富国银行美股招股说明书(2026-08-24版)

Wells Fargo Finance LLCMedium-Term Notes, Series BFully and Unconditionally Guaranteed by Wells Fargo & CompanyEquity Index Linked Securities$19,789,000Buffered Enhanced Return Securities With Capped Upside and BufferedDownside(Principal at Risk Securities Linked to the S&P 500®Index due November 22, 2028) Unlike ordinary debt securities, the securities do not pay interest or repay a fixed amount of principal at maturity.Instead,the securities provide for a payment on the stated maturity date (November 22, 2028, subject to postponement) based on theperformance of the S&P 500®Index as measured from the trade date (August 20, 2026) to and including the determination date(November 20, 2028, subject to postponement). If the final underlier level on the determination date is greater than the initial underlier level (7,641.16, which was the closing levelof the underlier on the trade date), the return on your securities will be positive and will equal the upside participation rate of 130%timesthe underlier return, subject to the maximum settlement amount of $1,318.89 for each $1,000 face amount of your securities.If the final underlier level declines by up to 15.00% from the initial underlier level, you will receive the face amount of yoursecurities. If the final underlier level declines by more than 15.00% from the initial underlier level, the return on your securities willbe negative and you will lose approximately 1.1765% of the face amount of your securities for every 1% that the final underlierlevel has declined below 85.00% of the initial underlier level.You could lose some, or all, of the face amount of yoursecurities. To determine your payment at maturity, we will calculate the underlier return, which is the percentage increase or decrease in thefinal underlier level from the initial underlier level. On the stated maturity date, for each $1,000 face amount of your securities, youwill receive an amount in cash equal to: ●if the underlier return ispositive(the final underlier level isgreater thanthe initial underlier level), thesumof (i) $1,000plus(ii) theproductof (a) $1,000times(b) the upside participation ratetimes(c) the underlier return, subject to themaximum settlement amount;●if the underlier return iszeroornegativebutnot below-15.00% (the final underlier level isequal toorless thanthe initialunderlier level, but not by more than 15.00%), $1,000; or●if the underlier return isnegativeand isbelow-15.00% (the final underlier level isless thanthe initial underlier level bymore than 15.00%), thesumof (i) $1,000plus(ii) theproductof (a) $1,000times(b) the buffer rate of approximately117.65%times(c) thesumof the underlier returnplus15.00%.This amount will be less than $1,000 and could bezero. All payments on the securities are subject to credit risk, and you will have no ability to pursue any securities included in theunderlier for payment. If Wells Fargo Finance LLC, as issuer, and Wells Fargo & Company, as guarantor, default on theirobligations, you could lose some or all of your investment.The securities will not be listed on any securities exchange and are designed to be held to maturity. The current estimated value of the securities is $997.17 per security. The estimated value of the securities was determined for usby Wells Fargo Securities, LLC using its proprietary pricing models. It is not an indication of actual profit to us or to Wells FargoSecurities, LLC or any of our other affiliates, nor is it an indication of the price, if any, at which Wells Fargo Securities, LLC orany other person may be willing to buy the securities from you at any time after issuance. See “Estimated Value of theSecurities” 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-8 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 yourinvestment. The securities are not savings accounts, deposits or other obligations of a depository institution and are not insured by theFederal Deposit Insurance Corporation, the Deposit Insurance Fund or any other governmental agency.Neither the Securities and Exchange Commission nor any state securities commission or other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this pricing supplement or the accompanyingproduct supplement, market measure supplement, prospectus supplement and prospectus. Any representation to the contraryis a criminal offense. Per Security (1)Wells Fargo Securities, LLC, an affiliate of Wells Fargo Finance LLC and a who