Form 424B2 - Prospectus [Rule 424(b)(2)]
15 April 2024 - 3:00PM
Edgar (US Regulatory)
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-269514
This pricing supplement relates to an effective
registration statement under the Securities Act of 1933, but is not complete and may be changed. This pricing supplement and the accompanying prospectus supplement and prospectus are not an offer to sell these securities and are not soliciting an
offer to buy these securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED APRIL 15, 2024
Pricing Supplement No. 8 dated April , 2024
(to Prospectus Supplement dated February 17, 2023
and Prospectus dated February 17, 2023)
WELLS FARGO & COMPANY
Medium-Term Notes, Series W
Senior Redeemable Fixed-to-Floating Rate Notes
You should read the more detailed description of the notes provided under Description of Notes in the accompanying
prospectus supplement and Description of Debt Securities in the accompanying prospectus, as supplemented by this pricing supplement. The notes are unsecured obligations of Wells Fargo & Company (the Company),
and all payments on the notes are subject to the credit risk of the Company. If the Company defaults on its obligations, you could lose some or all of your investment. The notes are not savings accounts, deposits or other obligations of any bank or
nonbank subsidiary of the Company and are not insured by the Federal Deposit Insurance Corporation, the Deposit Insurance Fund or any other governmental agency. Certain defined terms used but not defined herein have the meanings set forth in the
accompanying prospectus supplement and prospectus.
|
|
|
Aggregate Principal Amount |
|
|
Offered: |
|
$ |
|
|
Trade Date: |
|
April , 2024 |
|
|
Original Issue Date: |
|
April , 2024 (T+5) |
|
|
Stated Maturity Date: |
|
April , 2028; on the stated maturity date, the holders of the notes will be entitled to receive a cash payment
in U.S. dollars equal to 100% of the principal amount of the notes plus any accrued and unpaid interest. |
|
|
Optional Redemption: |
|
At our option, we may redeem the notes (i) in whole, but not in part, on April , 2027 (the First
Par Call Date) or (ii) in whole at any time or in part from time to time, on or after March , 2028, in each case at a redemption price equal to 100% of the principal amount of the notes being redeemed plus accrued and
unpaid interest thereon to, but excluding, the date of such redemption. |
|
|
|
|
At our option, we may also redeem the notes, in whole at any time or in part from time to time, on any day included in the
Make-Whole Redemption Period (as defined below), at a redemption price calculated as described under Description of Debt SecuritiesRedemption and RepaymentOptional Make-Whole Redemption of Debt Securities. |
|
|
|
|
As used in connection with the notes: |
|
|
|
|
The Make-Whole Redemption Period is the period commencing on and including April , 2025 and ending
on and including April , 2027. |
|
|
|
|
|
The Make-Whole Spread is %. |
|
|
|
|
Any redemption may be subject to prior regulatory approval and will be effected pursuant to the procedures described under
Description of Debt SecuritiesRedemption and RepaymentOptional Redemption By Us and Redemption and RepaymentOptional Make-Whole Redemption of Debt Securities, as applicable, in the accompanying
prospectus. |
|
|
Price to Public (Issue Price): |
|
%, plus accrued interest, if any, from April , 2024 |
|
|
Agent Discount |
|
|
(Gross Spread): |
|
% |
|
|
All-in Price (Net of |
|
|
Agent Discount): |
|
%, plus accrued interest, if any, from April , 2024 |
|
|
Net Proceeds: |
|
$ |
|
|
Interest Rate: |
|
The notes will bear interest at a fixed rate from April , 2024 to, but excluding, April , 2027 (the
Fixed Rate Period) and, if not previously redeemed, at a floating rate from, and including, April , 2027 to, but excluding, maturity (the Floating Rate Period). |
