Wells Fargo (NYSE: WFC) prices $2.25B fixed‑to‑floating notes due 2029

Rhea-AI Filing Summary

Wells Fargo & Company is offering $2,250,000,000 aggregate principal amount of Medium‑Term Notes, Series Y — senior redeemable fixed‑to‑floating rate notes due May 20, 2029. The notes bear a fixed interest rate of 4.577% through May 20, 2028, then a floating rate tied to compounded SOFR plus 0.72%. Issue price was 100.00% (all‑in price 99.75%) producing net proceeds of $2,244,375,000. The notes are unsecured obligations of the company, include optional call features (including a make‑whole period with a 0.10% spread), and are not listed for trading.

Insights

Debt Capital Markets Specialist

$2.25B fixed-to-floating notes, 4.577% fixed then Compounded SOFR +72bps.

The transaction places $2,250,000,000 of senior unsecured notes due May 20, 2029, with a 4.577% fixed coupon through May 20, 2028 and a floating rate thereafter tied to Compounded SOFR plus 0.72%. The pricing implies a re-offer yield of 4.577% and an agent discount of 0.25%.

Redemption mechanics include a first par call on May 20, 2028, a make‑whole period commencing May 27, 2027 with a 0.10% make‑whole spread, and potential regulatory approval conditions for redemptions. Trading listing is None; secondary liquidity will depend on dealer activity.

Tax & Structured Finance Counsel

Notes characterized as variable rate debt securities; OID possible depending on final issue terms.

Legal opinion states the notes should be treated as variable rate debt securities for U.S. federal income tax purposes. Although issued at par in expectation, rules governing combined fixed and qualified floating rates mean the notes could be issued with original issue discount (OID); determination occurs at issuance.

Holders seeking OID determination guidance are directed to the specified Wells Fargo Treasury Funding contact. Tax characterization affects accruals and reporting for U.S. holders; documentation and final issue terms will clarify whether OID applies.

Key Figures

Aggregate principal amount: $2,250,000,000 Net proceeds: $2,244,375,000 Fixed coupon: 4.577% +4 more

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Aggregate principal amount $2,250,000,000 offered under Pricing Supplement No. 8

Net proceeds $2,244,375,000 after agent discount

Fixed coupon 4.577% from May 20, 2026 to May 20, 2028

Floating spread +72 basis points Compounded SOFR spread from May 20, 2028

Re‑offer/Issue price 100.00% issue price; all‑in price 99.75%

Maturity date May 20, 2029 stated maturity of the notes

Make‑Whole Spread 0.10% applies during defined Make‑Whole Redemption Period

Key Terms

Compounded SOFR, Make‑Whole Redemption, Original Issue Discount (OID)

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Compounded SOFR financial

"floating rate tied to compounded SOFR plus +72 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 financial

"Optional Make-Whole Redemption of Debt Securities with a Make‑Whole Spread of 0.10%"

Original Issue Discount (OID) tax

"it is possible that the notes could be issued with OID"

Offering Details

primary

Offering

Offering Type primary

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

Pricing Supplement No. 8 dated May 13, 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:		$2,250,000,000
Trade Date:		May 13, 2026
Original Issue Date:		May 20, 2026 (T+5)
Stated Maturity Date:		May 20, 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 20, 2028 (the “First Par Call Date”) or (ii) in whole at any time or in part from time to time, on or after April 20, 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 27, 2027 and ending on, and including, May 19, 2028.

		The “Make-Whole Spread” is 0.10%.
		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):		100.00%, plus accrued interest, if any, from May 20, 2026
Agent Discount (Gross Spread):		0.25%
All-in Price (Net of Agent Discount):		99.75%, plus accrued interest, if any, from May 20, 2026
Net Proceeds:		$2,244,375,000
Interest Rate:		The notes will bear interest at a fixed rate from May 20, 2026 to, but excluding, May 20, 2028 (the “Fixed Rate Period”) and, if not previously redeemed, at a floating rate from, and including, May 20, 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:		4.577%
Interest Payment Dates:		Each May 20 and November 20, commencing November 20, 2026 and ending May 20, 2028
Benchmark:		UST 3.75% due April 30, 2028
Benchmark Yield:		3.977%
Spread to Benchmark:		+60 basis points
Re-Offer Yield:		4.577%

