Wells Fargo Launches Trigger Autocallable Contingent Yield Notes Tied to Dow Jones and Nasdaq-100 with 8.20%-8.55% Quarterly Coupons

Note Structure and Dual-Index Linkage

These Notes are unsecured debt obligations of Wells Fargo Finance LLC, fully guaranteed by Wells Fargo & Company. They are principal-at-risk securities linked to the Dow Jones Industrial Average and Nasdaq-100 Index. Investors must commit a minimum of $1,000, equating to 100 Notes at $10 each. The Notes track the closing values of both indexes across multiple observation dates over roughly five years.

As of the preliminary pricing date, the estimated value per Note is approximately $9.58, with a minimum estimated value on the trade date of no less than $9.28. Wells Fargo Securities, LLC calculated these valuations using proprietary models. The dual-index structure means investors bear risk based on the performance of the least performing index, concentrating downside exposure rather than distributing it evenly.

Contingent Coupon Payment Terms and Observation Schedule

The Notes feature a quarterly contingent coupon ranging from 8.20% to 8.55% per annum, dependent on both indexes' performance. Coupons are paid only if, on each Coupon Observation Date, the closing values of both the Dow Jones Industrial Average and Nasdaq-100 Index meet or exceed 70% of their initial values set on the Trade Date. If either index closes below this 70% Coupon Barrier, no coupon is paid for that quarter.

Coupon Observation Dates occur quarterly throughout the term, with potential postponements under certain conditions. Investors do not benefit from any index appreciation beyond coupon payments nor receive dividends from index constituents. If either index underperforms relative to the coupon barrier, investors may receive few or no coupons, exposing principal to significant risk while coupon income remains conditional.

Automatic Call Feature and Early Redemption

The Notes include an automatic call feature allowing Wells Fargo Finance LLC to redeem the securities early if, on any Call Observation Date, both indexes close at or above their initial values from the Trade Date. Upon automatic call, investors receive the full principal plus a final contingent coupon, ending further payments. This feature caps upside participation since notes are redeemed at par plus one coupon rather than tracking continued gains.

Call Observation Dates begin quarterly six months after settlement, approximately early 2027, and continue thereafter. All dates may be postponed, granting Wells Fargo administrative flexibility. For investors, this means strong market rallies in either index could trigger early redemption, limiting gains beyond the initial levels.

Downside Threshold and Principal Risk

The Notes impose significant downside risk through a 60% Downside Threshold of the initial index values. On the Final Valuation Date, July 24, 2031, if both indexes close at or above 60% of their initial values, Wells Fargo will repay full principal plus any final coupon. If either index falls below 60%, principal repayment will be reduced proportionally to the decline of the least performing index, potentially resulting in substantial or total principal loss.

Investors bear full downside exposure to the worst-performing index from the initial to final value. For example, a drop from 100% to 60% could result in a 40% principal loss, with greater losses possible if the index falls further. This contingent principal repayment applies only if investors hold the Notes to maturity and do not sell in the secondary market.

Credit Risk and Guarantee Details

As unsecured debt of Wells Fargo Finance LLC, these Notes are not backed by collateral. All payments—including contingent coupons and principal—depend on the creditworthiness of Wells Fargo Finance LLC and its guarantor, Wells Fargo & Company. The guarantee is full and unconditional, making the parent company liable if the subsidiary defaults. Investors cannot claim assets of the underlying indexes; credit risk is limited to Wells Fargo entities.

The disclosure warns that default by either Wells Fargo Finance LLC or Wells Fargo & Company could result in partial or total loss of investment. These Notes are not bank deposits and are not insured by the FDIC or any government agency, distinguishing them from traditional savings products and categorizing them as unsecured corporate debt reliant on Wells Fargo's financial health.

Secondary Market Liquidity and Trading Limitations

The Notes will not be listed on any securities exchange or automated quotation system, significantly limiting liquidity. Investors seeking to sell before maturity must negotiate over-the-counter transactions, typically through Wells Fargo or dealers willing to make a market. Lack of public pricing or trading volume data may hinder fair valuation and sale execution at reasonable prices.

The preliminary pricing supplement indicates that final coupon rates and pricing details were not fixed as of July 23, 2026. Estimated values do not guarantee secondary market prices. Prospective buyers should consider the limited liquidity and potential difficulty exiting a five-year investment with uncertain resale opportunities.

Complex Risk Profile and Principal-at-Risk Characteristics

The Notes possess complex features, including contingent coupons, automatic call provisions, and full downside exposure to the least performing index. Unlike traditional bonds with fixed or floating coupons, these Notes pay coupons only if both indexes remain above 70% of initial levels, sacrificing guaranteed income for potential higher returns.

Higher contingent coupon rates correspond with increased risk of principal loss. Investors face asymmetric risk: no upside beyond initial levels due to automatic calls, possible absence of coupons if indexes decline moderately, and full principal loss risk if either index falls more than 40%. The least performing index determines final valuation, so strong performance by one index cannot offset poor performance by the other.

Preliminary Pricing and Final Terms

The July 23, 2026 preliminary pricing supplement is subject to completion, with certain terms pending finalization. The Contingent Coupon Rate range is 8.20% to 8.55% annually, with the final rate set on the Trade Date, July 24, 2026. Initial index values were also undetermined at preliminary filing.

Wells Fargo retains discretion to adjust trade and settlement dates to maintain the five-year term. Investors should review the final pricing supplement for exact coupon rates, initial index values, and observation schedules. Estimated values may vary from preliminary figures absent material market changes.

Regulatory Filing and Offering Details

The preliminary pricing supplement was filed with the SEC under Rule 424(b)(2) using registration numbers 333-292881 and 333-292881-01. This offering is part of a registered shelf registration with accompanying documents dated February 13, 2026, including product and market measure supplements, prospectus supplement, and prospectus, which provide detailed terms and risk disclosures.

Standard SEC disclaimers note no approval or disapproval of the Notes by regulators. The offering is "subject to completion" as of July 23, 2026. Wells Fargo Securities, LLC serves as agent, with pricing terms to be finalized near the trade date. Agent discounts and proceeds to Wells Fargo Finance LLC will be determined at final pricing, consistent with structured note issuance practices.