Wells Fargo (NYSE: WFC) prices $500M 3-year SOFR-linked notes

Rhea-AI Filing Summary

Wells Fargo & Company agreed to issue $500,000,000 aggregate principal amount of Senior Redeemable Floating Rate Medium-Term Notes, Series Y, due May 20, 2029, with an Original Issue Date of May 20, 2026. The notes pay interest based on Compounded SOFR plus 72 basis points and were sold at an issue price of 100.00% (all-in purchase price to agents 99.75%, net proceeds $498,750,000). The notes are unsecured obligations of the Company, not insured by the FDIC, and optional redemption provisions and Calculation Agent terms are described in the offering materials.

Insights

Debt Capital Markets Analyst

Primary issuance: $500M 3-year floating-rate notes tied to Compounded SOFR.

The offering sizes the issuance at $500,000,000 with net proceeds of $498,750,000, an issue price of 100.00% and an agent discount of 0.25%. Interest is tied to Compounded SOFR plus 0.72 (72 bps) with a 0.00 minimum for any interest period.

The notes mature on May 20, 2029 and include optional redemption dates beginning May 20, 2028, subject to any regulatory approval. The Calculation Agent is an affiliate, which the supplement highlights as a potential conflict-of-interest consideration.

Corporate Finance / Legal Counsel

Structure and distribution mechanics emphasize affiliate roles and restrictions for UK retail.

The pricing supplement notes that Wells Fargo Securities, LLC acts as Calculation Agent and sole bookrunner and that certain non-U.S. agents must use U.S. registered broker-dealers for U.S. sales. Listing is None. Sales materials replace UK retail sale language and limit offers to defined "relevant persons."

Tax treatment references the prospectus' "United States Federal Income Tax Considerations." The offering uses standard underwriting discounts; short sales/other distribution methods and regulatory approvals for redemption are governed by the prospectus language.

Key Figures

Aggregate Principal Amount Offered: $500,000,000 Net Proceeds: $498,750,000 Issue Price: 100.00% +5 more

8 metrics

Aggregate Principal Amount Offered $500,000,000 aggregate principal amount offered

Net Proceeds $498,750,000 net proceeds from sale

Issue Price 100.00% Price to Public (Issue Price)

All-in Purchase Price to Agents 99.75% purchase price to Agents (net of discount)

Agent Discount (Gross Spread) 0.25% underwriting discount

Spread to Compounded SOFR 72 basis points Compounded SOFR +72 bps

Original Issue Date May 20, 2026 Original Issue Date (T+5)

Stated Maturity Date May 20, 2029 maturity date for principal repayment

Key Terms

Compounded SOFR, Calculation Agent, Optional Redemption, Agent Discount (Gross Spread)

4 terms

Compounded SOFR financial

"Base Rate: Compounded SOFR Spread: +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.

Calculation Agent regulatory

"References to the Calculation Agent shall mean Wells Fargo Securities, LLC"

Optional Redemption financial

"At our option, we may redeem the notes (i) in whole, but not in part, on May 20, 2028"

Optional redemption is the issuer’s right to pay back a bond or preferred security before its scheduled maturity date. Investors care because this can cut short expected interest or dividend payments and force them to reinvest the returned principal, often at lower rates; think of it like a homeowner paying off a loan early — the lender gets cash back sooner but loses the steady future income originally expected. Issuers may offer a small premium to compensate investors, which affects the security’s price and yield.

Agent Discount (Gross Spread) financial

"Agent Discount (Gross Spread): 0.25%"

Offering Details

primary

Offering

Offering Type primary

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

Pricing Supplement No. 9 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 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:		$500,000,000
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.
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:		$498,750,000
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, 2026, and at maturity.

