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Wells Fargo (NYSE: WFC) pricing supplement for senior fixed-to-floating notes

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(Low)
Filing Sentiment
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Form Type
424B2

Rhea-AI Filing Summary

Wells Fargo & Company is offering Medium-Term Notes, Series Y — senior redeemable fixed-to-floating rate notes pursuant to an effective registration statement, presented in a pricing supplement that is subject to completion. The notes have a stated maturity in May 2029, a fixed interest period through May 2028, and, if not redeemed, a floating rate thereafter. The notes are unsecured obligations of the Company and payments are subject to the Company’s credit risk. The supplement describes optional redemption mechanics including a First Par Call in May 2028 and a Make-Whole Redemption Period beginning in May 2027. Certain economic terms, aggregate principal amount, interest rates and issue price are set forth in the supplement and prospectus but are not stated in the provided excerpt.

Positive

  • None.

Negative

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Insights

Structure and callable features matter for valuation.

The offering is a fixed-to-floating senior note with a fixed-rate period through May 2028 and a floating-rate period to maturity on May 2029. The document details optional redemption mechanics, including a First Par Call on May 2028 and a Make-Whole Redemption Period commencing on May 2027.

Pricing, exact coupon, aggregate principal amount, and the Make-Whole Spread are left blank in the excerpt; those figures will determine investor yield and call economics once disclosed in the completed supplement.

Tax characterization is stated as variable rate debt securities.

Faegre Drinker Biddle & Reath LLP opines the notes should be treated as variable rate debt securities for U.S. federal income tax purposes, referencing rules for a fixed rate in addition to a qualified floating rate. The prospectus notes that original issue discount (OID) treatment will be determined at issuance.

Investors with tax questions are directed to written contact details provided for Wells Fargo Bank, N.A.; the supplement cites further tax discussion in the prospectus.

Stated Maturity May 2029 Stated maturity date of the notes
Fixed Rate Period end May 2028 Fixed-rate interest applies through this date
First Par Call Date May 2028 Issuer may redeem in whole on this date
Make-Whole Redemption Period May 2027 to May 2028 Period when make-whole redemptions may apply
CUSIP 95000U4H3 Identifier for the notes
Prospectus status Subject to completion Pricing supplement dated May 2026 is subject to completion
Compounded SOFR financial
"Base Rate: Compounded SOFR Spread: + basis points"
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.
Make-Whole Redemption Period financial
"The “Make-Whole Redemption Period” is the period commencing on, and including, May , 2027"
OID tax
"it is possible that the notes could be issued with OID"
Original issue discount (OID) is the difference between a debt instrument’s stated face value and the lower price at which it is first sold. It matters to investors because that discount represents part of the bond’s return and can change the effective yield and tax treatment — like buying a gift card for less than its value and receiving the full amount later, your gain is realized as the instrument approaches maturity.
Variable rate debt securities regulatory
"the notes should be considered variable rate debt securities"
Offering Type shelf

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.

 

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

SUBJECT TO COMPLETION, DATED MAY 13, 2026

Pricing Supplement No. 8 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 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:

   

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.

Optional Redemption:

   

At our option, we may redeem the notes (i) in whole, but not in part, on May  , 2028 (the “First Par Call Date”) 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.

  

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, May  , 2027 and ending on, and including, May  , 2028.

 

  

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 May  , 2026

Agent Discount

(Gross Spread):

   

 %

All-in Price (Net of

Agent Discount):

   

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

Net Proceeds:

   

$   

Interest Rate:

   

The notes will bear interest at a fixed rate from May  , 2026 to, but excluding, May  , 2028 (the “Fixed Rate Period”) and, if not previously redeemed, at a floating rate from, and including, May  , 2028 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 May   and November  , commencing November  , 2026 and ending May  , 2028

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 Debt Securities—Base Rates—Compounded SOFR Notes” in the accompanying prospectus for additional information.

 

2

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  , 2028, 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 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:

   

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 determined at the time of issue. Information regarding the determination of the amount of OID, if any, on the notes may be

 

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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:   

95000U4H3

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 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.

 

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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 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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Source: View Original Filing on SEC EDGAR

FAQ

What is the maturity of the Wells Fargo Series Y notes (WFC)?

The notes have a stated maturity in May 2029. Holders will receive 100% of principal plus accrued interest at maturity, subject to the Company’s credit risk and the terms described in the prospectus and supplement.

When can Wells Fargo redeem the Series Y notes early?

Wells Fargo may redeem the notes in whole on the First Par Call in May 2028, and may redeem in whole or in part during the Make-Whole Redemption Period beginning May 2027, subject to any required regulatory approvals.

How do interest payments work on these fixed-to-floating notes?

Interest accrues at a fixed rate through May 2028 (fixed-rate period) and, if not redeemed, converts to a floating rate from May 2028 to maturity, with floating payments scheduled quarterly beginning August 2028.

Are the notes secured or FDIC insured?

The notes are unsecured obligations of Wells Fargo & Company and are not savings accounts or bank deposits; they are not insured by the FDIC or any other governmental agency.

What tax treatment is indicated for the Series Y notes?

Tax counsel states the notes should be treated as variable rate debt securities for U.S. federal income tax purposes. The prospectus notes that whether the notes bear OID will be determined at issuance.