Wells Fargo Issues 20-Year Fixed Rate Callable Notes Due 2046 With 6% Annual Interest

Overview of Wells Fargo's New Medium-Term Notes Offering

Wells Fargo & Company has filed an amended and restated pricing supplement outlining the terms of its Medium-Term Notes, Series AA, a 20-year unsecured senior debt instrument. The notes are offered under the prospectus dated February 13, 2026, and prospectus supplement of the same date, both of which form the basis for the complete disclosure framework governing the offering. This debt issuance represents Wells Fargo's continued efforts to manage its capital structure and liquidity position through the debt capital markets, targeting institutional and qualified individual investors seeking intermediate-term fixed-income exposure.

The offering structure reflects Wells Fargo's role as a diversified financial services company managing substantial liabilities and capital requirements across its banking, investment banking, wealth management, and insurance operations. As a systemically important financial institution subject to regulatory capital standards, Wells Fargo utilizes medium-term debt offerings to maintain appropriate leverage ratios and fund ongoing operations and strategic initiatives. The current offering provides a mechanism for raising capital at fixed rates while maintaining flexibility through embedded call provisions that allow the company to refinance at more favorable rates should market conditions permit.

Fixed Interest Rate Structure and Payment Mechanics

The notes carry a fixed annual interest rate of 6.00% per annum, payable annually on the last calendar day of each July, commencing July 31, 2027, and continuing through stated maturity or earlier redemption. Each interest payment represents the accrued interest for the 12-month interest period preceding the payment date, calculated in accordance with the detailed provisions outlined in the prospectus supplement. Interest accrues from the issue date (July 31, 2026) through the final payment date, ensuring investors receive compensation for the full duration of their investment, whether the notes are held to maturity or called prior to the stated maturity date.

The principal amount of each note is $1,000, with interest payments made in U.S. dollars. At stated maturity on July 31, 2046, holders will receive $1,000 per note plus any accrued and unpaid interest unless Wells Fargo exercises its redemption option at an earlier date. The annual interest payment structure provides predictable cash flows to investors, with a consistent July payment date established across the 20-year term. This fixed-rate approach eliminates interest rate reset risk but exposes investors to opportunity cost if market rates increase materially above the 6.00% coupon rate.

Pricing and Distribution Terms for Institutional and Individual Investors

The original offering price for most investors is $1,000 per note, with an agent discount of up to $30.00 per note payable to Wells Fargo Securities, LLC, the distribution agent and a wholly owned subsidiary of Wells Fargo & Company. This structure generates net proceeds to Wells Fargo of $970.00 per note before any additional offering expenses. For eligible institutional investors and investors purchasing notes in fee-based advisory accounts, the original offering price may vary based on then-current market conditions and negotiated prices at the time of sale, provided such prices do not fall below $970.00 per note or exceed $1,000 per note. Dealers purchasing notes for eligible institutional investors and fee-based advisory accounts may forgo some or all of the available $30.00 per note selling concession, depending on market conditions relevant to the notes' value at the time orders are submitted.

The company did not disclose the total aggregate dollar amount of notes offered or any information regarding the expected size of the overall offering. Wells Fargo Securities is acting as principal in the distribution, creating a potential conflict of interest given its status as Wells Fargo's subsidiary. The prospectus supplement includes detailed information regarding this conflict of interest arrangement and how Wells Fargo may hedge its obligations under the notes, providing investors with transparency about the issuer's risk management practices and the compensation structure available to distribution agents and dealers participating in the offering.

Optional Redemption Rights and Maturity Framework

Wells Fargo retains the right to redeem the notes in whole, but not in part, at 100% of principal amount plus accrued and unpaid interest, exercisable on optional redemption dates. These redemption dates occur annually on the last calendar day of each July, commencing July 31, 2027, and ending July 31, 2045. This means Wells Fargo has 19 potential redemption windows during the 20-year term, with the final redemption opportunity occurring one year before the stated maturity date. Any redemption may be subject to prior regulatory approval, reflecting Wells Fargo's status as a regulated financial institution subject to oversight by banking regulators regarding capital management and debt issuance practices.

