WFC-Q Wells Fargo and Company

Aggregate Principal Amount

Offered:

$1,000,000,000

Trade Date:

April 15, 2024

Original Issue Date:

April 22, 2024 (T+5)

Stated Maturity Date:

April 22, 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.

Price to Public (Issue Price):

100.00%, plus accrued interest, if any, from April 22, 2024

Agent Discount

(Gross Spread):

0.25%

All-in Price (Net of

Agent Discount):

99.75%, plus accrued interest, if any, from April 22, 2024

Net Proceeds:

$997,500,000

Base Rate:

Compounded SOFR

Spread:

+107 basis points

Minimum Interest Rate for

an Interest Period:

0% per annum

Interest Payment Dates:

Each January 22, April 22, July 22 and October 22, commencing July 22, 2024, and at maturity.

Calculation Agent:

References to the Calculation Agent shall mean Wells Fargo Securities, LLC, an affiliate of the Company, acting in its capacity as Calculation Agent, and its successors and assigns or any other calculation agent appointed by the Company.

Optional Redemption:

At our option, we may redeem the notes (i) in whole, but not in part, on April 22, 2027 or (ii) in whole at any time or in part from time to time, on or after March 22, 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.

Any redemption may be subject to prior regulatory approval and will be effected pursuant to the procedures described under “Description of Debt Securities—Redemption and Repayment—Optional Redemption By Us” in the accompanying prospectus.

Listing:

None

American Veterans Group, PBC

CastleOak Securities, L.P.

Drexel Hamilton, LLC

Roberts & Ryan, Inc.

Apto Partners, LLC

Independence Point Securities LLC

Penserra Securities LLC

Samuel A. Ramirez & Company, Inc.

ABN AMRO Capital Markets (USA) LLC

ANZ Securities, Inc.

BBVA Securities Inc.

Credit Agricole Securities (USA) Inc.

ING Financial Markets LLC

Intesa Sanpaolo IMI Securities Corp.

MUFG Securities Americas Inc.

Natixis Securities Americas LLC

Nordea Bank Abp

SEB Securities, Inc.

SG Americas Securities, LLC

Standard Chartered Bank

Westpac Capital Markets LLC

Bancroft Capital, LLC

C.L. King & Associates, Inc.

Falcon Square Capital LLC

Mischler Financial Group, Inc.

Multi-Bank Securities, Inc.

Siebert Williams Shank & Co., LLC

   Total:

Supplemental Plan of

Distribution:

 
On April 15, 2024, we agreed to sell to the Agents, and the Agents agreed to purchase, the notes at a purchase price of 99.75%, plus accrued interest, if any, from April 22, 2024. The purchase price equals the issue price of 100.00% less a discount of 0.25% of the principal amount of the notes.

To the extent any Agent that is not a U.S. registered broker-dealer intends to effect any offers or sales of any notes in the United States, it will do so through one or more U.S. registered broker-dealers in accordance with the applicable U.S. securities laws and regulations.

United States Federal

Income Tax Considerations:

 
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).

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