Wells Fargo offers $250M 4.46% callable notes

WELLS FARGO & COMPANY/MN (symbol WFC), as guarantor, supports a new issuance of $250,000,000 senior unsecured Wells Fargo Finance LLC Medium-Term Notes, Series B, Fixed Rate Callable Notes due October 12, 2027.

Rhea-AI Filing Summary

WELLS FARGO & COMPANY/MN (symbol WFC), as guarantor, supports a new issuance of $250,000,000 senior unsecured Wells Fargo Finance LLC Medium-Term Notes, Series B, Fixed Rate Callable Notes due October 12, 2027. The notes are issued at $1,000 per note, pay fixed interest of 4.46% per annum, with semi-annual interest payments on March 10 and September 10, beginning March 10, 2027, plus payment at maturity of $1,000 per note unless earlier redeemed.

The issuer may redeem the notes, in whole but not in part, at 100% of principal plus accrued interest on March 10, 2027 and September 10, 2027, which may limit investors’ ability to lock in the coupon. The notes are senior unsecured obligations of Wells Fargo Finance LLC, fully and unconditionally guaranteed by Wells Fargo & Company, subject to the credit risk of both entities, will not be listed on any exchange, and may have limited secondary market liquidity. The pricing supplement highlights credit risk, call risk, structural subordination considerations, potential conflicts of interest from dealer hedging profits, and confirms that the notes are treated as debt for U.S. federal tax purposes and are not issued with original issue discount.

Key Figures

Offering size: $250,000,000 Coupon rate: 4.46% per annum Issue price per note: $1,000 per note +5 more

8 metrics

Offering size $250,000,000 Total principal amount of Fixed Rate Callable Notes due October 12, 2027

Coupon rate 4.46% per annum Fixed interest rate on the notes

Issue price per note $1,000 per note Original offering price and principal amount per note

Issue date September 10, 2026 Date from which interest begins to accrue

Stated maturity date October 12, 2027 Date on which principal is scheduled to be repaid if not redeemed earlier

Optional redemption dates March 10, 2027 and September 10, 2027 Dates when issuer may redeem at 100% of principal plus accrued interest

Minimum denomination $1,000 Notes are issued in $1,000 and integral multiples of $1,000

Listing status Not listed Notes will not be listed on any securities exchange or automated quotation system

Key Terms

Medium-Term Notes, Series B, original issue discount, pari passu, structurally subordinated, +2 more

6 terms

Medium-Term Notes, Series B financial

"The notes are senior unsecured debt securities of Wells Fargo Finance LLC and are part of a series entitled “Medium-Term Notes, Series B.”"

original issue discount financial

"the issue price of the notes ... should be equal to their stated principal amount, and therefore the notes should not be treated as issued with original issue discount."

Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.

pari passu financial

"that guarantee will rank pari passu with all other unsecured, unsubordinated obligations of the Guarantor."

An instruction that different claims, securities, or creditors are treated equally and share rights or payments on the same priority level. For investors, it means their position will be paid or have voting power alongside others in the same class rather than being favored or subordinated—think of several people standing in one bus line who all get on together rather than some cutting ahead. That parity affects expected recovery in reorganizations, dividend order, and relative risk.

structurally subordinated financial

"Holders Of The Notes Could Be At Greater Risk For Being Structurally Subordinated if either we or the Guarantor conveys, transfers or leases all or substantially all of our or its assets."

A claim or security is structurally subordinated when it sits lower in the legal repayment order because it is issued by a subsidiary rather than the parent company, so its holders are paid only after the parent’s creditors and any creditors of the subsidiary’s parent entities are satisfied. Imagine a line for repayment: structurally subordinated investors stand further back in line, which affects the likelihood and amount they might recover if the company or group faces financial trouble. This matters to investors because it usually implies higher risk and can influence expected return, liquidity, and credit pricing.

cross-default financial

"The Notes Will Not Have The Benefit Of Any Cross-Default Or Cross-Acceleration With Other Indebtedness Of The Guarantor;"

hedging activities financial

"If any dealer participating in the offering of the notes or any of its affiliates conducts hedging activities for us in connection with the notes, that dealer or its affiliate will expect to realize a profit."

Hedging activities are deliberate financial actions a company takes to protect itself from unwanted swings in prices, rates, or currency values — like buying insurance or locking a price to avoid surprises. For investors, hedging matters because it can make a company’s revenue and profits more predictable and reduce downside risk, but it can also cap upside gains and create extra costs that affect future cash flow and reported results.

Offering Details

shelf

Offering

Offering Type shelf

FAQ

What is WFC issuing in this 424B2 pricing supplement?