Notice of redemption will be provided to note holders at least five days and not more than 30 days prior to the fixed redemption date, in accordance with the procedures described in the prospectus supplement. The callable structure incentivizes Wells Fargo to refinance the notes if prevailing interest rates decline sufficiently below the 6.00% coupon rate to make refinancing economically attractive, while protecting investors from forced redemption at inopportune times through the five to 30-day notice requirement and the requirement that redemption occur on specified annual dates. The absence of investor redemption rights means holders cannot force repayment prior to maturity and must hold the notes to the stated maturity date of July 31, 2046, unless Wells Fargo exercises its call option.

Unsecured Senior Debt Status and Credit Risk Considerations

The notes constitute unsecured senior obligations of Wells Fargo & Company, meaning they are not backed by any specific collateral or pledge of assets. All payments on the notes are directly subject to the credit risk of Wells Fargo, and investors relying on the company's ability and willingness to meet principal and interest obligations. If Wells Fargo defaults on its debt obligations, note holders could lose some or all of their investment. The unsecured nature of the notes means they rank equally with other unsecured senior debt of Wells Fargo but subordinate to any secured borrowings the company may maintain. This credit risk exposure is fundamental to the investment, as the notes' value and payment certainty depend entirely on Wells Fargo's financial condition and creditworthiness throughout the 20-year term.

Notably, the notes are neither savings accounts, deposits, nor other obligations of a depository institution, and they are not insured by the Federal Deposit Insurance Corporation, the Deposit Insurance Fund, or any other governmental agency. This distinction is material because it clarifies that investors in these notes receive no deposit insurance protection, even though Wells Fargo operates as a diversified financial services company with substantial retail and commercial banking operations. The absence of FDIC protection reflects the notes' status as capital market instruments rather than traditional bank deposit products, exposing investors to Wells Fargo's broader credit profile as a consolidated financial institution.

Registration Framework and Regulatory Considerations

The notes are registered under the Securities Act of 1933 and filed pursuant to Rule 424(b)(2), with Registration No. 333-292881. The pricing supplement is an amended and restated preliminary document dated July 20, 2026, subject to completion, indicating that certain terms and pricing details remain subject to finalization prior to closing. The offering is documented through a three-tier disclosure framework comprising the current pricing supplement, the prospectus supplement dated February 13, 2026, and the underlying prospectus of the same date, each of which forms an integral part of the complete offering disclosure. To the extent any disclosure in the pricing supplement is inconsistent with the prospectus supplement or prospectus, the pricing supplement disclosure controls, establishing clear hierarchy in the offering documents.

Neither the Securities and Exchange Commission nor any state securities commission or other regulatory body has approved or disapproved of the notes, nor has any agency passed upon the accuracy or adequacy of the pricing supplement or accompanying documents. The offering is predicated on the issuer's existing registration statement and shelf registration process that allows Wells Fargo to offer securities on a continuous basis without requiring separate registration for each issuance. Any redemption of the notes may require prior regulatory approval, reflecting Wells Fargo's status as a subsidiary of Wells Fargo & Company, a regulated bank holding company subject to Federal Reserve oversight regarding capital management and the issuance of debt instruments.

Listing Status and Transferability Constraints

The notes will not be listed on any securities exchange or automated quotation system, creating significant liquidity limitations for investors seeking to sell their positions prior to maturity. This design indicates the notes are intended primarily for buy-and-hold investors willing to commit capital for the full 20-year term or until Wells Fargo exercises its redemption option. The absence of exchange listing means secondary market trading, if any occurs, would take place through over-the-counter transactions negotiated directly between buyers and sellers, likely with limited pricing transparency compared to exchange-traded securities. Investors should anticipate illiquidity as a material characteristic of these notes and price their investment accordingly.

Notes are issued in denominations of $1,000 and any integral multiples thereof, with the CUSIP number assigned as 95001DR77. This standardized denomination structure facilitates institutional purchases of multiple note units while restricting the minimum investment amount to $1,000 per note. The illiquidity inherent in non-exchange-listed debt instruments means investors must carefully evaluate their ability to hold the notes until maturity or until Wells Fargo exercises its call option, as forced liquidation prior to such dates would likely require accepting significant discounts from par value to attract buyers in the thin over-the-counter market.

