Wells Fargo Prices $1.811 Billion Medium-Term Note Offering With 5.35% Fixed Coupon Due 2038

Terms and Structure of the 12-Year Note Offering

Wells Fargo issued medium-term notes with a principal amount of $1.811 billion under its Series AA program. Each individual note carries a principal amount of $1,000 and is available in denominations of $1,000 and any integral multiples thereof. The notes were priced on July 16, 2026, with an issue date of July 20, 2026, and a stated maturity date of July 20, 2038, providing investors with a 12-year investment horizon subject to the company's redemption rights. The original offering price was set at $1,000 per note, though the filing indicates that eligible institutional investors and those purchasing notes in fee-based advisory accounts received varying prices ranging from $980.00 to $1,000.00 per note based on negotiated market conditions at the time of sale.

The compensation structure for this offering included an agent discount of up to $20.00 per note, with Wells Fargo Securities, LLC—a wholly owned subsidiary of Wells Fargo & Company—acting as the agent and principal in the distribution. Selected dealers received selling concessions of up to $20.00 per note depending on market conditions relevant to the notes' value at the time orders were submitted. The total agent discount applied to this offering reached $30,712.00, resulting in net proceeds to Wells Fargo of $1,780,288.00 after accounting for distribution costs.

Interest Rate and Semi-Annual Payment Schedule

The notes carry a fixed coupon rate of 5.35% per annum, providing predictable income for investors throughout the 12-year term. Interest payments occur semi-annually on the 20th day of January and July, with the first payment scheduled for January 20, 2027. The interest calculation methodology follows the framework outlined in the prospectus supplement dated February 13, 2026, with each interest period running from and including the preceding interest payment date through but excluding the next payment date. Investors will receive the full principal amount of $1,000 per note at stated maturity on July 20, 2038, plus any accrued and unpaid interest, unless Wells Fargo exercises its redemption rights prior to that date.

The fixed nature of the coupon means that interest received remains constant regardless of market interest rate movements during the note term. This characteristic creates both opportunity and risk for investors: if prevailing market rates rise significantly above 5.35%, the notes' yield becomes less competitive, whereas if rates fall below the coupon rate, the notes become more valuable relative to new issuances. Wells Fargo's redemption rights become particularly relevant in lower rate environments, as discussed in the risk disclosures accompanying the offering.

Wells Fargo's Optional Redemption Rights and Investor Implications

Wells Fargo retains the right to redeem the notes in their entirety—but not in part—on optional redemption dates beginning July 20, 2028, and annually thereafter through July 20, 2037. Redemption occurs at 100% of the principal amount plus any accrued and unpaid interest to, but excluding, the redemption date. The company must provide notice to noteholders at least 5 days and no more than 30 days prior to any redemption date, with any redemption potentially subject to prior regulatory approval. This structure gives Wells Fargo significant flexibility in managing its debt portfolio while creating reinvestment risk for investors who may face forced exit from the position before maturity.

The redemption feature makes it more likely that Wells Fargo will exercise its call option during periods when prevailing market interest rates fall below 5.35%. If the company redeems early, investors will no longer receive the full benefit of the higher coupon rate and will face the challenge of reinvesting the proceeds in a potentially lower-yield environment. This dynamic is explicitly flagged in the offering's risk disclosures, which state that redemption is more probable when the remaining interest would accrue at rates higher than what Wells Fargo would pay on comparable conventional fixed-rate non-redeemable debt of similar maturity.

Credit Risk and Unsecured Nature of the Obligation

The notes are senior unsecured debt obligations of Wells Fargo & Company and represent part of the company's Medium-Term Notes, Series AA program. All payments on the notes—both interest and principal—are subject to the full credit risk of Wells Fargo. The offering materials emphasize repeatedly that if Wells Fargo defaults on its obligations, investors could lose some or all of their investment. This unsecured status means the notes are not backed by specific collateral and rank with other unsecured senior debt of the institution in the event of financial distress.

Critically, the notes are not savings accounts, deposits, or other obligations of a depository institution, and they receive no protection from the Federal Deposit Insurance Corporation, the Deposit Insurance Fund, or any other governmental agency. Investors rely entirely on Wells Fargo's creditworthiness and ability to meet its obligations throughout the 12-year term. The filing stresses that investment in these notes involves risks distinct from conventional debt securities, requiring investors to conduct thorough credit analysis of Wells Fargo before committing capital.

