Wells Fargo Finance Launches Auto-Callable Securities Linked to Russell 2000 and EURO STOXX 50 Indexes

Security Structure and Index Linkage Details

The securities issued by Wells Fargo Finance LLC represent a complex investment vehicle that tracks the performance of two distinct market indexes simultaneously. The Russell 2000 Index, identified by Bloomberg ticker symbol RTY, and the EURO STOXX 50 Index, identified by Bloomberg ticker symbol SX5E, serve as the Underliers for this offering. The critical feature of these securities is that investor returns depend exclusively on the performance of whichever index performs worse at each measurement point—the lowest-performing Underlier—rather than benefiting from the stronger of the two indexes.

This structure creates a significant disadvantage for investors, as disclosed in the filing. The documentation explicitly states that investors receive no benefit from the better-performing index and will not participate in any appreciation of either index. Additionally, investors will not receive any dividends on securities included in either Underlier. The filing emphasizes that investors will be adversely affected if either index performs poorly, even if the other index performs favorably during the same period. This dual-index tracking mechanism means that the securities function as a bet on the worst performer rather than a diversified exposure to both markets.

Contingent Coupon Payment Terms and Conditions

The securities provide for quarterly contingent coupon payments on a conditional basis. According to the disclosure, a contingent coupon will be paid only if the closing value of the lowest-performing Underlier on the relevant quarterly calculation day is greater than or equal to 70% of its starting value, defined as the coupon threshold value. The contingent coupon rate will be determined on the pricing date and is guaranteed to be at least 9.34% per annum. If the lowest-performing index falls below the 70% threshold on any quarterly measurement date, no contingent coupon payment will be made for that quarter.

The filing discloses a scenario of total coupon elimination: if the lowest-performing Underlier falls below its coupon threshold value on every single calculation day throughout the entire term, investors will receive no contingent coupon payments whatsoever over the life of the securities. These contingent coupon payments will continue on a quarterly basis until either stated maturity or until the securities are automatically called, whichever occurs first. This conditional payment structure distinguishes these securities significantly from conventional bonds, which typically provide fixed periodic interest payments regardless of market performance.

Automatic Call Mechanism and Early Redemption Features

The securities incorporate an automatic call feature that could result in early redemption prior to the stated maturity date of July 29, 2030. According to the disclosure, if the closing value of the lowest-performing Underlier on any quarterly calculation day scheduled to occur from April 2027 through April 2030, inclusive, is greater than or equal to its starting value, the securities will be automatically called and redeemed at face amount plus a final contingent coupon payment. This structure incentivizes issuer redemption when the indexes recover fully to their initial levels.

The automatic call feature means investors have no certainty regarding the holding period for these securities. The filing does not provide an estimate of the probability of automatic call occurring, nor does it provide historical data comparing similar securities' call frequencies. Investors interested in acquiring these securities should understand that the investment may be terminated before the scheduled 2030 maturity date if either index rebounds sufficiently on a quarterly measurement date. The automatic call provision eliminates investor upside potential if the indexes rally significantly, as the securities will be called away at par value regardless of any performance recovery.

Downside Protection Threshold and Principal-At-Risk Structure

The securities feature a downside threshold value equal to 70% of each Underlier's starting value. If the securities are not automatically called prior to stated maturity, investors will receive full face amount at maturity only if the closing value of the lowest-performing Underlier on the final calculation day is greater than or equal to 70% of its starting value. The filing explicitly states that if the lowest-performing index closes below the 70% downside threshold at maturity, investors will lose more than 30% and possibly all of the face amount of their securities. This represents a principal-at-risk structure distinct from conventional bonds.

Critically, if the lowest-performing index breaches the downside threshold, investors face full downside exposure to that index from its starting value with no floor or protective mechanism. The filing discloses that investors will not receive any fixed principal repayment if the lowest-performing index declines sufficiently, and the extent of potential loss depends entirely on how far below the starting value the index has fallen at final measurement. This structure means a decline from the starting value to, for example, 50% of that value would result in a loss of 50% of the initial investment, not merely the 30% minimum suggested by the threshold description.

Pricing Details and Estimated Security Value

The disclosure indicates that the original offering price for the securities is $1,000 per security, with a pricing date of July 24, 2026, and an issue date of July 29, 2026. However, the filing notes that the original offering price is $976.50 per security for investors purchasing securities in fee-based advisory accounts, reflecting a foregone agent discount with respect to such securities. Wells Fargo Securities, LLC, acting as the agent for distribution and as principal, receives an agent discount of up to $23.50 per security, provided that the agent will not receive this discount on securities purchased in fee-based advisory accounts.