Wells Fargo Finance LLC is issuing $250,000,000 of Medium-Term Notes, Series B, Fixed Rate Callable Notes due October 12, 2027, at $1,000 per note, fully and unconditionally guaranteed by Wells Fargo & Company.

What interest rate do the new WFC-guaranteed notes pay and how often?

The notes pay a fixed interest rate of 4.46% per annum, with interest paid semi-annually on March 10 and September 10, starting March 10, 2027, and also on the stated maturity date, unless the notes are redeemed earlier.

When do the WFC-guaranteed notes mature and can they be called early?

The notes mature on October 12, 2027. Wells Fargo Finance LLC may redeem them early, in whole but not in part, at 100% of principal plus accrued interest on March 10, 2027 and September 10, 2027.

Are the WFC-guaranteed notes secured, and what is the credit risk?

The notes are senior unsecured obligations of Wells Fargo Finance LLC, fully and unconditionally guaranteed by Wells Fargo & Company. All payments are subject to the credit risk of both entities; a default could result in loss of some or all invested principal and interest.

Will the new WFC-guaranteed notes be listed or actively traded?

The notes will not be listed on any securities exchange or automated quotation system. A trading market is not expected to develop, so secondary market liquidity may be limited and sale prices may be below the original offering price.

How are these WFC-guaranteed notes treated for U.S. federal income tax purposes?

Counsel believes the notes will be treated as debt instruments for U.S. federal income tax purposes, with the issue price equal to their stated principal amount, so they should not be treated as issued with original issue discount.

Who distributes the WFC-guaranteed notes and are there conflicts of interest?

Wells Fargo Securities, LLC, an affiliate of Wells Fargo Finance LLC and wholly owned by Wells Fargo & Company, is the distribution agent. The agent and affiliates may earn hedging profits in addition to any selling concessions, creating potential conflicts of interest.

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Available on EDGAR 09/10/2026 - 06:02 AM Accepted by SEC EDGAR 09/09/2026 - 06:32 PM Learn about SEC filing dates

	Filed Pursuant to Rule 424(b)(2) Registration Nos. 333-292881 and 333-292881-01
	PRICING SUPPLEMENT No. 206 dated September 8, 2026 (To Prospectus Supplement dated February 13, 2026 and Prospectus dated February 13, 2026) Wells Fargo Finance LLC Medium-Term Notes, Series B Fully and Unconditionally Guaranteed by Wells Fargo & Company $250,000,000 Fixed Rate Callable Notes Notes due October 12, 2027

The notes have a term of 13 months, subject to our right to redeem the notes on the optional redemption dates beginning 6 months after issuance. The notes pay interest semi-annually at a fixed per annum rate, as set forth below. All payments on the notes are subject to credit risk. If Wells Fargo Finance LLC, as issuer, and Wells Fargo & Company, as guarantor, default on their obligations, you could lose some or all of your investment. The notes will not be listed on any exchange and are designed to be held to maturity.

	Terms of the Notes
	Issuer:		Wells Fargo Finance LLC
	Guarantor:		Wells Fargo & Company
	Original Offering Price:		$1,000 per note. References in this pricing supplement to a “note” are to a note with a principal amount of $1,000.
	Pricing Date:		September 8, 2026.
	Issue Date:		September 10, 2026.
	Stated Maturity Date:		October 12, 2027. The notes are subject to redemption by Wells Fargo Finance LLC prior to the stated maturity date as set forth below under “Optional Redemption.” The notes are not subject to repayment at the option of any holder of the notes prior to the stated maturity date.
	Payment at Maturity:		Unless redeemed prior to stated maturity by Wells Fargo Finance LLC, a holder will be entitled to receive on the stated maturity date a cash payment in U.S. dollars equal to $1,000 per note, plus any accrued and unpaid interest.
	Interest Payment Dates:		Semi-annually on the 10th day of each March and September, commencing March 10, 2027 to and including September 10, 2027, and on the stated maturity date, unless earlier redeemed.
	Interest Period:		With respect to an interest payment date, the period from, and including, the immediately preceding interest payment date (or, in the case of the first interest period, the issue date) to, but excluding, that interest payment date.
	Interest Rate:		4.46% per annum. See “Description of Notes—Interest and Principal Payments” and “—Fixed Rate Notes” in the prospectus supplement for a discussion of the manner in which interest on the notes will be calculated, accrued and paid.
	Optional Redemption:		The notes are redeemable by Wells Fargo Finance LLC, in whole but not in part, on the optional redemption dates, at 100% of their principal amount plus accrued and unpaid interest to, but excluding, the redemption date. Wells Fargo Finance LLC will give notice to the holders of the notes at least 5 days and not more than 30 days prior to the date fixed for redemption in the manner described in the accompanying prospectus supplement under “Description of Notes—Redemption and Repayment.”
	Optional Redemption Dates:		Semi-annually on the 10th day of each March and September, commencing March 10, 2027 and ending September 10, 2027*.
	Listing:		The notes will not be listed on any securities exchange or automated quotation system.
	Denominations:		$1,000 and any integral multiples of $1,000
	CUSIP Number:		95001HQ53

