a final Contingent Coupon, and no further payments will be made on the Notes.❑Downside Exposure with Contingent Repayment of Principal at Maturity:If the Notes are not automatically called and the Final Underlier Value of