Wells Fargo Finance Issues $14.9 Million in Auto-Callable Equity Linked Securities Tied to Micron and NVIDIA Stock

Structural Overview of the Market-Linked Security

Wells Fargo Finance LLC has issued Medium-Term Notes, Series B, structured as market-linked equity securities that derive their value from the common stock of Micron Technology and NVIDIA Corporation. The filing discloses that the securities represent unsecured obligations of Wells Fargo Finance LLC, fully and unconditionally guaranteed by Wells Fargo & Company. The offering consisted of 14,872 securities at $1,000 face amount each, generating gross proceeds of $14.872 million. These are not conventional debt securities; rather, they represent a complex derivative structure combining elements of equity exposure, contingent income, and automatic redemption features tied to the price performance of two technology stocks.

The securities incorporate a feature known as "lowest performing Underlier," meaning investor returns depend exclusively on whichever of the two stocks—Micron or NVIDIA—performs worse on each calculation date. This structural element creates asymmetrical risk, as investors receive no benefit from the better-performing stock but bear full downside exposure to the weaker performer. The filing explicitly states that investors will have full downside exposure to the lowest-performing Underlier if its closing value on the final calculation day falls below its downside threshold, but will not participate in any appreciation of either stock and will receive no dividends.

Starting Values, Thresholds, and Pricing Details

On the pricing date of July 15, 2026, Micron Technology common stock had a starting value of $904.28 per share, while NVIDIA common stock had a starting value of $212.50 per share, according to the filing. Both underliers carry identical threshold levels set at 50% of their respective starting values. For Micron, this translates to a coupon threshold value and downside threshold value of $452.14 per share. For NVIDIA, both thresholds equal $106.25 per share. The current estimated value of the securities, as determined by Wells Fargo Securities LLC using proprietary pricing models, was $968.20 per security as of the pricing date, representing a discount of $31.80 from the $1,000 original offering price.

The agent discount applied to the offering was $18.25 per security, with total agent compensation of $271,414 across the 14,872 securities issued. This resulted in net proceeds to Wells Fargo Finance LLC of $14,600,586. The filing discloses that Wells Fargo Securities LLC, acting as the distribution agent and a wholly owned subsidiary of Wells Fargo & Company, may pay fees of up to $3.00 per security to selected securities dealers for marketing and distribution services. The estimated value provided by the issuer is expressly stated in the filing as not indicative of actual profit or the price at which any party may be willing to purchase the securities after issuance.

Contingent Coupon Mechanism with Memory Feature

The securities will pay monthly contingent coupon payments at an annual rate of 31.20% per annum, but only if the closing value of the lowest-performing Underlier on the relevant calculation date is greater than or equal to its coupon threshold value of 50% of starting value. The filing explains that if the lowest-performing Underlier closes below its coupon threshold on any calculation day, no contingent coupon is paid for that month. Notably, the security incorporates a "memory feature" whereby if the lowest-performing Underlier subsequently closes above its coupon threshold on a later calculation date, the investor receives not only the current month's coupon payment but also all previously unpaid contingent coupon payments without interest accruing on those deferred amounts.

This memory structure creates a cumulative catch-up mechanism designed to compensate investors for missed coupon payments during periods when the lowest-performing Underlier underperformed. However, the filing emphasizes that if the closing value of the lowest-performing Underlier remains below its coupon threshold value on every single calculation day throughout the entire term of the securities, investors will receive no contingent coupons whatsoever. The contingent coupon payments continue until the earlier of the security's stated maturity date or an automatic call event, whichever occurs first. Monthly calculation days for coupon determinations are specified as running from the pricing date through the stated maturity date of July 19, 2029.

Automatic Call Feature and Early Redemption

The securities incorporate an automatic call feature that permits early redemption prior to stated maturity. According to the filing, if the closing value of the lowest-performing Underlier on any monthly calculation day scheduled between October 2026 and June 2029, inclusive, is greater than or equal to its starting value, the securities will be automatically called. Upon automatic call, investors receive the face amount of $1,000 per security plus a final contingent coupon payment (if applicable) and any previously unpaid contingent coupon payments accumulated through the memory feature.

This auto-call structure means that if either Micron Technology stock returns to its July 15, 2026 closing price of $904.28 or if NVIDIA stock returns to its July 15, 2026 closing price of $212.50—whichever happens first for the lowest-performing stock—the securities will be immediately redeemed at par value plus accrued contingent coupons. The filing notes that this structure creates a scenario where investors' maximum return is capped at the contingent coupon payments received plus a return of principal, whereas losses can potentially exceed 50% or approach total loss of principal if maturity is reached and the downside threshold has been breached.

Principal-at-Risk Downside and Potential Total Loss

The filing contains explicit warnings that these securities involve principal-at-risk structure and potential loss of more than 50% of the face amount. Specifically, if the securities are not automatically called prior to stated maturity and the closing value of the lowest-performing Underlier on the final calculation day falls below its downside threshold value of 50% of starting value, investors will receive less than their full $1,000 face amount. The potential loss of principal is directly linked to how far below the downside threshold the lowest-performing Underlier closes on the maturity calculation date. The filing states that investors could lose more than 50% and "possibly all" of the face amount of their securities, indicating a theoretical maximum loss of the entire $1,000 principal investment.