Investing in the notes involves risks not associated with an investment in conventional debt securities. See “Selected Risk Considerations” on page PRS-3 herein and “Risk Factors” beginning on page S-5 of the accompanying prospectus supplement.

The notes are the unsecured obligations of Wells Fargo Finance LLC, and, accordingly, all payments are subject to credit risk. If Wells Fargo Finance LLC, as issuer, and Wells Fargo & Company, as guarantor, default on their obligations, you could lose some or all of your investment. The notes are not savings accounts, deposits or other obligations of a depository institution and are not insured by the Federal Deposit Insurance Corporation, the Deposit Insurance Fund or any other governmental agency.

Neither the Securities and Exchange Commission nor any state securities commission or other regulatory body has approved or disapproved of these notes or passed upon the accuracy or adequacy of this pricing supplement or the accompanying prospectus supplement and prospectus. Any representation to the contrary is a criminal offense.

		Original Offering Price	Agent Discount(1)	Proceeds to Wells Fargo Finance LLC
	Per Note	$1,000.00	—	$1,000.00
	Total	$250,000,000.00	—	$250,000,000.00

(1) See “Supplemental Plan of Distribution (Conflicts of Interest)” in the prospectus supplement for further information including information regarding how we may hedge our obligations under the notes and offering expenses. Wells Fargo Securities, LLC, an affiliate of Wells Fargo Finance LLC and a wholly owned subsidiary of Wells Fargo & Company, is the agent for the distribution of the notes and is acting as principal.

Wells Fargo Securities

ADDITIONAL INFORMATION ABOUT THE ISSUER, THE GUARANTOR AND THE NOTES

The notes are senior unsecured debt securities of Wells Fargo Finance LLC and are part of a series entitled “Medium-Term Notes, Series B.”

All payments on the notes are fully and unconditionally guaranteed by Wells Fargo & Company, as guarantor. All payments on the notes are subject to credit risk.

You should read this pricing supplement together with the prospectus supplement dated February 13, 2026 and the prospectus dated February 13, 2026 for additional information about the notes. To the extent that disclosure in this pricing supplement is inconsistent with the disclosure in the prospectus supplement or prospectus, the disclosure in this pricing supplement will control. Certain defined terms used but not defined herein have the meanings set forth in the prospectus supplement.

When we refer to “we,” “us” or “our” in this pricing supplement, we refer only to Wells Fargo Finance LLC and not to any of its affiliates, including Wells Fargo & Company.

You may access the prospectus supplement and prospectus on the SEC websiteiwww.sec.gov as follows (or if such address has changed, by reviewing our filings for the relevant date on the SEC website):

●Prospectus Supplement dated February 13, 2026:

https://www.sec.gov/Archives/edgar/data/1738143/000183988226009700/seriesb-424b2_021326.htm

●Prospectus dated February 13, 2026:

https://www.sec.gov/Archives/edgar/data/72971/000183988226009692/standalone-424b2_021326.htm

PRS-2

SELECTED RISK CONSIDERATIONS

Your investment in the notes will involve risks not associated with an investment in conventional debt securities. You should carefully consider the risk factors set forth below and the “Risk Factors” section of the accompanying prospectus supplement as well as the other information contained in the prospectus supplement and prospectus, including the documents they incorporate by reference. You should reach an investment decision only after you have carefully considered with your advisors the appropriateness of an investment in the notes in light of your particular circumstances.

Risks Relating To The Notes Generally

The Amount Of Interest You Receive May Be Less Than The Return You Could Earn On Other Investments.

Interest rates may change significantly over the term of the notes, and it is impossible to predict what interest rates will be at any point in the future. The interest rate payable on the notes may be more or less than prevailing market interest rates at any time during the term of the notes. As a result, the amount of interest you receive on the notes may be less than the return you could earn on other investments.

The Per Annum Interest Rate Will Affect Our Decision To Redeem The Notes.