Interest Rate Risk and Comparative Return Considerations

The 6.00% fixed annual interest rate establishes the return investors will receive, provided Wells Fargo does not default and does not redeem the notes early. However, the fixed-rate structure creates interest rate risk: if prevailing market interest rates for comparable 20-year unsecured debt increase materially above 6.00%, the notes' value will decline in secondary trading, as new investors demanding higher yields would offer less than par for existing notes. Conversely, if market rates decline below 6.00%, the notes become more valuable, but Wells Fargo's incentive to redeem increases substantially, capping upside appreciation potential. The amount of interest investors receive may be less than the return available on alternative investments, particularly if market rates rise during the holding period or if Wells Fargo refinances the notes at lower rates when favorable conditions permit.

The prospectus supplement and prospectus describe in detail the manner in which interest is calculated, accrued, and paid, and identify the circumstances under which Wells Fargo's redemption decision is influenced by the prevailing interest rate relative to the coupon rate. Investors considering these notes should carefully evaluate their interest rate outlook and opportunity cost relative to other available fixed-income instruments, particularly given the 20-year term and the notes' illiquidity characteristics. The annual interest payment structure provides predictable cash flow but does not provide flexibility to reinvest interest at potentially higher rates if market conditions shift favorably during the holding period.

Risk Factors Beyond Conventional Debt Securities

Wells Fargo's disclosure in the pricing supplement emphasizes that investment in the notes involves risks not associated with conventional debt securities. The prospectus supplement contains an extensive "Risk Factors" section beginning on page S-5, which the pricing supplement incorporates by reference and directs investors to consult. These risk factors extend beyond standard credit risk to include operational, regulatory, reputational, and strategic risks inherent in Wells Fargo's business model as a diversified financial services company. Wells Fargo has faced significant regulatory scrutiny and enforcement actions in recent years related to sales practices, compliance, and governance, creating potential uncertainty regarding the company's future regulatory capital requirements and operational constraints that could affect its ability to meet debt obligations.

The callable feature introduces refinancing risk for note holders, as Wells Fargo may redeem the notes opportunistically when interest rates decline, forcing investors to reinvest proceeds at potentially lower prevailing rates. Additionally, the 20-year term exposes investors to inflation risk, as the fixed 6.00% coupon will decline in real (inflation-adjusted) value if inflation rates remain elevated, eroding the purchasing power of interest and principal payments. Investors should carefully review the risk factor discussions in the accompanying prospectus supplement and prospectus documents before committing capital, consulting with financial advisors regarding the appropriateness of the notes for their individual circumstances and investment objectives.

Document Incorporation and Additional Information Sources

Complete disclosure regarding the notes is available through the prospectus supplement dated February 13, 2026, and the prospectus dated February 13, 2026, both filed with the Securities and Exchange Commission and accessible through the SEC's EDGAR database at www.sec.gov. The prospectus supplement provides detailed information about the Medium-Term Notes, Series AA program, the characteristics of fixed-rate notes, the plan of distribution, conflicts of interest involving Wells Fargo Securities, and comprehensive risk factors applicable to the notes. The prospectus contains fundamental information about Wells Fargo & Company as the issuer, including the company's business description, financial condition, and capital structure. Investors should read these documents in their entirety to develop a complete understanding of the notes' terms, Wells Fargo's business and financial position, and all material risks before investing.

The prospectus supplement and prospectus incorporate by reference certain additional documents, including Wells Fargo's periodic reports filed with the SEC, which contain audited financial statements, management's discussion and analysis, and detailed disclosures regarding the company's operations, risks, and financial performance. Defined terms used in the pricing supplement but not defined herein have the meanings set forth in the prospectus supplement. To the extent any conflict exists between the pricing supplement and the prospectus supplement or prospectus, the language and terms in the pricing supplement control. Investors should treat the pricing supplement as the authoritative source for the specific terms applicable to the current offering while consulting the prospectus supplement and prospectus for comprehensive background information and risk disclosure.