WELLS FARGO & COMPANY/MN SEC Filings

Wells Fargo & Company senior executive Derek A. Flowers, Sr. EVP and Chief Risk Officer, reported a bona fide gift involving 67,966 shares of common stock on July 15, 2026. One transaction disposed of 67,966 directly held shares, while a related transaction recorded acquisition of the same amount indirectly through a trust, resulting in 341,739.566 common shares held via that trust and no directly held common stock. Additional indirect positions include 25 Preferred Shares, Series L through a trust, 15,139.7900 common share equivalents in a 401(k) ESOP fund as of June 30, 2026, and 362.7870 common shares in his spouse’s IRA, which a footnote states include shares acquired through a dividend reinvestment program.

Wells Fargo Finance LLC, fully guaranteed by Wells Fargo & Company, is issuing $10,210,000 of Market Linked Securities—auto-callable, contingent-coupon notes linked to the Class A ordinary shares of Accenture plc (ACN), due July 19, 2029. These unsecured notes offer a quarterly contingent coupon of 16.04% per annum, paid only if the Accenture share price on the relevant calculation day is at or above the coupon threshold.

The starting value of the Underlier is $137.02; both the coupon threshold and downside threshold are set at 50% of that level, or $68.51. If, on any quarterly calculation day from January 2027 through April 2029, the closing value is at or above the starting value, the notes are automatically called at par plus the due coupon and any unpaid coupons. If not called, investors receive at maturity the $1,000 face amount only if the final Accenture price is at or above the downside threshold; otherwise the payoff equals $1,000 times the performance factor, exposing holders to more than 50%, and possibly all, loss of principal.

The original offering price is $1,000 per security (or $975 in fee-based accounts), with proceeds to the issuer of $975 per security before fees. The current estimated value is $962.21 per security, reflecting selling, structuring, hedging and funding costs. Payments depend entirely on the credit of Wells Fargo Finance LLC and Wells Fargo & Company, and the notes are not listed and may have limited secondary liquidity.

Wells Fargo Finance LLC is offering market-linked, auto-callable notes linked to the common stock of Caterpillar Inc., fully and unconditionally guaranteed by Wells Fargo & Company. Each security has a $1,000 face amount and is scheduled to mature on August 2, 2029, unless automatically called earlier.

Holders may receive quarterly contingent coupons of at least 11.50% per annum if Caterpillar’s closing price on the relevant calculation day is at or above 50% of the starting value, with a “memory” feature that can pay previously missed coupons. The notes are automatically called for face amount plus applicable coupons if Caterpillar closes at or above the starting value on specified quarterly dates from January 2027 through April 2029.

If not called, holders receive the full face amount at maturity only if the final Caterpillar price is at or above the 50% downside threshold; otherwise, the maturity payment equals $1,000 times the stock’s performance factor, resulting in losses greater than 50% and potentially a total loss. The notes are unsecured obligations subject to Wells Fargo’s credit risk, are not listed on any exchange, and have an initial estimated value of about $949.70 per $1,000 security, below the public offering price.

Wells Fargo Finance LLC is offering $1,000 face amount Medium-Term Notes, Series B that are equity index-linked and fully and unconditionally guaranteed by Wells Fargo & Company. The notes pay a quarterly contingent coupon only if the lowest performing of the Russell 2000, S&P 500 and EURO STOXX 50 closes at or above 60% of its starting value on the relevant calculation day. The contingent coupon rate will be set on the pricing date at not less than 7.65% per annum.

From January 2027 through April 2030, the notes are automatically called at par plus the coupon if the worst-performing index on a calculation day is at or above its starting value. If not called, at the July 25, 2030 maturity you receive $1,000 only if the worst index is at or above 60% of its starting value; otherwise principal is reduced in full proportion to that index’s decline, with losses of more than 40% and potentially all principal. The notes do not participate in any index upside or pay dividends, are not exchange-listed, and all payments are subject to the credit risk of Wells Fargo Finance LLC and Wells Fargo & Company. The preliminary estimated value is about $951.30 per $1,000 note (not less than $920.00), based on an affiliate’s proprietary pricing models and lower than the original offering price.

Wells Fargo Finance LLC is issuing Market Linked Securities, Series B, linked to DoorDash, Inc. Class A stock, paying a fixed 10.60% annual coupon on a $1,000 face amount per note, with quarterly payments until auto-call or the July 17, 2030 maturity.

