Wells Fargo Issues Trigger Autocallable Contingent Yield Notes Linked to Dow Jones and Nasdaq-100 Indexes

Structure and Dual-Index Linkage Framework

The Notes represent unsecured debt obligations of Wells Fargo Finance LLC with an unconditional guarantee from Wells Fargo & Company. The securities are structured as principal-at-risk instruments linked to the performance of two major equity market benchmarks: the Dow Jones Industrial Average and the Nasdaq-100 Index. Investors purchase the Notes with a minimum investment of $1,000, equivalent to 100 Notes at $10 par value per Note. The structure requires tracking the closing values of both indexes across multiple observation dates over the approximately five-year term.

The document discloses that the current estimated value of the Notes is approximately $9.58 per Note as of the preliminary pricing date, with a minimum estimated value on the trade date of not less than $9.28 per Note. Wells Fargo Securities, LLC developed this valuation using proprietary pricing models. The dual-index structure means investors face performance risk relative to whichever of the two indexes performs worse, a feature that concentrates downside exposure on the least performing underlying asset rather than spreading it equally between the two benchmarks.

Contingent Coupon Payment Mechanics and Observation Dates

The Notes incorporate a quarterly contingent coupon structure with a stated coupon rate of 8.20% to 8.55% per annum, contingent on the performance of both underlying indexes. On each Contingent Coupon Payment Date, the Issuer will pay the investor a quarterly coupon only if the closing value of each Underlier on the related Coupon Observation Date is greater than or equal to its Coupon Barrier level. For both the Dow Jones Industrial Average and Nasdaq-100 Index, the Coupon Barrier is set at 70% of the Initial Underlier Value established on the Trade Date. This means that if either index closes at or above the 70% level on any observation date, the coupon is paid; if either index closes below this threshold, no coupon is paid for that quarter.

Coupon Observation Dates occur quarterly throughout the term of the Notes, with the document noting these dates are subject to postponement under certain circumstances. Investors will not participate in any appreciation of the underlying indexes and will not receive any dividends on securities included within either index. The disclosure emphasizes that investors may receive few or no contingent coupons during the term of the Notes if either underlying index performs poorly relative to its coupon barrier, creating a scenario where principal is at significant risk while coupon income is uncertain and conditional rather than guaranteed.

Automatic Call Feature and Early Redemption Conditions

The Notes incorporate an automatic call feature that allows Wells Fargo Finance LLC to redeem the securities prior to maturity under specified conditions. If the closing value of each Underlier on any Call Observation Date equals or exceeds its Initial Underlier Value (the closing value on the Trade Date of July 24, 2026), the Notes will be automatically called. Upon automatic call, the Issuer will pay the investor the full Principal Amount of the Notes plus a final Contingent Coupon, and no further payments will be made on the securities. This feature effectively caps investor participation in upside appreciation of either index, as the notes will be redeemed at par value plus one final coupon rather than continuing to track additional gains.

Call Observation Dates are scheduled quarterly, beginning after six months from the settlement date. This means the automatic call feature becomes available approximately in early 2027 and remains available on a quarterly basis thereafter. The document notes that all dates are subject to postponement, providing Wells Fargo with flexibility in administration. For investors, the automatic call feature means that extended bull markets in either the Dow or Nasdaq-100 could result in the notes being called away while the indexes continue to appreciate, eliminating the possibility of participating in gains beyond the initial levels on the trade date.

Downside Threshold and Principal Loss Exposure

The Notes carry significant downside risk structured around a Downside Threshold mechanism. For both the Dow Jones Industrial Average and Nasdaq-100 Index, the Downside Threshold is set at 60% of the Initial Underlier Value. On the Final Valuation Date of July 24, 2031, if the closing value of each Underlier is greater than or equal to its Downside Threshold, Wells Fargo will repay the full Principal Amount at maturity plus any final Contingent Coupon otherwise due. However, if the closing value of any Underlier falls below its Downside Threshold, the Issuer will repay less than the Principal Amount at maturity or potentially nothing at all.

In the event of a breach of the Downside Threshold by either index, the loss on principal is calculated based on the negative return of the Least Performing Underlier—the index that declines the most. The document states explicitly that investors "will have full downside exposure to the Least Performing Underlier from its Initial Underlier Value to its Final Underlier Value, and will lose a significant portion, and possibly all, of your principal." This structure means an investor could experience a loss equal to the percentage decline of whichever index performs worse, potentially losing 40% of principal if either index declines from 100% to 60%, or losing substantially more if either index declines below 60%. The contingent repayment of principal feature applies only if the investor holds the Notes to maturity and does not sell them in the secondary market.

Credit Risk and Guarantor Considerations

The Notes are unsecured debt obligations of Wells Fargo Finance LLC, meaning they are not backed by specific collateral or asset reserves. All payments on the Notes—including contingent coupons, the return of principal at maturity, and any final contingent coupon—are fully subject to the credit risk of both Wells Fargo Finance LLC as Issuer and Wells Fargo & Company as Guarantor. The guarantee from Wells Fargo & Company is described as "full and unconditional," meaning the parent company is directly liable for all obligations if the Finance LLC subsidiary defaults. However, the document emphasizes that investors will have no ability to pursue any securities included in either underlying index for payment; credit risk extends only to Wells Fargo entities, not to the index constituents themselves.

