Wells Fargo Issues 12-Year Medium-Term Notes With 5.50% Fixed Rate and Callable Features

Wells Fargo's Debt Capital Raise Through Medium-Term Note Program

Wells Fargo & Company utilized its established Medium-Term Notes Series AA platform to issue the fixed-rate callable notes disclosed in the July 17, 2026 pricing supplement. The notes represent senior unsecured debt obligations of the bank and are designed to be held to maturity by investors. The structure reflects Wells Fargo's ongoing approach to managing its capital position and funding requirements through diversified debt issuance channels accessible to institutional and qualified retail investors.

The notes are unsecured obligations, meaning they are not backed by specific collateral and are subject entirely to the credit risk of Wells Fargo & Company. The disclosure states that if Wells Fargo defaults on its obligations, investors could lose some or all of their investment. The notes are not eligible for Federal Deposit Insurance Corporation protection or any other governmental guarantee, distinguishing them from conventional bank deposits and highlighting their status as capital market instruments rather than traditional banking products.

Fixed Interest Rate Structure and Semi-Annual Payment Schedule

The notes carry a fixed annual interest rate of 5.50% per annum, with interest payments scheduled semi-annually on the last calendar day of January and July. The first interest payment is scheduled for January 31, 2027, with subsequent payments occurring at the same frequency until maturity on July 31, 2038, or earlier redemption by Wells Fargo. The semi-annual payment structure creates regular income streams for note holders, with the final payment encompassing both accrued interest and the full $1,000 principal amount per note.

Interest accrual follows a standard methodology where each interest period runs from the immediately preceding interest payment date (or from the issue date in the case of the first period) through the subsequent payment date. The 5.50% rate was established as the pricing rate at the time of the offering and remains fixed throughout the note's life absent redemption or maturity. This fixed-rate structure contrasts with floating-rate alternatives and exposes holders to interest rate risk, as prevailing market rates may rise above or fall below the stated 5.50% coupon during the holding period.

Callable Features and Optional Redemption Rights

Wells Fargo retained the right to redeem the notes in whole (but not in part) on optional redemption dates beginning two years after issuance. The redemption dates are specified as the last calendar day of each July, commencing July 31, 2028, and continuing annually through July 31, 2037. Upon redemption, note holders receive 100% of the principal amount plus any accrued and unpaid interest through the redemption date. Wells Fargo is required to provide note holders with at least five days' and no more than thirty days' advance notice prior to any redemption, with notice delivered in the manner described in the accompanying prospectus supplement.

The callable structure introduces reinvestment risk for investors, particularly in scenarios where interest rates decline. If Wells Fargo redeems the notes during periods when prevailing market interest rates are lower than the 5.50% coupon, investors will face reduced returns when reinvesting redemption proceeds. The disclosure notes that any redemption may be subject to prior regulatory approval, indicating that Wells Fargo's redemption decision does not rest solely on financial considerations but also requires compliance with applicable banking regulations. This feature gives Wells Fargo significant control over the note's ultimate duration while imposing timing uncertainty for investors relying on the stated maturity date.

Pricing Terms and Distribution Channel Variations

Wells Fargo established differentiated pricing for retail investors and institutional buyers. The original offering price for standard retail investors was set at $1,000 per note. However, eligible institutional investors and investors purchasing through fee-based advisory accounts receive negotiated pricing determined at the time of sale, constrained within a $980 to $1,000 per note range. This variable pricing structure reflects market conditions at the time orders are submitted and allows for pricing flexibility between institutional categories.

Wells Fargo Securities, LLC, a wholly owned subsidiary of Wells Fargo & Company, served as the agent for distribution of the notes and acted as principal in the offering. The agent discount was set at up to $20.00 per note, with selected dealers entitled to receive a selling concession of up to $20.00 per note depending on market conditions. The disclosure indicates that dealers purchasing notes for sales to eligible institutional investors and fee-based advisory accounts could forgo some or all selling concessions, creating potential variation in net proceeds depending on the ultimate distribution channel. For standard retail purchasers, the net proceeds to Wells Fargo were $980 per note after deducting the maximum agent discount.

Terms, Denominations, and Maturity Profile

Each note carries a principal amount of $1,000 and is available in integral multiples of this denomination. The notes mature on July 31, 2038, providing a 12-year duration from the expected issue date of July 31, 2026. The pricing date was expected to occur on July 29, 2026, with the formal issue date set for July 31, 2026. The disclosure notes that changes to the expected pricing or issue dates may result in corresponding adjustments to interest payment dates, optional redemption dates, and the stated maturity date to maintain the consistent 12-year term.

