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富国银行美股招股说明书(2026-08-04版)

2026-08-04 美股招股说明书 ~ JIAN
报告封面

Filed Pursuant to Rule 424(b)(2)Registration Nos. 333-292881 and 333-292881-01 Subject To Completion, dated August 4, 2026PRICING SUPPLEMENT No. 119 dated August, 2026(To Product 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 B Principal at Risk Securities Linked to the Common Stock of Uber Technologies, Inc. due August 10, 2029■Linked to the common stock of Uber Technologies, 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 topotential automatic call prior to stated maturity upon the terms described below. Whether the securities pay a contingent coupon, whether the securities are automaticallycalled prior to stated maturity and, if they are not automatically called, whether you receive the face amount of your securities at stated maturity, will depend, 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 closing value 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 calculation day is lessthan the coupon threshold value, you will not receive any contingent coupon on the related contingent coupon payment date. However, if the closing value of the Underlieron 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 that subsequentcalculation day is greater than or equal to the coupon threshold value, the securities will pay the contingent coupon payment due for that subsequent calculation day plusall previously unpaid contingent coupon payments (without interest on amounts previously unpaid). If the closing value of the Underlier is less than the coupon thresholdvalue on every calculation day, you will not receive any contingent coupons throughout the entire term of the securities. The coupon threshold value is equal to 75% of thestarting value. The contingent coupon rate will be determined on the pricing date and will be at least 13.60% per annum ■Automatic Call.If the closing value of the Underlier on any of the quarterly calculation days scheduled to occur from February 2027 to May 2029, inclusive, is greater thanor equal to the starting value, the securities will be automatically called for the face amount plus a final contingent coupon payment and any previously unpaid contingentcoupon 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 25%, and possibly all, of the face amount of your securities. The downside thresholdvalue is equal to 75% 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 thefinal 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 the■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 approximately $959.60 per security. While the estimated value of the securities at pricing may differfrom the estimated value set forth above, we do not expect it to differ significantly absent a material change in market conditions or other relevantfactors. In no event will the estimated value of the securities on the pricing date be less than $920.00 per security. The estimated value of thesecurities was determined for us by Wells Fargo Securities, LLC using its proprietary pricing models. It is not an indication of actual profit to us orto Wells Fargo Securities, LLC or any of our other affiliates, nor is it an indication of the price, if any, at which Wells Fargo Securities, LLC or anyother person may be willing to buy the securities from you at any time after issuance. See “Estimated Value of the Securities” in this pricingsupplement. The securities have complex features and