The filing provides an estimated current value of the securities at approximately $960.10 per security. The disclosure explicitly states that while the estimated value at pricing may differ from the currently provided estimate, Wells Fargo does not expect a significant difference absent material changes in market conditions or other relevant factors. Additionally, the filing provides an important floor: the estimated value of the securities on the pricing date will not be less than $930.00 per security under any circumstances. The estimated value was determined by Wells Fargo Securities, LLC using proprietary pricing models, and the filing clarifies that this figure is not an indication of actual profit to Wells Fargo or its affiliates, nor is it a price at which Wells Fargo Securities or other parties may be willing to buy the securities from investors after issuance.

Issuer Guarantor and Credit Risk Considerations

Wells Fargo Finance LLC serves as the issuer of these securities, with Wells Fargo & Company providing a full and unconditional guarantee. The securities represent unsecured obligations of Wells Fargo Finance LLC, which means that all payments on the securities are subject to the credit risk of both the issuer and the guarantor. The filing emphasizes that if Wells Fargo Finance LLC or Wells Fargo & Company defaults on their obligations, investors could lose some or all of their investment. Investors have no ability to pursue any securities included in either Underlier for payment directly; their recourse is limited solely to the issuer and guarantor.

The disclosure further clarifies that these securities 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. This statement reinforces that investors rely entirely on the creditworthiness and solvency of Wells Fargo Finance LLC and Wells Fargo & Company for repayment. The filing provides no quantitative assessment of default probability or historical default rates for similar Wells Fargo-issued securities.

Complexity Warnings and Risk Acknowledgments

The filing contains multiple warnings regarding the complexity and risk profile of these securities. The disclosure explicitly states that the securities have complex features and that investing in them involves risks not associated with conventional debt securities. The preliminary nature of the pricing supplement indicates that details remain subject to completion and change. The filing references "Selected Risk Considerations" beginning on page PRS-11 and "Risk Factors" beginning on page PS-5 of accompanying product and prospectus supplements for additional detail on investment risks.

The securities are not exchange-listed and are designed to be held to maturity or automatic call. This lack of liquidity means investors may face difficulty selling these securities in secondary markets prior to maturity or call. The filing does not provide information regarding bid-ask spreads, market maker participation, or typical trading volumes for comparable Wells Fargo-issued market-linked securities. Investors should understand that exit prior to maturity or call may be impossible or available only at significant discounts to estimated or face value.

Regulatory Approval Status and Preliminary Nature of Disclosure

The filing is marked as preliminary and subject to completion, dated July 20, 2026. The disclosure is filed pursuant to Securities and Exchange Commission Rule 424(b)(2) under registration numbers 333-292881 and 333-292881-01. The filing contains an explicit statement that neither the Securities and Exchange Commission nor any state securities commission or other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of the pricing supplement or accompanying documentation. Any representation to the contrary is noted as a criminal offense.

The preliminary status means that material terms remain subject to change prior to final pricing. Investors should be aware that the contingent coupon rate, the estimated value, the final pricing date, and potentially other terms may differ from those indicated in this preliminary disclosure. The filing does not provide a specific timeline for when final pricing documentation will be completed or when the securities will become available for purchase.

Comparison to Conventional Debt Securities

Unlike ordinary debt securities, these market-linked securities do not provide for fixed payments of interest and do not repay a fixed amount of principal at stated maturity. The return profile differs fundamentally from conventional bonds issued by the same guarantor. Where traditional Wells Fargo bonds would provide predictable coupon payments and guaranteed principal return at maturity (subject only to issuer default), these securities provide no such guarantees. The contingent coupon depends on index performance, and principal return depends on whether the lowest-performing index remains above the 70% threshold.

The filing notes that all payments on the securities are subject to credit risk, and investors will have no ability to pursue any securities included in either Underlier for payment. This statement underscores that while the securities are linked to indexes containing numerous stocks, investors have no direct claim on those underlying securities in the event of issuer default. The structure is a pure credit exposure to Wells Fargo Finance LLC and Wells Fargo & Company, combined with equity index exposure via the contingent coupon and final principal payment mechanisms.