Wells Fargo (NYSE: WFC) offers $2B 2047 fixed-to-floating debt notes

Rhea-AI Filing Summary

Wells Fargo & Company is offering $2,000,000,000 of senior unsecured Medium-Term Notes, Series Y, with fixed-to-floating interest and a stated maturity on January 23, 2047.

The notes are issued at 100.000% of principal (with net proceeds of $1,982,500,000) and pay a fixed coupon of 5.433%, with interest paid each January 23 and July 23 from July 23, 2026 through January 23, 2046. If not redeemed, the rate then switches to a floating rate based on Compounded SOFR +123 basis points, with a 0% minimum rate and quarterly interest payments.

The notes are redeemable at Wells Fargo’s option at a make-whole price from February 1, 2027 through January 22, 2046, and at par on January 23, 2046 or on or after July 23, 2046, in each case plus accrued interest and subject to any required regulatory approvals. The notes are not insured by any government agency, are not listed on any exchange, and are not intended for retail investors in the United Kingdom under UK PRIIPs and related rules.

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

Pricing Supplement No. 7 dated January 15, 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:		$2,000,000,000
Trade Date:		January 15, 2026
Original Issue Date:		January 23, 2026 (T+5)
Stated Maturity Date:		January 23, 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 23, 2046 (the “First Par Call Date”) or (ii) in whole at any time or in part from time to time, on or after July 23, 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 1, 2027 and ending on, and including, January 22, 2046.

		The “Make-Whole Spread” is 0.15%.
		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):		100.000%, plus accrued interest, if any, from January 23, 2026
Agent Discount (Gross Spread):		0.875%
All-in Price (Net of Agent Discount):		99.125%, plus accrued interest, if any, from January 23, 2026
Net Proceeds:		$1,982,500,000
Interest Rate:		The notes will bear interest at a fixed rate from January 23, 2026 to, but excluding, January 23, 2046 (the “Fixed Rate Period”) and, if not previously redeemed, at a floating rate from, and including, January 23, 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:		5.433%
Interest Payment Dates:		Each January 23 and July 23, commencing July 23, 2026 and ending January 23, 2046
Benchmark:		UST 4.625% due November 15, 2045
Benchmark Yield:		4.733%
Spread to Benchmark:		+70 basis points
Re-Offer Yield:		5.433%

Floating Rate Terms

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

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		Debt Securities—Base Rates—Compounded SOFR Notes” in the accompanying prospectus for additional information.
Base Rate:		Compounded SOFR
Spread:		+123 basis points
Minimum Interest Rate for an Interest Period:		0% per annum
Interest Payment Dates:		Each January 23, April 23, July 23 and October 23, commencing April 23, 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		$	1,742,000,000
Agents (Joint Lead Managers):		Academy Securities, Inc.			10,000,000
		Loop Capital Markets LLC			10,000,000
		R. Seelaus & Co., LLC			10,000,000
		Samuel A. Ramirez & Company, Inc.			10,000,000
Agents (Senior Co-Managers):		C.L. King & Associates, Inc.			8,000,000
		Drexel Hamilton, LLC			8,000,000
		Falcon Square Capital LLC			8,000,000
		Mischler Financial Group, Inc.			8,000,000
Agents (Co-Managers):		ABN AMRO Capital Markets (USA) LLC			6,000,000
		BMO Capital Markets Corp.			6,000,000
		CaixaBank, S.A.			6,000,000
		Capital One Securities, Inc.			6,000,000
		CIBC World Markets Corp.			6,000,000
		Citizens JMP Securities, LLC			6,000,000
		Commonwealth Bank of Australia			6,000,000
		Fifth Third Securities, Inc.			6,000,000
		ING Financial Markets LLC			6,000,000
		Lloyds Securities Inc.			6,000,000
		M&T Securities, Inc.			6,000,000
		MUFG Securities Americas Inc.			6,000,000
		nabSecurities, LLC			6,000,000
		National Bank of Canada Financial Inc.			6,000,000

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		Natixis Securities Americas LLC			6,000,000
		NatWest Markets Securities Inc.			6,000,000
		Nordea Bank Abp			6,000,000
		PNC Capital Markets LLC			6,000,000
		Rabo Securities USA, Inc.			6,000,000
		RBC Capital Markets, LLC			6,000,000
		Santander US Capital Markets LLC			6,000,000
		Scotia Capital (USA) Inc.			6,000,000
		SEB Securities, Inc.			6,000,000
		Standard Chartered Bank			6,000,000
		TD Securities (USA) LLC			6,000,000
		American Veterans Group, PBC			6,000,000
		CastleOak Securities, L.P.			6,000,000
		Great Pacific Securities			6,000,000
		Multi-Bank Securities, Inc.			6,000,000
		ANZ Securities, Inc.			4,000,000
		Credit Agricole Securities (USA) Inc.			4,000,000
		Desjardins Securities Inc.			4,000,000
		Total:		$	2,000,000,000
Supplemental Plan of Distribution:		On January 15, 2026, we agreed to sell to the Agents, and the Agents agreed to purchase, the notes at a purchase price of 99.125%, plus accrued interest, if any, from January 23, 2026. The purchase price equals the issue price of 100.00% less a discount of 0.875% of the principal amount of the notes.
		To the extent any Agent that is not a U.S. registered broker-dealer intends to effect any offers or sales of any notes in the United States, it will do so through one or more U.S. registered broker-dealers in accordance with the applicable U.S. securities laws and regulations.
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 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.

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		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

(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,

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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.

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FAQ

What is Wells Fargo (WFC) issuing in this 424B2 pricing supplement?

Wells Fargo & Company is issuing $2,000,000,000 of Medium-Term Notes, Series Y, which are senior unsecured redeemable fixed-to-floating rate notes maturing on January 23, 2047.

How do the interest payments work on Wells Fargo’s Series Y senior notes?

From January 23, 2026 to January 23, 2046, the notes pay a fixed interest rate of 5.433% with semiannual payments each January 23 and July 23. After January 23, 2046, if the notes are still outstanding, the rate becomes a floating rate based on Compounded SOFR +123 basis points, with a minimum of 0% per year and quarterly payments.

What are the redemption features of Wells Fargo’s 2047 fixed-to-floating notes?

Wells Fargo may redeem the notes at a make-whole price any time from February 1, 2027 through January 22, 2046. It may also redeem them at 100% of principal plus accrued interest in whole on January 23, 2046, or in whole or in part on or after July 23, 2046, subject to any required regulatory approvals.

What price are the Wells Fargo Series Y notes being sold at and what are the net proceeds?

The notes are offered at a price to the public of 100.000% of principal, with an agent discount of 0.875%, resulting in an all-in price of 99.125%. The expected net proceeds to Wells Fargo are $1,982,500,000, before other offering expenses.

Are the Wells Fargo Series Y notes listed or insured by any government agency?

The notes are not listed on any securities exchange. They are not savings accounts or deposits and are not insured by the Federal Deposit Insurance Corporation, the Deposit Insurance Fund, or any other governmental agency.

Can retail investors in the United Kingdom buy Wells Fargo’s Series Y notes?

No. The notes are not intended to be offered, sold, or otherwise made available to any retail investor in the United Kingdom. No UK PRIIPs key information document has been prepared, and offering the notes to UK retail investors may be unlawful under the UK PRIIPs Regulation.

How are the Wells Fargo Series Y notes treated for U.S. federal income tax purposes?

According to counsel, the notes should be treated as variable rate debt securities that provide for stated interest at a fixed rate in addition to a qualified floating rate. It is possible they could be issued with original issue discount (OID), which will be determined at issuance, with further details available on request.