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:		+72 basis points
Minimum Interest Rate for an Interest Period:		0% per annum
Interest Payment Dates:		Each February 20, May 20, August 20 and November 20, commencing August 20, 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			$  1,786,500,000
Agents (Joint Lead Managers):		Academy Securities, Inc. CastleOak Securities, L.P. Roberts & Ryan, Inc. Siebert Williams Shank & Co., LLC			18,000,000  18,000,000  18,000,000  18,000,000
Agents (Co-Managers):		Bancroft Capital, LLC Falcon Square Capital LLC Independence Point Securities LLC Stern Brothers & Co. ABN AMRO Capital Markets (USA) LLC BBVA Securities Inc. BMO Capital Markets Corp. Capital One Securities, Inc. CIBC World Markets Corp. Citizens JMP Securities, LLC Commonwealth Bank of Australia Danske Markets Inc. DBS Bank Ltd. FHN Financial Securities Corp. Fifth Third Securities, Inc. First Citizens Capital Securities, LLC ING Financial Markets LLC KeyBanc Capital Markets Inc. Lloyds Securities Inc. nabSecurities, LLC			13,500,000 13,500,000 13,500,000 13,500,000 11,250,000 11,250,000 11,250,000 11,250,000 11,250,000 11,250,000 11,250,000 11,250,000 11,250,000 11,250,000 11,250,000 11,250,000 11,250,000 11,250,000 11,250,000 11,250,000

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		Natixis Securities Americas LLC NatWest Markets Securities Inc. Nordea Bank Abp PNC Capital Markets LLC Rabo Securities USA, Inc. RBC Capital Markets, LLC Regions Securities LLC Santander US Capital Markets LLC Scotia Capital (USA) Inc. SEB Securities, Inc. SG Americas Securities, LLC Standard Chartered Bank TD Securities (USA) LLC UniCredit Capital Markets LLC			11,250,000 11,250,000 11,250,000 11,250,000 11,250,000 11,250,000 11,250,000 11,250,000 11,250,000 11,250,000 11,250,000 11,250,000 11,250,000 11,250,000
		Total:			$  2,250,000,000
Supplemental Plan of Distribution:		On May 13, 2026, we agreed to sell to the Agents, and the Agents agreed to purchase, the notes at a purchase price of 99.75%, plus accrued interest, if any, from May 20, 2026. The purchase price equals the issue price of 100.00% less a discount of 0.25% 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.
		Additional tax considerations are discussed under “United States Federal Income Tax Considerations” in the accompanying prospectus.

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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.

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

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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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FAQ

What securities did WFC register in this 424B2 pricing supplement?

This pricing supplement covers $2,250,000,000 aggregate principal amount of senior redeemable fixed‑to‑floating Medium‑Term Notes, Series Y, due May 20, 2029. The notes are senior unsecured obligations of the company.

What are the interest terms on the WFC Series Y notes?

The notes pay a fixed rate of 4.577% from May 20, 2026 to May 20, 2028, then a floating rate tied to Compounded SOFR +72 bps from May 20, 2028 to maturity.

How were the WFC notes priced and what were net proceeds?

The issue price was 100.00%, agent discount 0.25%, producing an all‑in price of 99.75% and net proceeds of $2,244,375,000 (plus accrued interest, if any).

When can Wells Fargo redeem the Series Y notes?

Wells Fargo may redeem in whole on May 20, 2028 (First Par Call), may redeem during the Make‑Whole Redemption Period (May 27, 2027 to May 19, 2028) and may redeem on or after April 20, 2029, subject to any regulatory approvals noted.

Are the Series Y notes listed for trading and who led the deal?

The notes are not listed for trading. Wells Fargo Securities, LLC acted as agent (sole bookrunner) and a syndicate of agents and co‑managers participated in the purchase totaling $2,250,000,000.