富国银行美股招股说明书(2026-07-30版)

Fully and Unconditionally Guaranteed by Wells Fargo & CompanyEquity Linked SecuritiesMarket Linked Securities—Auto-Callable with Contingent Coupon with Memory Featureand Contingent DownsidePrincipal at Risk Securities Linked to the Common Stock of Caterpillar Inc. due August 2, 2029 ■Linked to the common stock of Caterpillar Inc. (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 stated maturity and are subject to potential automatic call prior to stated maturity upon the terms described below. Whether the securities pay a contingent coupon, whether the securities areautomatically called prior to stated maturity and, if they are not automatically called, whether you receive the face amount of your securities at stated maturity, willdepend, in each case, on the closing value of the Underlier on the relevant calculation day ■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 closingvalue of the Underlier on the calculation day for that quarter is greater than or equal to the coupon threshold value. If the closing value of the Underlier on a calculationday is less than the coupon threshold value, you will not receive any contingent coupon on the related contingent coupon payment date. However, if the closing value ofthe Underlier on one or more calculation days is less than the coupon threshold value and, on a subsequent calculation day, the closing value of the Underlier on thatsubsequent calculation day is greater 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 value of the Underlier is less thanthe coupon threshold value on every calculation day, you will not receive any contingent coupons throughout the entire term of the securities. The coupon thresholdvalue is equal to 50% of the starting value. The contingent coupon rate is 12.10% per annum■Automatic Call.If the closing value of the Underlier on any of the quarterly calculation days scheduled to occur from January 2027 to April 2029, inclusive, is greater than or equal to the starting value, the securities will be automatically called for the face amount plus a final contingent coupon payment and any previously unpaidcontingent coupon payments■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 Underlier on the final calculation day is greater than or equal to the downside threshold value. If the closing value of the Underlier on the finalcalculation day is less than the downside threshold value, you will lose more than 50%, and possibly all, of the face amount of your securities. The downside thresholdvalue is equal to 50% 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 starting value if the closing value on the final calculation day is less than the downside threshold value, but you will not participate in any appreciation of the Underlier and will not receive any dividends on■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 your investment■No exchange listing; designed to be held to maturity or automatic call Thecurrent estimated value of the securities is $953.93 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 pricing supplement. 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 Fargo Finance 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 accounts, d