It is more likely that we will redeem the notes prior to the stated maturity date during periods when the remaining interest is to accrue on the notes at a rate that is greater than that which we would pay on a conventional fixed-rate non-redeemable note of comparable maturity. If we redeem the notes prior to the stated maturity date, you may not be able to invest in other notes that yield as much interest as the notes.

Risks Relating To An Investment In Wells Fargo Finance LLC’s Debt Securities, Including The Notes

The Notes Are Subject To Credit Risk.

The notes are our obligations, are fully and unconditionally guaranteed by the Guarantor and are not, either directly or indirectly, an obligation of any other third party. Any amounts payable under the notes are subject to creditworthiness. As a result, our and the Guarantor’s actual and perceived creditworthiness may affect the value of the notes and, in the event we and the Guarantor were to default on the obligations under the notes and the guarantee, you may not receive any amounts owed to you under the terms of the notes.

As A Finance Subsidiary, We Have No Independent Operations And Will Have No Independent Assets.

As a finance subsidiary, we have no independent operations beyond the issuance and administration of our securities and will have no independent assets available for distributions to the holders of our securities, including the notes, if they make claims in respect of such securities in a bankruptcy, resolution or similar proceeding. Accordingly, any recoveries by such holders will be limited to those available under the related guarantee by the Guarantor and that guarantee will rank pari passu with all other unsecured, unsubordinated obligations of the Guarantor. Holders will have recourse only to a single claim against the Guarantor and its assets under the guarantee. Holders of the notes should accordingly assume that in any such proceedings they would not have any priority over and should be treated pari passu with the claims of other unsecured, unsubordinated creditors of the Guarantor, including holders of unsecured, unsubordinated debt securities issued by the Guarantor.

Holders Of The Notes Have Limited Rights Of Acceleration.

Holders Of The Notes Could Be At Greater Risk For Being Structurally Subordinated If Either We Or The Guarantor Conveys, Transfers Or Leases All Or Substantially All Of Our Or Its Assets To One Or More Of The Guarantor’s Subsidiaries.

The Notes Will Not Have The Benefit Of Any Cross-Default Or Cross-Acceleration With Other Indebtedness Of The Guarantor; Events Of Bankruptcy, Insolvency, Receivership Or Liquidation Relating To The Guarantor And Failure By The Guarantor To Perform Any Of Its Covenants Or Warranties (Other Than A Payment Default Under The Guarantee) Will Not Constitute An Event Of Default With Respect To The Notes.

PRS-3

Risks Relating To The Value Of The Notes And Any Secondary Market

The Agent Discount, Offering Expenses And Certain Hedging Costs Are Likely To Adversely Affect The Price At Which You Can Sell Your Notes.

Assuming no changes in market conditions or any other relevant factors, the price, if any, at which you may be able to sell the notes will likely be lower than the original offering price. The original offering price includes, and any price quoted to you is likely to exclude, the agent discount paid in connection with the initial distribution, offering expenses and the projected profit that our hedge counterparty (which may be one of our affiliates) expects to realize in consideration for assuming the risks inherent in hedging our obligations under the notes. In addition, any such price is also likely to reflect dealer discounts, mark-ups and other transaction costs, such as a discount to account for costs associated with establishing or unwinding any related hedge transaction. The price at which the agent or any other potential buyer may be willing to buy your notes will also be affected by the interest rate provided by the notes and by the market and other conditions discussed in the next risk factor.

The Value Of The Notes Prior To Stated Maturity Will Be Affected By Numerous Factors, Some Of Which Are Related In Complex Ways.

The value of the notes prior to stated maturity will be affected by interest rates at that time and a number of other factors, some of which are interrelated in complex ways. The effect of any one factor may be offset or magnified by the effect of another factor. The following factors, among others, are expected to affect the value of the notes. When we refer to the “value” of your note, we mean the value that you could receive for your note if you are able to sell it in the open market before the stated maturity date.

●Interest Rates. The value of the notes may be affected by changes in the interest rates in the U.S. markets.

●Creditworthiness. Actual or anticipated changes in our and the Guarantor’s creditworthiness may affect the value of the notes. However, because the return on the notes is dependent upon factors in addition to our ability to pay our obligations under the notes and the Guarantor’s ability to pay its obligations under the guarantee, such as whether we exercise our option to redeem the notes, an improvement in our and the Guarantor’s creditworthiness will not reduce the other investment risks related to the notes.

The Notes Will Not Be Listed On Any Securities Exchange And We Do Not Expect A Trading Market For The Notes To Develop.

