Wells Fargo (NYSE: WFC) prices senior fixed-to-floating SOFR notes

Rhea-AI Filing Summary

Wells Fargo & Company is offering senior unsecured Medium-Term Notes, Series Y, that pay a fixed interest rate from January 2026 until January 2046 and then a floating rate based on Compounded SOFR until their stated maturity in January 2047, unless the notes are redeemed earlier.

Wells Fargo may redeem the notes at its option during a make-whole redemption period running from February 2027 through January 2046, and later at par on specified dates, in each case plus accrued interest and subject to any required regulatory approvals. The notes will be sold to underwriting agents, including Wells Fargo Securities, at a purchase price equal to the issue price less an agent discount, so Wells Fargo receives the net proceeds. The notes are unsecured, are not bank deposits or insured obligations, and are subject to the company’s credit risk. They are not intended to be offered or made available to retail investors in the United Kingdom under UK PRIIPs rules.

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 JANUARY 15, 2026

Pricing Supplement No. 7 dated January , 2026

(to Prospectus Supplement dated August 28, 2025

and Prospectus dated August 28, 2025)

WELLS FARGO & COMPANY

Medium-Term Notes, Series Y

Senior Redeemable Fixed-to-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:		January  , 2026
Original Issue Date:		January  , 2026 (T+5)
Stated Maturity Date:		January  , 2047; 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.
Optional Redemption:		At our option, we may redeem the notes (i) in whole, but not in part, on January  , 2046 (the “First Par Call Date”) or (ii) in whole at any time or in part from time to time, on or after July  , 2046, 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.
		At our option, we may also redeem the notes, in whole at any time or in part from time to time, on any day included in the Make-Whole Redemption Period (as defined below), at a redemption price calculated as described under “Description of Debt Securities—Redemption and Repayment—Optional Make-Whole Redemption of Debt Securities.”
		As used in connection with the notes:
		The “Make-Whole Redemption Period” is the period commencing on, and including, February  , 2027 and ending on, and including, January  , 2046.

		The “Make-Whole Spread” is  %.
		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” and “—Redemption and Repayment—Optional Make-Whole Redemption of Debt Securities”, as applicable, in the accompanying prospectus.
Price to Public (Issue Price):		%, plus accrued interest, if any, from January  , 2026
Agent Discount (Gross Spread):		%
All-in Price (Net of Agent Discount):		%, plus accrued interest, if any, from January  , 2026
Net Proceeds:		$
Interest Rate:		The notes will bear interest at a fixed rate from January  , 2026 to, but excluding, January  , 2046 (the “Fixed Rate Period”) and, if not previously redeemed, at a floating rate from, and including, January  , 2046 to, but excluding, maturity (the “Floating Rate Period”).

Fixed Rate Terms

Fixed Rate Period:		See “Description of Debt Securities—Interest and Principal Payments” and “—Fixed Rate Debt Securities” in the accompanying prospectus for additional information.
Interest Rate:		%
Interest Payment Dates:		Each January   and July  , commencing July  , 2026 and ending January  , 2046
Benchmark:		UST  % due
Benchmark Yield:		%
Spread to Benchmark:		+  basis points
Re-Offer Yield:		%

Floating Rate Terms

Floating Rate Period: See “Description of Debt Securities—Interest and Principal Payments,” “—Floating Rate Debt Securities” and “—Floating Rate

2

		Debt Securities—Base Rates—Compounded SOFR Notes” in the accompanying prospectus for additional information.
Base Rate:		Compounded SOFR
Spread:		+  basis points
Minimum Interest Rate for an Interest Period:		0% per annum
Interest Payment Dates:		Each January  , April  , July  and October  , commencing April  , 2046, and at maturity.
Calculation Agent:		The Calculation Agent for the notes has not been appointed, but we will appoint a Calculation Agent prior to the commencement of the Floating Rate Period. An affiliate of ours may be appointed the Calculation Agent. Computershare Trust Company, N.A., as security registrar and paying agent for the notes, shall not be named as “our designee” or as Calculation Agent.