Market Listing Status and Holder Rights

The notes will not be listed on any securities exchange or automated quotation system, meaning they lack the trading liquidity that typically characterizes publicly listed securities. This structure is intentional, as the offering documentation indicates the notes are designed to be held to maturity. The absence of exchange listing does not prevent secondary trading among investors willing to negotiate off-exchange transactions, but it significantly reduces the availability of real-time pricing and the ease with which investors can exit positions prior to maturity or redemption.

Noteholders possess no option to require repayment of principal prior to the stated maturity date or any earlier redemption by Wells Fargo. This means investors cannot force early exit from the investment if their financial circumstances or market conditions change. The one-way redemption feature—allowing Wells Fargo to call the notes but preventing investors from putting them back—asymmetrically favors the issuer and represents a material consideration for investors evaluating the attractiveness of this offering relative to alternative fixed income investments.

Issuance Registration and Regulatory Compliance

This pricing supplement was filed pursuant to Securities and Exchange Commission Rule 424(b)(2) under registration number 333-292881. The offering documents incorporate by reference the prospectus supplement dated February 13, 2026, and the base prospectus also dated February 13, 2026, both of which contain additional detailed information regarding Wells Fargo's business, financial condition, risk factors, and the terms and conditions governing the notes. To the extent of any inconsistency between the pricing supplement and the prospectus documents, the pricing supplement controls as the most recent and specific disclosure.

The Securities and Exchange Commission and state securities regulators have not approved or disapproved the notes, nor have they passed upon the accuracy or adequacy of the offering documentation. Wells Fargo notes that any contrary representation constitutes a criminal offense. Investors are directed to review the complete prospectus materials available on the SEC's website through EDGAR filings to obtain comprehensive information about Wells Fargo's business operations, financial position, and the specific risks associated with this debt issuance.

Interest Rate Environment and Competitive Positioning

The 5.35% coupon rate reflects market conditions and Wells Fargo's credit profile as of the July 16, 2026 pricing date. The offering documentation acknowledges that interest rates may change significantly over the 12-year term and that prevailing market rates may rise above or fall below the note coupon at various points during the holding period. This recognition highlights the importance of investors evaluating the relative attractiveness of the 5.35% rate in the context of broader market yields available for comparable fixed income instruments at the time of purchase.

The fixed coupon structure contrasts with floating-rate alternatives and provides certainty regarding cash flows but eliminates any upside benefit if interest rates rise materially. Investors must weigh the security of knowing their semi-annual interest payments against the opportunity cost of being locked into a fixed rate if market conditions move favorably. The offering materials make clear that the interest return on these notes may be less favorable than returns available through other investment vehicles, particularly in rising-rate environments.

Distribution Channel and Investor Eligibility

Wells Fargo Securities, LLC managed the distribution of these notes, with selected dealers potentially offering the securities to eligible institutional investors and investors purchasing through fee-based advisory accounts. The pricing structure reflects this multi-channel approach, allowing for some price variation based on negotiated terms and investor category while maintaining floor and ceiling prices of $980.00 and $1,000.00 per note respectively. Dealers who facilitated sales to institutional and fee-based advisory account holders could negotiate foregone or reduced selling concessions depending on market conditions at the time each order was submitted.

The agency structure with Wells Fargo Securities acting as principal means the company bears responsibility for unsold inventory and has significant discretion in the distribution process. This arrangement is customary in medium-term note offerings and allows flexibility in managing the pace and scope of the distribution while maintaining control over pricing integrity and the overall offering process.

Risk Factors Specific to Fixed Rate Callable Instruments

Beyond the general credit risk associated with Wells Fargo, the offering materials identify several specific risks inherent to fixed rate callable notes. First, investors face the risk that interest rates will change over the security's term, potentially rendering the 5.35% coupon uncompetitive relative to new market offerings. Second, the redemption feature creates asymmetric risk: Wells Fargo is incentivized to redeem when rates fall, forcing investors to reinvest at lower yields, but investors cannot require redemption when rates rise and alternative investments become less attractive. Third, the 12-year maturity represents a relatively long commitment period, exposing investors to extended interest rate risk and inflation risk if real purchasing power of the fixed interest payments declines significantly.

The offering documents explicitly warn that investment in the notes may be riskier than investment in notes with shorter maturities, given the extended time horizon and exposure to intervening economic and market developments. Investors are advised to carefully consider these risks and to reach investment decisions only after thorough consultation with financial advisors who can evaluate the appropriateness of the investment given individual circumstances and portfolio objectives.