The disclosure states clearly that "if Wells Fargo Finance LLC, as Issuer, and Wells Fargo & Company, as Guarantor, default on their obligations, you could lose some or all of your investment." The Notes are not deposits with a bank and are not insured by the Federal Deposit Insurance Corporation, the Deposit Insurance Fund, or any other governmental agency. This distinguishes them from traditional bank savings products and places them in the category of unsecured corporate debt securities where investor recovery depends entirely on the financial health and willingness of Wells Fargo & Company to honor its guarantee. The document notes this credit risk applies regardless of the performance of the underlying indexes.

Secondary Market Liquidity and Trading Restrictions

The document explicitly states that "the Notes will not be listed or displayed on any securities exchange or any automated quotation system." This lack of exchange listing creates significant liquidity constraints for investors who wish to sell the Notes prior to maturity. Without exchange trading or automated quotation systems, investors who want to exit their position before July 29, 2031, must negotiate sales through over-the-counter channels, likely involving Wells Fargo or other dealers willing to make markets in the securities. The absence of public pricing information or trading volume data means it may be difficult or impossible for investors to determine fair value or execute sales at reasonable prices.

The preliminary nature of the pricing supplement indicates that final pricing details, including the exact Contingent Coupon Rate (within the 8.20% to 8.55% range disclosed), were not finalized as of the July 23, 2026, filing date. The prospectus emphasizes that estimated values provided are not indications of prices at which Wells Fargo Securities or other dealers would buy the Notes from investors in the secondary market after issuance. Investors should carefully consider the lack of secondary market liquidity when evaluating whether to purchase Notes that may be held for five years with potentially limited exit opportunities.

Complex Risk Profile and Principal-at-Risk Features

The document describes the Notes as having "complex features" and states that "investing in the Notes involves risks not associated with an investment in conventional debt securities." The primary complexity derives from the contingent coupon structure, the automatic call feature, and the full downside exposure to the least performing index. Unlike conventional bonds that pay fixed or floating coupons regardless of market conditions, these Notes condition each quarterly coupon payment on both indexes maintaining values at or above 70% of their initial levels. This means investors sacrifice guaranteed income in exchange for the potential for higher returns when market conditions are favorable.

The document also notes that "the higher the Contingent Coupon Rate on a Note, the greater the risk of loss on that Note," indicating an inverse relationship between coupon rate and capital preservation features. Investors face asymmetric risk: they do not participate in upside appreciation beyond the initial levels (due to the automatic call feature), they may receive no coupons if either index declines moderately (if it stays below 70% but above 60%), and they face full downside exposure if either index declines more than 40% from the trade date. The selection of the least performing index as the basis for final valuation means that even strong performance by one index cannot offset weak performance by the other.

Preliminary Pricing and Final Terms Determination

The pricing supplement filed on July 23, 2026, is labeled as preliminary and subject to completion, indicating that certain terms were not yet finalized as of that date. The document states that "this preliminary pricing supplement and the accompanying product supplement, market measure supplement, prospectus supplement and prospectus are not an offer to sell these Notes," emphasizing the preliminary nature of the disclosure. The Contingent Coupon Rate is disclosed as a range of 8.20% to 8.55% per annum, with the final rate to be determined on the Trade Date of July 24, 2026. The Initial Underlier Value for each index, determined as the closing value on the Trade Date, was also not yet known at the time of preliminary pricing supplement filing.

The document also notes that "to the extent that we make any change to the expected Trade Date or expected Settlement Date, the other relevant dates may also be changed in our discretion to ensure that the term of the Notes remains the same." This language provides Wells Fargo with flexibility to adjust key dates if necessary to maintain the approximately five-year maturity structure. Investors should review the final pricing supplement once issued to confirm exact coupon rates, initial index values, and all observation dates. The company notes that the estimated value of approximately $9.58 per Note "may differ from the estimated value set forth above" when the Notes are actually priced, "absent a material change in market conditions or other relevant factors," indicating that valuations are subject to change before final pricing occurs.

Regulatory Filing and Offering Framework

The preliminary pricing supplement was filed with the Securities and Exchange Commission pursuant to Rule 424(b)(2) under the registration numbers 333-292881 and 333-292881-01. This regulatory framework indicates that the Notes are being offered as part of a registered securities offering utilizing a shelf registration statement previously filed with the SEC. The filing includes references to accompanying documentation: a product supplement (dated February 13, 2026), a market measure supplement (dated February 13, 2026), a prospectus supplement (dated February 13, 2026), and a prospectus (dated February 13, 2026). These accompanying documents contain additional detailed information about the terms, risks, and structural features of the Notes.

The document carries standard SEC disclaimers that neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the Notes or passed upon the accuracy or adequacy of the disclosure documents. The offering is stated to be "subject to completion" with a date of July 23, 2026, and all preliminary and final pricing supplements are noted as subject to completion. Wells Fargo is identified as having prepared the estimated valuation using proprietary pricing models, with Wells Fargo Securities, LLC serving as agent. The disclosure structure separates the final agent discount and proceeds to Wells Fargo Finance LLC as items to be determined at final pricing, which is typical for structured note offerings where pricing terms are finalized on or near the trade date.