Calculation Agent:		References to the Calculation Agent shall mean Wells Fargo Securities, LLC, an affiliate of the Company, acting in its capacity as Calculation Agent, and its successors and assigns or any other calculation agent appointed by the Company.
Optional Redemption:		At our option, we may redeem the notes (i) in whole, but not in part, on May 20, 2028 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.
		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” in the accompanying prospectus.
Listing:		None

				Principal Amount
Agent (Sole Bookrunner):		Wells Fargo Securities, LLC		$	397,000,000
Agents (Joint Lead Managers):		Academy Securities, Inc.			4,000,000
		CastleOak Securities, L.P.			4,000,000
		Roberts & Ryan, Inc.			4,000,000
		Siebert Williams Shank & Co., LLC			4,000,000
Agents (Co-Managers):		Bancroft Capital, LLC			3,000,000
		Falcon Square Capital LLC			3,000,000
		Independence Point Securities LLC			3,000,000
		Stern Brothers & Co.			3,000,000
		ABN AMRO Capital Markets (USA) LLC			2,500,000
		BBVA Securities Inc.			2,500,000
		BMO Capital Markets Corp.			2,500,000
		Capital One Securities, Inc.			2,500,000
		CIBC World Markets Corp.			2,500,000
		Citizens JMP Securities, LLC			2,500,000
		Commonwealth Bank of Australia			2,500,000
		Danske Markets Inc.			2,500,000
		DBS Bank Ltd.			2,500,000
		FHN Financial Securities Corp.			2,500,000
		Fifth Third Securities, Inc.			2,500,000
		First Citizens Capital Securities, LLC			2,500,000
		ING Financial Markets LLC			2,500,000
		KeyBanc Capital Markets Inc.			2,500,000
		Lloyds Securities Inc.			2,500,000
		nabSecurities, LLC			2,500,000
		Natixis Securities Americas LLC			2,500,000
		NatWest Markets Securities Inc.			2,500,000

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		Nordea Bank Abp			2,500,000
		PNC Capital Markets LLC			2,500,000
		Rabo Securities USA, Inc.			2,500,000
		RBC Capital Markets, LLC			2,500,000
		Regions Securities LLC			2,500,000
		Santander US Capital Markets LLC			2,500,000
		Scotia Capital (USA) Inc.			2,500,000
		SEB Securities, Inc.			2,500,000
		SG Americas Securities, LLC			2,500,000
		Standard Chartered Bank			2,500,000
		TD Securities (USA) LLC			2,500,000
		UniCredit Capital Markets LLC			2,500,000
		Total:		$	500,000,000

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:		Tax considerations are discussed under “United States Federal Income Tax Considerations” in the accompanying prospectus.
CUSIP:		95000U4G5

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” and “Risks Relating To Our Securities Generally—One Of Our Affiliates May Act As The Calculation Agent With Respect To Our Securities And, As A Result, Potential Conflicts Of Interest Could Arise.”

Sales Restrictions

The sales restrictions contained in the accompanying prospectus for the United Kingdom shall be replaced with the following:

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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 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

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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 did Wells Fargo (WFC) offer in this pricing supplement?

Wells Fargo offered $500,000,000 aggregate principal of Senior Redeemable Floating Rate Notes, Series Y, due May 20, 2029. Purchase price was 100.00% and net proceeds were $498,750,000.

How is interest paid on the Series Y notes?

Interest accrues based on Compounded SOFR plus a spread of 72 basis points, with a minimum interest rate of 0% per annum. Payments occur quarterly on specified calendar dates.

When are the notes issued and when do they mature?

The Original Issue Date is May 20, 2026 (T+5 from the trade date) and the stated maturity date is May 20, 2029, when principal and accrued interest are payable.

What redemption rights does Wells Fargo have for these notes?

Wells Fargo may redeem the notes in whole on May 20, 2028 or in whole/part on or after April 20, 2029, at a redemption price equal to 100% of principal plus accrued interest, subject to any regulatory approvals.

Who acted as underwriters and what was the underwriting spread?

Wells Fargo Securities, LLC acted as sole bookrunner with multiple joint lead managers and co-managers. The agent discount (gross spread) was 0.25%, reflected in the difference between issue price and agents' purchase price.