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SUBJECT TO COMPLETION, DATED OCTOBER 21, 2020
Prospectus Supplement to Prospectus Dated February 25, 2020
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Wells Fargo & Company
Depositary Shares, Each Representing a 1/1,000th Interest
in a Share of Non-Cumulative Perpetual Class A Preferred Stock, Series AA
Wells Fargo & Company is offering depositary shares,
each representing a 1/1,000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series AA, no par value, with a liquidation preference amount of $25,000 per share (equivalent to $25
per depositary share) (the Series AA Preferred Stock). Each depositary share entitles the holder, through the depositary, to a proportional fractional interest in all rights, powers and preferences of the Series AA Preferred Stock
represented by the depositary share.
Dividends on the Series AA Preferred Stock, when, as and if
declared by our board of directors or a duly authorized committee of the board, will accrue and be payable on the liquidation preference amount of $25,000 per share, on a non-cumulative basis, quarterly in
arrears on the 15th day of March, June, September and December of each year, commencing on December 15, 2020, at a rate per annum equal to
%. If our board of directors or a duly authorized committee of the board has not declared a dividend on the Series AA Preferred Stock before the dividend payment date for any dividend period, such dividend shall not be
cumulative and shall not accrue or be payable for such dividend period, and we will have no obligation to pay dividends for such dividend period, whether or not dividends on the Series AA Preferred Stock are declared for any future dividend period.
The Series AA Preferred Stock may be redeemed by us at our option in whole, or in part, on December 15, 2025, or on any
dividend payment date thereafter, at a redemption price equal to $25,000 per share of Series AA Preferred Stock (equivalent to $25 per depositary share), plus an amount equal to any declared and unpaid dividends, without accumulation of any
undeclared dividends. The Series AA Preferred Stock may also be redeemed by us at our option in whole, but not in part, prior to December 15, 2025, upon the occurrence of a regulatory capital treatment event, as described herein, at
a redemption price equal to $25,000 per share of Series AA Preferred Stock (equivalent to $25 per depositary share), plus an amount equal to any declared and unpaid dividends, without accumulation of any undeclared dividends.
We intend to file an application to list the depositary shares on the New York Stock Exchange (the NYSE) under the
symbol WFCPrA. If the application is approved, we expect trading of the depositary shares on the NYSE to begin within the 30-day period after the initial delivery of the depositary shares.
The depositary shares are our unsecured securities, and all payments are subject to our credit risk. If we default on our
obligations, you could lose some or all of your investment. The depositary shares are not savings accounts, deposits or other obligations of any bank or non-bank subsidiary of Wells Fargo & Company and are not insured by the Federal Deposit
Insurance Corporation, the Deposit Insurance Fund or any other governmental agency.
Neither the
Securities and Exchange Commission nor any state securities commission or other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any
representation to the contrary is a criminal offense.
Investing in
the depositary shares involves risks. See Risk Factors beginning on page S-10.
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Public Offering Price
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Underwriting
Discount(1)
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Proceeds, before
expenses, to
Wells Fargo(1)
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Per Depositary Share(2)
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$
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$
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$
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Total(2)
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$
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$
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$
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(1)
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Reflects depositary shares sold to institutional investors, for which the
underwriters received an underwriting discount of $ per depositary share, and depositary shares sold to retail investors, for which the
underwriters received an underwriting discount of $ per depositary share.
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(2)
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We have granted the underwriters an option to purchase up to an additional
depositary shares within 30 days after the date of this prospectus supplement at the public offering price, less the underwriting discount, solely to cover over-allotments, if
any.
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The underwriters expect to deliver the depositary shares in book-entry form through the facilities of The Depository Trust Company for the
accounts of its participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System, and Clearstream Banking, société anonyme, on October , 2020.
Because our affiliate, Wells Fargo Securities, LLC, is participating
in sales of the depositary shares, the offering is being conducted in compliance with the Financial Industry Regulatory Authority (FINRA) Rule 5121, as administered by FINRA.
Sole Book Running Manager
Wells Fargo Securities
Joint Lead Managers
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BofA Securities
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J.P. Morgan
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Morgan Stanley
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RBC Capital Markets
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UBS Investment Bank
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Goldman Sachs & Co. LLC
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TD Securities
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Prospectus Supplement dated October , 2020