The disclosure emphasizes that if neither Underlier returns to its starting value by any of the monthly call dates through June 2029, and the lowest-performing Underlier closes below its 50% downside threshold on July 19, 2029, investors face full downside exposure measured from the starting value. This means if Micron stock fell from $904.28 to $100 per share by maturity, investors holding these securities would experience a loss proportional to that 88.9% decline in the underlying stock, without any hedge, option protection, or ability to recover losses through dividends or other equity holder rights.

Asymmetrical Risk from Lowest-Performing Underlier Design

The security's reliance on the lowest-performing Underlier creates a fundamental asymmetry in risk and return that investors must carefully evaluate. The filing explicitly states: "Your return on the securities will depend solely on the performance of the Underlier that is the lowest performing Underlier on each calculation day. You will not benefit in any way from the performance of the better performing Underlier. Therefore, you will be adversely affected if either Underlier performs poorly, even if the other Underlier performs favorably." This means that even if NVIDIA stock appreciated strongly, if Micron Technology stock declined, all contingent coupon and principal repayment calculations would be determined by Micron's weaker performance.

This design creates compounded downside risk for investors. During the period from October 2026 through June 2029, the automatic call is only triggered if the lowest-performing stock reaches its starting value. If one stock rebounds strongly but the other remains depressed, the call will not be triggered, and investors remain exposed to the continued downside of the weaker performer. The filing discloses that investors receive no participation in upside appreciation beyond the capped contingent coupon return, no dividends, and no ability to exercise any rights as equity holders in either company. This structure effectively isolates investors to a worst-case scenario between two stocks while eliminating upside participation entirely.

Credit Risk and Guarantor Obligation

Although the securities are linked to the equity performance of Micron and NVIDIA, the filing emphasizes that all payments are subject to the credit risk of Wells Fargo Finance LLC as issuer and Wells Fargo & Company as guarantor. The disclosure states: "All payments on the securities are subject to credit risk, and you will have no ability to pursue either 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." This clarifies that even if the underlying equities perform well, investors depend entirely on the creditworthiness of Wells Fargo entities for repayment.

The guarantee provided by Wells Fargo & Company is full and unconditional according to the filing, but this guarantee obligation is only as strong as Wells Fargo & Company's credit rating and financial condition. The securities are not backed by the Federal Deposit Insurance Corporation, the Deposit Insurance Fund, or any other governmental agency, and are not savings accounts or deposits. In the event of default by either Wells Fargo Finance LLC or Wells Fargo & Company, holders would rank as unsecured creditors with no priority claim on assets related to the underlying equities, since the securities remain derivative instruments rather than direct equity ownership.

Estimated Value and Market Assumptions

The issuer's estimated value of $968.20 per security represents the Wells Fargo Securities LLC assessment using proprietary pricing models applied to the security as of the pricing date. The filing explicitly disclaims that this estimated value represents "an indication of actual profit to us or to 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 any other person may be willing to buy the securities from you at any time after issuance." This language indicates that the estimated value reflects theoretical pricing assumptions but does not commit any party to purchasing the securities at that price in the secondary market.

The $31.80 discount between the original offering price of $1,000 and the estimated value of $968.20 incorporates the embedded cost of the derivatives structures, management fees, and profit margins embedded in the security's pricing. Investors should note that the filing provides no secondary market information, no liquidity assumptions, and no indication of bid-ask spreads or trading volumes that might be available after issuance. The securities are noted in the disclosure as having "no exchange listing" and being "designed to be held to maturity or automatic call," suggesting limited liquidity and trading opportunities.

Regulatory Status and Investor Disclaimers

The filing includes a standard regulatory disclaimer stating that neither the Securities and Exchange Commission nor any state securities commission or regulatory body has "approved or disapproved of these securities or passed upon the accuracy or adequacy of this pricing supplement or the accompanying product supplement, prospectus supplement and prospectus." The document notes that any representation claiming regulatory approval would constitute a criminal offense. This language ensures investors understand that regulatory bodies have not endorsed or validated the terms, risks, or estimated value of these securities.

The securities were issued under Registration Nos. 333-292881 and 333-292881-01, filed pursuant to Rule 424(b)(2). The pricing supplement was dated July 15, 2026, and was prepared to accompany an existing Product Supplement No. 1 dated February 13, 2026, a Prospectus Supplement dated February 13, 2026, and a base Prospectus dated February 13, 2026. Investors are directed to review these accompanying documents for comprehensive risk factors, detailed terms, and additional disclosures beyond the scope of this pricing supplement.

Complexity Warnings and Risk Considerations

The filing includes prominent warnings that "the securities have complex features and investing in the securities involves risks not associated with an investment in conventional debt securities." The issuer explicitly directs investors to review "Selected Risk Considerations" beginning on page PRS-11 of the pricing supplement and "Risk Factors" beginning on page PS-5 of the accompanying product supplement. These additional sections, referenced but not fully reproduced in the core pricing data, contain detailed discussion of market, credit, liquidity, and structural risks inherent in this security design.

The securities are specifically categorized as "Principal at Risk Securities," a classification that signals to investors that recovery of the original investment amount is not guaranteed and may be materially impaired depending on market performance of the underlying equities. This differs fundamentally from traditional Wells Fargo debt instruments and places these securities in a higher-risk category suitable only for investors with sophisticated understanding of derivative structures, equity market dynamics, technology sector volatility, and the ability to absorb potential total loss of their investment. The filing's repetitive emphasis on potential loss, complexity, and the asymmetrical risk from the lowest-performing Underlier design underscores the issuer's intent to ensure prospective investors fully comprehend the instruments' characteristics before purchase.