The notes will not be listed or displayed on any securities exchange or any automated quotation system. Although the agent and/or its affiliates may purchase the notes from holders, they are not obligated to do so and are not required to make a market for the notes. There can be no assurance that a secondary market will develop. Because we do not expect that any market makers will participate in a secondary market for the notes, the price at which you may be able to sell your notes is likely to depend on the price, if any, at which the agent is willing to buy your notes.

If a secondary market does exist, it may be limited. Accordingly, there may be a limited number of buyers if you decide to sell your notes prior to stated maturity. This may affect the price you receive upon such sale. Consequently, you should be willing to hold the notes to stated maturity.

Risk Relating To Conflicts Of Interest

A Dealer Participating In The Offering Of The Notes Or Its Affiliates May Realize Hedging Profits Projected By Its Proprietary Pricing Models In Addition To Any Selling Concession, Creating A Further Incentive For The Participating Dealer To Sell The Notes To You.

If any dealer participating in the offering of the notes, which we refer to as a “participating dealer,” or any of its affiliates conducts hedging activities for us in connection with the notes, that participating dealer or its affiliates will expect to realize a projected profit from such hedging activities, if any, and this projected hedging profit will be in addition to any concession that the participating dealer realizes for the sale of the notes to you. This additional projected profit may create a further incentive for the participating dealer to sell the notes to you.

PRS-4

UNITED STATES FEDERAL TAX CONSIDERATIONS

In the opinion of our counsel, Davis Polk & Wardwell LLP, the notes will be treated as debt instruments for U.S. federal income tax purposes.

Based on representations provided by us, the issue price of the notes for U.S. federal income tax purposes should be equal to their stated principal amount, and therefore the notes should not be treated as issued with original issue discount.

Both U.S. and non-U.S. persons considering an investment in the notes should read the discussion under “United States Federal Taxation” in the accompanying prospectus supplement for more information.

PRS-5

SUPPLEMENTAL PLAN OF DISTRIBUTION

Wells Fargo Securities, LLC, an affiliate of Wells Fargo Finance LLC and a wholly owned subsidiary of Wells Fargo & Company, is the agent for the distribution of the notes. The agent may resell the notes to other securities dealers at the original offering price of $1,000 per note. Such securities dealers may include Wells Fargo Advisors (the trade name of the retail brokerage business of our affiliates, Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC).

The agent or another affiliate of ours expects to realize hedging profits projected by its proprietary pricing models to the extent it assumes the risks inherent in hedging our obligations under the notes. If any dealer participating in the distribution of the notes or any of its affiliates conducts hedging activities for us in connection with the notes, that dealer or its affiliate will expect to realize a profit projected by its proprietary pricing models from such hedging activities. Any such projected profit will be in addition to any discount or concession received in connection with the sale of the notes to you.

PRS-6

VALIDITY OF THE NOTES AND THE GUARANTEE

In the opinion of Davis Polk & Wardwell LLP, as special counsel to Wells Fargo Finance LLC and Wells Fargo & Company, when the notes offered by this pricing supplement have been issued by Wells Fargo Finance LLC pursuant to the indenture, the trustee has made, in accordance with the instructions of Wells Fargo Finance LLC, the appropriate entries or notations in its records relating to the master global note that represents such notes (the “master note”) identifying such notes as supplemental obligations thereunder, and such notes have been delivered against payment as contemplated herein, such notes will be valid and binding obligations of Wells Fargo Finance LLC and the related guarantee will constitute a valid and binding obligation of Wells Fargo & Company, in each case, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to (i) the enforceability of any waiver of rights under any usury or stay law or (ii)(x) the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above or (y) any provision of the indenture that purports to avoid the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law by limiting the amount of Wells Fargo & Company’s obligation under the related guarantee. This opinion is given as of the date hereof and is limited to the laws of the State of New York, the General Corporation Law of the State of Delaware and the Delaware Limited Liability Company Act, except that such counsel expresses no opinion as to (i) any law, rule or regulation that is applicable to Wells Fargo & Company or Wells Fargo Finance LLC, the indenture, the master note and the notes (the indenture, the master note and the notes referred to collectively as the “Documents”) or such transactions solely because such law, rule or regulation is part of a regulatory regime applicable to any party to any of the Documents or any of its affiliates due to the specific assets or business of such party or such affiliate or (ii) any law, rule or regulation relating to national security. In addition, this opinion is subject to customary assumptions about the trustee’s authorization, execution and delivery of the indenture and the authentication of the master note and the validity, binding nature and enforceability of the indenture with respect to the trustee, all as stated in the letter of such counsel dated January 22, 2026, which was filed as an exhibit to the Registration Statement on Form S-3 by Wells Fargo & Company on January 22, 2026.

PRS-7