Wells Fargo (NYSE: WFC) details senior fixed-to-floating Medium-Term Notes

Rhea-AI Filing Summary

Wells Fargo & Company is offering Medium-Term Notes, Series Y, structured as senior redeemable fixed-to-floating rate notes under an existing shelf registration. These notes are unsecured obligations of Wells Fargo & Company, so all interest and principal payments depend on the company’s ability to meet its debt commitments, and a default could result in loss of some or all invested principal.

The notes are not bank deposits and are not insured by the FDIC or any other governmental agency. The document highlights U.S. federal income tax considerations, including potential original issue discount, and directs investors to more detailed tax discussions in the accompanying prospectus materials. It also emphasizes risk factors related to SOFR, compounded SOFR and any benchmark replacement referenced in the broader offering documents.

For the United Kingdom, the notes are expressly not intended for retail investors, and no UK PRIIPs key information document has been prepared, so offering them to retail investors in the UK may be unlawful. In the UK, any offer and related investment activity is limited to non-retail “relevant persons,” such as investment professionals and certain high net worth entities, who are deemed to represent that they meet these criteria.

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

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.

SUBJECT TO COMPLETION, DATED JANUARY 15, 2026

Pricing Supplement No. 6 dated January , 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: January , 2026

Original Issue Date: January , 2026 (T+5)

Stated Maturity Date: January , 2037; 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 , 2036 (the “First Par Call Date”) or (ii) in whole at any time or in part from time to time, on or after October , 2036, 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 , 2027 and ending on, and including, January , 2036.

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 January , 2026

Agent Discount

(Gross Spread):  %

All-in Price (Net of

Agent Discount):  %, plus accrued interest, if any, from January , 2026

Net Proceeds: $ 

Interest Rate: The notes will bear interest at a fixed rate from January , 2026 to, but excluding, January  , 2036 (the “Fixed Rate Period”) and, if not previously redeemed, at a floating rate from, and including, January , 2036 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 January  and July  , commencing July , 2026 and ending January  , 2036

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

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

Base Rate: Compounded SOFR

Spread: +  basis points

Minimum Interest Rate for

an Interest Period: 0% per annum

Interest Payment Dates: Each January , April  , July  and October , commencing April , 2036, 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 January , 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 January , 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

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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.

CUSIP:  95000U4E0

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

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(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, 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 type of securities is Wells Fargo (WFC) offering in this document?

Wells Fargo & Company is offering Medium-Term Notes, Series Y, structured as senior redeemable fixed-to-floating rate notes issued under an effective shelf registration statement.

Are the Wells Fargo (WFC) Medium-Term Notes insured or guaranteed by any government agency?

No. The notes are unsecured obligations of Wells Fargo & Company and are not savings accounts or deposits of any bank subsidiary and are not insured by the Federal Deposit Insurance Corporation, the Deposit Insurance Fund, or any other governmental agency.

What is the main risk associated with investing in these Wells Fargo (WFC) notes?

The main risk is credit risk of Wells Fargo & Company. Because the notes are unsecured, if the company defaults on its obligations, investors could lose some or all of their investment. Additional risk factors, including those related to SOFR and benchmark replacement, are discussed in the accompanying prospectus.

Can these Wells Fargo (WFC) notes be offered to retail investors in the United Kingdom?

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

Who can invest in these Wells Fargo (WFC) notes in the United Kingdom?

In the United Kingdom, this document and the related materials are directed only to non-retail investors who are also “relevant persons”, such as investment professionals under Article 19(5) of the Order, certain high net worth bodies corporate and trusts under Article 49(2)(a)–(c), or other persons to whom it may lawfully be communicated. Any UK purchaser is deemed to have represented that they are a relevant person.

Where can investors find tax information about these Wells Fargo (WFC) notes?

Investors are directed to “United States Federal Income Tax Considerations” in the accompanying prospectus for additional tax information. The document notes that information regarding any original issue discount on the notes may be obtained by submitting a written request to Wells Fargo Bank, National Association.