The notes will not be listed on any securities exchange or automated quotation system, meaning they are traded over-the-counter in secondary markets rather than through centralized exchange mechanisms. The CUSIP number assigned to the notes is 95001DR51, enabling identification in settlement and trading systems. The lack of exchange listing implies reduced liquidity compared to publicly traded debt securities and may complicate secondary market transactions for investors seeking to exit positions prior to maturity. The notes are designed to be held to maturity by their intended investor base, reflecting their positioning as buy-and-hold instruments for institutional and qualified retail portfolios.

Risk Disclosures Regarding Interest Rate and Redemption Dynamics

The pricing supplement disclosure identifies material risks specific to fixed-rate callable notes. The document notes that interest earned on the notes may be less than returns available on alternative investments, particularly if market interest rates rise significantly during the holding period. The fixed 5.50% rate, while attractive at the time of issuance, could prove disadvantageous relative to prevailing market yields if macroeconomic conditions drive rate increases. This interest rate risk is inherent to all fixed-income securities but is particularly acute for longer-duration obligations such as these 12-year notes.

A second material risk disclosed relates to redemption incentives and investor outcomes. The disclosure emphasizes that Wells Fargo is more likely to exercise redemption options during periods when the remaining accrued interest on the notes exceeds what Wells Fargo would pay on comparable non-redeemable fixed-rate debt. This creates asymmetric risk for note holders: the callable feature benefits the issuer in declining rate environments while limiting investor upside participation. Investors considering these notes must account for the probability of early redemption in favorable rate scenarios and the resulting truncation of expected return streams.

Credit Risk and Unsecured Debt Status

The notes represent unsecured senior debt obligations of Wells Fargo & Company, creating direct exposure to the issuer's creditworthiness and financial condition. All payments of principal and interest are subject to Wells Fargo's ability and willingness to meet its obligations. The disclosure repeatedly emphasizes that default by Wells Fargo could result in partial or total loss of investor capital, and that the notes receive no protection under federal deposit insurance schemes or other governmental guarantees. This credit risk profile distinguishes the notes from FDIC-insured deposit products offered by Wells Fargo's banking subsidiaries.

Investors in these notes should recognize that their claims on Wells Fargo are limited to the contractual obligations embedded in the note agreement and are subordinate to secured creditors and certain other obligations. Changes in Wells Fargo's financial performance, capital ratios, regulatory standing, or market perception of the bank's creditworthiness could affect the notes' value in secondary trading, even absent a default event. The unsecured nature and 12-year tenor create extended exposure to Wells Fargo's credit fundamentals, making credit analysis a central component of investment due diligence.

Regulatory Framework and Disclosure Documentation

The notes were issued under Wells Fargo's existing registration statement (No. 333-292881) pursuant to Securities Act Rule 424(b)(2), filed on July 17, 2026. The pricing supplement constitutes the preliminary pricing document and references an accompanying prospectus supplement dated February 13, 2026, and a base prospectus of the same date. These companion documents provide detailed information regarding the general terms applicable to Wells Fargo's Medium-Term Notes Series AA, risk factor discussions, and descriptions of the note characteristics and Wells Fargo's business operations. The SEC website hosts the prospectus supplement and prospectus documents for investor review and reference.

The disclosure states that where the pricing supplement conflicts with information in the prospectus supplement or base prospectus, the pricing supplement's terms control. Investors are directed to review all documentation together to obtain comprehensive information regarding the notes, the offering terms, and associated risks. The regulatory framework governing these notes includes potential redemption requirements subject to prior regulatory approval, reflecting the supervisory oversight applicable to Wells Fargo's capital management decisions under banking law and Federal Reserve regulations.

Investment Considerations and Investor Profile Alignment

The notes are structured for investors seeking fixed-income exposure with predictable semi-annual cash flows and a defined maturity date, contingent on non-redemption by Wells Fargo. The 5.50% coupon may appeal to investors in intermediate or lower rate environments where alternatives offer reduced yields. The callable structure introduces complexity, requiring investors to assess the probability and timing of early redemption and to consider reinvestment scenarios in various rate environments. The notes' suitability depends on individual investor circumstances, risk tolerance, and portfolio objectives.

The differentiated pricing for institutional investors and fee-based advisory accounts reflects Wells Fargo's targeting of sophisticated market participants capable of evaluating the notes' features and risks independently. The absence of exchange listing and the notes' design for buy-and-hold strategies suggest that Wells Fargo and its distribution partners view these instruments as appropriate for core portfolio holdings rather than trading vehicles. Investors should carefully evaluate whether the fixed-rate callable structure and Wells Fargo credit exposure align with their investment mandate and risk parameters before committing capital.