Listing:		None
				Principal Amount
Agent (Sole Bookrunner):		Wells Fargo Securities, LLC		$
Agents (Joint Lead Managers):
Agents (Co-Managers):
		Total:		$
Supplemental Plan of Distribution:		On January  , 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 January  , 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:		In the opinion of Faegre Drinker Biddle & Reath LLP, the notes should be considered variable rate debt securities that provide for stated interest at a fixed rate in addition to a qualified floating rate. See “United States Federal Income Tax Considerations—U.S. Federal Income Taxation of U.S. Holders—Debt Securities—Variable Rate Debt Securities” in the accompanying prospectus. Notwithstanding that we expect that the notes will be issued at par, under rules governing notes with a fixed rate in addition to a qualified floating rate, it is possible that the notes could be issued with OID. Whether the notes are issued with OID will be

3

		determined at the time of issue. Information regarding the determination of the amount of OID, if any, on the notes may be obtained by submitting a written request to Wells Fargo Bank, National Association, Treasury Funding Desk, N9310-060, 550 South Fourth Street, Minneapolis, MN 55415-1529.
		Additional tax considerations are discussed under “United States Federal Income Tax Considerations” in the accompanying prospectus.
CUSIP:		95000U4F7

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.”

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 one (or more) of the following:

(i) a retail client as defined in point (8) of Article 2 of Regulation (EU) 2017/565 as it forms part of assimilated law 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”); or

(ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the “FSMA”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as 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 by virtue of the EUWA; or

(iii) not a qualified investor as defined in Article 2(e) of the EU Prospectus Regulation as it forms part of assimilated law by virtue of the EUWA (as amended, the “UK Prospectus Regulation”); or

(iv) not a qualified investor as defined in paragraph 15 of Schedule 1 to The Public Offers and Admissions to Trading Regulations 2024 (SI 2024/105) (the “POATR”); and

4

(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 the EU PRIIPs Regulation (as defined in the accompanying prospectus) as it forms part of assimilated law by virtue of the EUWA (as amended, 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 (as applicable) an (i) exemption under the UK Prospectus Regulation from the requirement to publish a prospectus for offers of notes or (ii) an exemption from the prohibition on offers to the public under the POATR. For the avoidance of doubt, while this document is described as a prospectus (and any accompanying document as a prospectus supplement), neither this document nor any accompanying document is a prospectus for the purposes of the UK Prospectus Regulation or the POATR (as applicable).

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 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.

5

FAQ

What type of securities is Wells Fargo (WFC) offering in this document?

Wells Fargo is offering Medium-Term Notes, Series Y, which are senior unsecured redeemable fixed-to-floating rate notes. They are obligations of Wells Fargo & Company and are not deposits or obligations of any bank subsidiary, nor are they insured by any governmental agency.

How do the interest payments on Wells Fargo (WFC) Series Y notes work?

The notes pay fixed interest from January 2026 to January 2046 (the Fixed Rate Period), with interest payable each January and July. If the notes are still outstanding after January 2046, they switch to a floating rate based on Compounded SOFR plus a spread, with interest payable each January, April, July and October and at maturity.

When do the Wells Fargo (WFC) Series Y notes mature?

The Series Y notes have a stated maturity date in January 2047. On that date, holders are 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, unless the notes have been redeemed earlier.

What redemption options does Wells Fargo have for these Series Y notes?

Wells Fargo may redeem the notes at its option in several ways. It may redeem them in whole on a defined First Par Call Date in January 2046, or in whole or in part on or after a date in July 2046, in each case at 100% of principal plus accrued interest. It may also redeem the notes in whole or in part on any day during a Make-Whole Redemption Period from February 2027 through January 2046, at a price calculated using a make-whole formula, in each case subject to any required regulatory approvals.

What benchmark and base rate are used for the floating rate period of Wells Fargo (WFC) Series Y notes?

For the floating rate period starting in January 2046, the notes use Compounded SOFR as the base rate, plus a stated spread. The documentation also references a benchmark U.S. Treasury security for the initial fixed-rate pricing. Investors are directed to the risk factors relating to SOFR, Compounded SOFR and a benchmark replacement in the accompanying prospectus.

Are there any restrictions on offering these Wells Fargo (WFC) notes to investors in the United Kingdom?

Yes. The notes are not intended to be offered, sold or otherwise made available to any retail investor in the United Kingdom. No key information document has been prepared under the UK PRIIPs Regulation, and offering or selling the notes to UK retail investors may be unlawful. The documents may only be used with certain non-retail “relevant persons” in the UK, such as investment professionals and high net worth entities.

How will Wells Fargo (WFC) distribute these Series Y notes and who receives the proceeds?

On the trade date in January 2026, Wells Fargo agreed to sell the notes to the agents, including Wells Fargo Securities as sole bookrunner, at a purchase price equal to the issue price less an agent discount. Wells Fargo receives the net proceeds from this sale, while the agents may resell the notes to investors at the issue price.