|
|
|
|
|
Fixed Rate Terms |
|
|
Fixed Rate Period: |
|
See Description of Debt SecuritiesInterest and Principal Payments and Fixed Rate Debt
Securities in the accompanying prospectus for additional information. |
|
|
Interest Rate: |
|
% |
|
|
Interest Payment Dates: |
|
Each April and October , commencing October , 2024 and ending April ,
2027 |
|
|
Benchmark: |
|
UST % due |
|
|
Benchmark Yield: |
|
% |
|
|
Spread to Benchmark: |
|
+ basis points |
|
|
Re-Offer Yield: |
|
% |
|
|
|
|
Floating Rate Terms |
|
|
Floating Rate Period: |
|
See Description of Debt SecuritiesInterest and Principal Payments, Floating Rate Debt
Securities and Floating Rate Debt SecuritiesBase RatesCompounded SOFR Notes in the accompanying prospectus for additional information. |
2
|
|
|
Base Rate: |
|
Compounded SOFR |
|
|
Spread: |
|
+ basis points |
|
|
Minimum Interest Rate for |
|
|
an Interest Period: |
|
0% per annum |
|
|
Interest Payment Dates: |
|
Each January , April , July and October , commencing July ,
2027, and at maturity. |
|
|
Calculation Agent: |
|
The Calculation Agent for the notes has not been appointed, but we will appoint a Calculation Agent prior to the
commencement of the Floating Rate Period. An affiliate of ours may be appointed the Calculation Agent. Neither the Security Registrar nor the Paying Agent identified below shall be named as our designee or as Calculation
Agent. |
|
|
|
Listing: |
|
None |
|
|
|
|
Principal Amount |
|
|
Agent (Sole Bookrunner): |
|
Wells Fargo Securities, LLC
$ |
|
|
Agents (Joint Lead Managers): |
|
|
|
|
Agents (Co-Managers): |
|
|
|
|
|
|
Total:
$ |
|
|
Supplemental Plan of |
|
|
Distribution: |
|
On April , 2024, we agreed to sell to the Agents, and the Agents agreed to purchase, the notes at a purchase
price of %, plus accrued interest, if any, from April , 2024. The purchase price equals the issue price of % less a discount of % of the principal amount of the notes. |
|
|
United States Federal |
|
|
Income Tax Considerations: |
|
In the opinion of Faegre Drinker Biddle & Reath LLP, the notes should be considered variable rate debt securities
that provide for stated interest at a fixed rate in addition to a qualified floating rate. See United States Federal Income Tax ConsiderationsU.S. Federal Income Taxation of U.S. HoldersDebt SecuritiesVariable Rate Debt
Securities in the accompanying prospectus. Notwithstanding that we expect that the notes will be issued at par, under rules governing notes with a fixed rate in addition to a qualified floating rate, it is possible that the notes could be
issued with OID. Whether the notes are issued with OID will be determined at the time of issue. Information regarding the determination of the amount of OID, if any, on the notes may
be |
3
|
|
|
|
|
obtained by submitting a written request to Wells Fargo Bank, National Association, Treasury Funding Desk, N9310-060, 550 South Fourth Street, Minneapolis, MN 55415-1529. |
|
|
|
|
Additional tax considerations are discussed under United States Federal Income Tax Considerations in the
accompanying prospectus. |
|
|
Security Registrar and |
|
|
Paying Agent: |
|
Computershare Trust Company, N.A., acting through its office at CTSO Mail Operations, 1505 Energy Park Drive, St.
Paul, MN 55108, Attn: CCT Administrator for Wells Fargo (or at such other place or places as may be designated from time to time). |
|
|
CUSIP: |
|
95000U3L5 |
Risk Factors
See Risk Factors in the accompanying prospectus for risk factors regarding the notes, including, in particular,
the risk factors appearing under the heading Risks Relating To SOFR, Compounded SOFR And A Benchmark Replacement.
4
Wells Fargo (NYSE:WFC-Q)
Historical Stock Chart
Von Mär 2024 bis Apr 2024
Wells Fargo (NYSE:WFC-Q)
Historical Stock Chart
Von Apr 2023 bis Apr 2024