Final Term Sheet

Final Term Sheet

Filed Pursuant to Rule 433

Registration No. 333-216234

January 15, 2020

Wells Fargo & Company

70,000,000 Depositary Shares, Each Representing a 1/1,000th Interest

in a Share of Non-Cumulative Perpetual Class A Preferred Stock, Series Z


Issuer:		Wells Fargo & Company

Title of Securities:		Depositary Shares, each representing a 1/1,000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series Z

Size:		$1,750,000,000 (70,000,000 depositary shares)

Over-allotment Option:		$262,500,000 (10,500,000 depositary shares)

Maturity:		Perpetual

Liquidation Preference Amount:		$25,000 per share of Series Z Preferred Stock (equivalent to $25 per depositary share)

Dividend Rate (Non-Cumulative):		At a rate per annum equal to 4.75% from January 27, 2020

Dividend Payment Dates:		15^th day of March, June, September and December of each year, commencing on March 15, 2020

Dividend Period:		The period from, and including, a dividend payment date to, but excluding, the next dividend payment date, except for the initial dividend period which will be the period from, and including, January 27, 2020 to, but excluding, March 15, 2020.

Optional Redemption:		On any dividend payment date on or after March 15, 2025, the Series Z Preferred Stock may be redeemed at the Issuer’s option, in whole, or in part, at a redemption price equal to $25,000 per share (equivalent to $25 per depositary share), plus an amount equal to any declared and unpaid dividends up to the redemption date, without accumulation of any undeclared dividends. The Series Z Preferred Stock also may be redeemed at the Issuer’s option in whole, but not in part, prior to March 15, 2025 upon the occurrence of a “regulatory capital treatment event,” as described in the prospectus supplement, at a redemption price equal to $25,000 per share (equivalent to $25 per depositary share), plus an amount equal to any declared and unpaid dividends up to the redemption date, without accumulation of any undeclared dividends. Neither the holders of Series Z Preferred Stock nor holders of depositary shares will have the right to require the redemption of the Series Z Preferred Stock.

Trade Date:		January 15, 2020

Settlement Date:		January 27, 2020 (T+7)

Price to Public:		$25.00 per depositary share

Underwriting Discount:		$0.25 per depositary share sold to institutional investors ($3,393,600 in the aggregate) and $0.7875 per depositary share sold to retail investors



		($44,435,160 in the aggregate or $52,703,910 in the aggregate assuming the underwriters exercise their over-allotment option in full and the depositary shares are sold to retail investors)

Net Proceeds (before expenses) to Issuer:		$1,702,171,240 (or $1,956,402,490 assuming the underwriters exercise their over-allotment option in full and the depositary shares are sold to retail investors)

Sole Book Running Manager:		Wells Fargo Securities, LLC

Joint Lead Managers:		BofA Securities, Inc.
		J.P. Morgan Securities LLC
		Morgan Stanley & Co. LLC
		RBC Capital Markets, LLC
		UBS Securities LLC
		Goldman Sachs & Co. LLC
		TD Securities (USA) LLC

Underwriters:		Academy Securities, Inc.
		AmeriVet Securities, Inc.
		Cabrera Capital Markets LLC
		CastleOak Securities, L.P.
		Drexel Hamilton, LLC
		Penserra Securities LLC
		Samuel A. Ramirez & Company, Inc.
		Siebert Williams Shank & Co., LLC

Listing:		We intend to apply to list the depositary shares on the New York Stock Exchange under the symbol “WFCPrZ”. 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.

CUSIP/ISIN:		94988U151/US94988U1512