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Wells Fargo (WFC) prices Senior Floating-Rate Notes maturing May 2029

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(Neutral)
Filing Sentiment
(Neutral)
Form Type
424B2

Rhea-AI Filing Summary

Wells Fargo & Company priced Senior Redeemable Floating Rate Medium-Term Notes due May, 2029. The notes are unsecured obligations of the Company, pay interest based on Compounded SOFR plus a spread, and include optional redemption rights beginning May, 2028.

The notes are offered under an effective registration statement and are subject to the terms, distribution mechanics, tax considerations, and risk factors stated in the accompanying prospectus supplement and prospectus. Sales to UK retail investors are prohibited under the stated UK PRIIPs-related restriction; distribution in the UK is limited to defined "relevant persons."

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Insights

Medium-term floating-rate notes priced under an existing shelf; typical bank debt issuance terms.

The pricing supplement supplements an effective registration statement for unsecured senior redeemable floating rate notes due May, 2029, with interest tied to Compounded SOFR plus an indicated spread. The notes include an optional call beginning May, 2028 and customary distribution mechanics through Wells Fargo Securities.

Key dependencies include the final issue price, agent discount, and the exact spread to Compounded SOFR, which are left as placeholders here. Timing and cash-flow allocation details follow the prospectus; any regulatory approval for redemptions is preserved as a qualifier.

Structure is a standard senior floating-rate note with affiliate calculation agent noted.

The supplement specifies that Wells Fargo Securities, LLC will act as Calculation Agent and sole bookrunner; it highlights potential conflicts of interest from an affiliate calculation agent. Interest resets reference Compounded SOFR with a stated floor of 0% per annum.

Investors should consult the prospectus for the finalized spread, issue price, and agent fees; redemption mechanics reference regulatory approval and the prospectus redemption provisions.

Registration No. 333-287868 pricing supplement relates to an effective registration statement
Stated Maturity May, 2029 maturity date for the notes
Original Issue Date May, 2026 (T+5) stated original issue timing in the supplement
Minimum Interest Rate 0% per annum floor for any interest period
CUSIP 95000U4G5 identifier for the notes
Optional Redemption Earliest Date May, 2028 issuer may redeem in whole on this date
Compounded SOFR financial
"Risks Relating To SOFR, Compounded SOFR And A Benchmark Replacement"
Compounded SOFR is an interest rate benchmark calculated by taking the daily Secured Overnight Financing Rate (SOFR) values over a set period and combining them to produce a single effective interest rate for that period. Think of it like rolling up many tiny daily interest charges into one total bill for the month or quarter; it determines the actual interest owed on floating-rate loans, bonds, and derivatives. Investors care because it directly affects borrowing costs, cash flows and the value of interest-sensitive securities, and it is widely used as a replacement for older benchmark rates.
Calculation Agent financial
"References to the Calculation Agent shall mean Wells Fargo Securities, LLC"
Pricing Supplement regulatory
"This pricing supplement relates to an effective registration statement"
A pricing supplement is a short, final document that gives the exact terms of a new securities offering—such as the price, interest rate, size and settlement date—building on the broader prospectus. Think of it as the day’s receipt that turns a general menu into the specific order; investors use it to see the concrete deal terms that determine value, yield and whether to buy.
UK PRIIPs Regulation regulatory
"no key information document required by Regulation (EU) No 1286/2014"

Filed Pursuant to Rule 424(b)(2)
Registration No. 333-287868

 

This pricing supplement relates to an effective registration statement under the Securities Act of 1933, but is not complete and may be changed. This pricing supplement and the accompanying prospectus supplement and prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

 

SUBJECT TO COMPLETION, DATED MAY 13, 2026

Pricing Supplement No. 9 dated May  , 2026

(to Prospectus Supplement dated August 28, 2025

and Prospectus dated August 28, 2025)

WELLS FARGO & COMPANY

Medium-Term Notes, Series Y

Senior Redeemable Floating Rate Notes

You should read the more detailed description of the notes provided under “Description of Notes” in the accompanying prospectus supplement and “Description of Debt Securities” in the accompanying prospectus, as supplemented by this pricing supplement. The notes are unsecured obligations of Wells Fargo & Company (the “Company”), and all payments on the notes are subject to the credit risk of the Company. If the Company defaults on its obligations, you could lose some or all of your investment. The notes are not savings accounts, deposits or other obligations of any bank or nonbank subsidiary of the Company and are not insured by the Federal Deposit Insurance Corporation, the Deposit Insurance Fund or any other governmental agency. Certain defined terms used but not defined herein have the meanings set forth in the accompanying prospectus supplement and prospectus.

 

Aggregate Principal Amount Offered:   

$   

Trade Date:   

May   , 2026

Original Issue Date:   

May   , 2026 (T+5)

Stated Maturity Date:   

May   , 2029; on the stated maturity date, the holders of the notes will be entitled to receive a cash payment in U.S. dollars equal to 100% of the principal amount of the notes plus any accrued and unpaid interest.

Price to Public (Issue Price):   

 %, plus accrued interest, if any, from May  , 2026

Agent Discount (Gross Spread):   

 %

All-in Price (Net of Agent Discount):   

 %, plus accrued interest, if any, from May  , 2026

Net Proceeds:   

$   

Base Rate:   

Compounded SOFR

Spread:   

+  basis points

Minimum Interest Rate for an Interest Period:   

0% per annum

Interest Payment Dates:   

Each February , May , August  and November , commencing August , 2026, and at maturity.

 


Calculation Agent:   

References to the Calculation Agent shall mean Wells Fargo Securities, LLC, an affiliate of the Company, acting in its capacity as Calculation Agent, and its successors and assigns or any other calculation agent appointed by the Company.