The notes may be automatically called quarterly from July 2027 if DASH’s closing price is at or above the starting value of $190.16, returning face amount plus the final coupon. If not called, principal is repaid at maturity only if the ending value is at least the threshold value of $95.08 (50% of the start); below that, repayment equals $1,000 times the performance factor, so investors can lose more than 50%, up to all principal.

The issuance totals $650,000 (proceeds $969 per note) as unsecured obligations guaranteed by Wells Fargo & Company, with no exchange listing and limited expected liquidity. The initial estimated value is $968.68 per note, reflecting selling, structuring, hedging and funding costs.

Wells Fargo Finance LLC is issuing Trigger Autocallable Contingent Yield Notes, unsecured medium‑term notes fully and unconditionally guaranteed by Wells Fargo & Company. The notes are linked to the worst performer of the Dow Jones Industrial Average and the Russell 2000 Index and run for about three years, from July 2026 to July 2029.

Investors may receive quarterly coupons at a 7.60%–8.05% annual rate, but only when the closing value of each index is at least 70% of its initial level. Starting six months after issuance, the notes are automatically called if both indexes are at or above their initial levels, returning principal plus that quarter’s coupon. If not called, principal is repaid at maturity only if each index is at or above its 70% Downside Threshold; otherwise, repayment is reduced one‑for‑one with the loss of the worst index, up to a total loss of principal.

The notes are priced at $10 per Note, with an estimated value of approximately $9.66 per Note, and will not be listed on an exchange. They do not pay dividends, involve complex tax treatment, and all payments depend on the credit of the issuer and guarantor.

Wells Fargo Finance LLC, fully guaranteed by Wells Fargo & Company, is offering principal-at-risk Medium-Term Notes, Series B, that pay quarterly contingent coupons and are linked to the least performing of the Dow Jones Industrial Average and Russell 2000 Index. The notes run to July 19, 2029 unless automatically called.

The notes pay a Contingent Coupon Rate of 9.90%–10.35% per annum, set on the trade date, only when each index closes at or above 70% of its initial level (the Coupon Barrier) on an observation date. From about six months after issuance, if both indexes are at or above their initial levels on a call observation date, the notes are automatically called and repay the $10 principal per note plus that quarter’s coupon.

If not called, principal is repaid at maturity only when each index finishes at or above its 70% Downside Threshold; otherwise repayment is reduced in proportion to the decline of the worst-performing index, up to a total loss of principal. The notes are unsecured obligations with an estimated value of about $9.84 per $10 note, are not listed on an exchange, and secondary market liquidity and pricing may be limited.

Wells Fargo & Company reported preliminary results for the quarter ended June 30, 2026. Total revenue was $22,622 million, up 9% from a year earlier, and net income was $6,407 million, compared with $5,494 million. Diluted EPS rose to $2.00 from $1.60.

Net interest income grew 5% year-over-year to $12,317 million and noninterest income increased 13% to $10,305 million, helped by stronger venture capital investment performance, higher investment advisory fees on higher market valuations, and higher investment banking fees. Average loans were $1,026.5 billion and average deposits $1,465.6 billion.

The return on assets was 1.15%, return on equity was 15.0%, and return on average tangible common equity was 17.7%. The CET1 ratio under the Standardized Approach was 10.3%. Net loan charge-offs were 0.34% of average loans and nonperforming assets were 0.77% of total loans, both lower than a year earlier. The company repurchased 37.4 million common shares for $3.0 billion and expects a third quarter 2026 common dividend of $0.50 per share, subject to board approval.

Wells Fargo Finance LLC, guaranteed by Wells Fargo & Company, is offering medium-term, principal-at-risk notes linked to the common stock of Oracle Corporation. Each security has a $1,000 face amount and pays quarterly contingent coupons only if Oracle’s closing price on the observation date is at least 75% of its starting value; the annualized contingent coupon rate will be at least 32.00%.

The notes are auto-callable: from October 2026 through April 2027, if Oracle’s closing price on a calculation day is at or above the starting value, investors receive $1,000 plus that quarter’s coupon and the notes terminate. If not called, at maturity on July 20, 2027 investors receive $1,000 only if the final Oracle price is at least 75% of the starting value. Below that downside threshold, principal is reduced using a 25% buffer and a 1.3333x loss multiplier, so deep declines can result in substantial, potentially total, loss of principal.

The current estimated value is approximately $966.80 per $1,000 security and will not be less than $930.00 at pricing, reflecting embedded selling, structuring, hedging and funding costs. The securities are unsecured obligations subject to the credit risk of Wells Fargo Finance LLC and its guarantor, will not be listed on any exchange, and may have limited or no secondary market liquidity.