Optional Redemption:   

At our option, we may redeem the notes (i) in whole, but not in part, on May    , 2028 or (ii) in whole at any time or in part from time to time, on or after April    , 2029, in each case at a redemption price equal to 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the date of such redemption.

  

Any redemption may be subject to prior regulatory approval and will be effected pursuant to the procedures described under “Description of Debt Securities—Redemption and Repayment—Optional Redemption By Us” in the accompanying prospectus.

Listing:   

None

   Principal Amount  
Agent (Sole Bookrunner):   

Wells Fargo Securities, LLC                 $

Agents (Joint Lead Managers):   
Agents (Co-Managers):   
  

   Total:                      $

Supplemental Plan of Distribution:   

On May    , 2026, we agreed to sell to the Agents, and the Agents agreed to purchase, the notes at a purchase price of    %, plus accrued interest, if any, from May    , 2026. The purchase price equals the issue price of    % less a discount of    % of the principal amount of the notes.

United States Federal Income Tax Considerations:   

Tax considerations are discussed under “United States Federal Income Tax Considerations” in the accompanying prospectus.

CUSIP:   

95000U4G5

Risk Factors

See “Risk Factors” in the accompanying prospectus for risk factors regarding the notes, including, in particular, the risk factors appearing under the heading “Risks Relating To SOFR, Compounded SOFR And A Benchmark Replacement” and “Risks Relating To Our Securities Generally—One Of Our Affiliates May Act As The Calculation Agent With Respect To Our Securities And, As A Result, Potential Conflicts Of Interest Could Arise.”

 

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Sales Restrictions

The sales restrictions contained in the accompanying prospectus for the United Kingdom shall be replaced with the following:

Prohibition of Sales to United Kingdom Retail Investors

The notes are not intended to be offered, sold or otherwise made available to, and should not be offered, sold or otherwise made available to, any retail investor in the United Kingdom. For these purposes:

 

  (a)

the expression “retail investor” means a person who is neither:

 

  (i)

a “professional client” as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of assimilated law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (as amended, and together with any statutory instruments made in exercise of the powers conferred by such Act, the “EUWA”); nor

 

  (ii)

a “qualified investor” as defined in paragraph 15 of Schedule 1 to The Public Offers and Admissions to Trading Regulations 2024 (the “UK POATRs”); and

 

  (b)

the expression “offer” includes the communication in any form and by any means, presenting sufficient information on the terms of the offer and the notes to be offered, so as to enable an investor to decide to purchase or subscribe for those notes.

Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of assimilated law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling packaged retail and insurance-based investment products or otherwise making them available to retail investors in the United Kingdom has been prepared, and therefore offering or selling the notes or otherwise making them available to any retail investor in the United Kingdom may be unlawful under the UK PRIIPs Regulation.

References in this section titled “Prohibition of Sales to United Kingdom Retail Investors” to United Kingdom legislation include any successor legislation to that legislation.

Notice to Prospective Investors in the United Kingdom

This pricing supplement and the accompanying prospectus supplement and prospectus (including any amendments thereto) have been prepared on the basis that any offer of notes in the United Kingdom will be made pursuant to public offers of relevant securities in the UK POATRs in circumstances not requiring a prospectus pursuant to the United Kingdom Financial Conduct Authority (“FCA”) Handbook Admission to Trading on a Regulated Market Sourcebook (“FCA PRM Sourcebook”). For the avoidance of doubt, while this document is described as a pricing supplement (and the accompanying documents as a prospectus supplement and prospectus), neither this document nor any accompanying document is a prospectus for the purposes of the UK POATRs or the FCA PRM Sourcebook.

In the United Kingdom, this pricing supplement and the accompanying prospectus supplement and prospectus (including any amendments thereto) are being distributed only to, and are directed only at, “non-retail investors” (being persons who are not “retail investors” as defined in the section above titled “Prohibition of Sales to United Kingdom Retail Investors”) who are also (i) persons having professional

 

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experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”), (ii) high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2)(a) to (c) of the Order, or (iii) other persons to whom they may otherwise lawfully be communicated (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this pricing supplement and the accompanying prospectus supplement and prospectus (including any amendments thereto) relates is only available to, and will be engaged in only with, relevant persons. Any person in the United Kingdom who is not a relevant person should not act or rely on this pricing supplement and the accompanying prospectus supplement and prospectus (including any amendments thereto) or any of their contents. Each person in the United Kingdom who purchases notes will be deemed to have represented and warranted that they are a relevant person.

References in this section titled “Notice to Prospective Investors in the United Kingdom” to United Kingdom legislation include any successor legislation to that legislation.

 

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FAQ

What maturity do the Wells Fargo (WFC) floating-rate notes have?

The notes mature in May 2029. On maturity, holders are entitled to receive 100% of principal plus accrued unpaid interest according to the pricing supplement and prospectus.

How is interest calculated on the WFC Senior Redeemable Floating Rate Notes?

Interest is based on Compounded SOFR plus a spread (the supplement shows a spread placeholder). The notes include a 0% per annum minimum interest rate for any interest period.

Are these Wells Fargo notes secured or insured?

These notes are unsecured obligations of Wells Fargo & Company and are not deposits; they are not insured by the FDIC or other governmental agencies, and payments are subject to the Company’s credit risk.

When can Wells Fargo redeem the notes early?

Wells Fargo may redeem the notes in whole on May 2028 and in whole or in part on or after April 2029, at a redemption price equal to 100% of principal plus accrued interest, subject to any required regulatory approval.

Who acts as Calculation Agent and bookrunner for this offering?

The supplement names Wells Fargo Securities, LLC as Calculation Agent and the Principal Amount Agent/sole bookrunner, and notes potential conflicts from an affiliate acting as Calculation Agent.