424B2 1 d123041d424b2.htm FINAL PRICING SUPPLEMENT NO. 7 FINAL PRICING SUPPLEMENT NO. 7

Filed Pursuant to Rule 424(b)(2)
Registration No. 333-269514

Pricing Supplement No. 7 dated January 16, 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:   $3,000,000,000

Trade Date:

  January 16, 2024

Original Issue Date:

  January 23, 2024 (T+5)

Stated Maturity Date:

 

January 23, 2035; 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 January 23, 2034 (the “First Par Call Date”) or (ii) in whole at any time or in part from time to time, on or after October 25, 2034, 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 Securities—Redemption and Repayment—Optional 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 January 30, 2025 and ending on and including January 22, 2034.


 

The “Make-Whole Spread” is 0.25%.

 

 

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” and “—Redemption and Repayment—Optional Make-Whole Redemption of Debt Securities”, as applicable, in the accompanying prospectus.

 

Price to Public (Issue Price):

100.00%, plus accrued interest, if any, from January 23, 2024

Agent Discount

(Gross Spread):

0.45%

All-in Price (Net of

Agent Discount):

99.55%, plus accrued interest, if any, from January 23, 2024

 

Net Proceeds:

$2,986,500,000

 

Interest Rate:

The notes will bear interest at a fixed rate from January 23, 2024 to, but excluding, January 23, 2034 (the “Fixed Rate Period”) and, if not previously redeemed, at a floating rate from, and including, January 23, 2034 to, but excluding, maturity (the “Floating Rate Period”).

 

 

Fixed Rate Terms

 

Fixed Rate Period:

See “Description of Debt Securities—Interest and Principal Payments” and “—Fixed Rate Debt Securities” in the accompanying prospectus for additional information.

 

Interest Rate:

5.499%

 

Interest Payment Dates:

Each January 23 and July 23, commencing July 23, 2024 and ending January 23, 2034

 

Benchmark:

UST 4.500% due November 15, 2033

 

Benchmark Yield:

4.049%

 

Spread to Benchmark:

+145 basis points

 

Re-Offer Yield:

5.499%

Floating Rate Terms

 

Floating Rate Period:

See “Description of Debt Securities—Interest and Principal Payments,” “—Floating Rate Debt Securities” and “—Floating Rate

 

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Debt Securities—Base Rates—Compounded SOFR Notes” in the accompanying prospectus for additional information.

 

Base Rate:

Compounded SOFR

 

Spread:

+178 basis points

Minimum Interest Rate for

an Interest Period:

0% per annum

 

Interest Payment Dates:

Each January 23, April 23, July 23 and October 23, commencing April 23, 2034, 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

   $2,402,400,000

Agents (Joint Lead Managers):

 

Academy Securities, Inc.

   22,500,000
 

Blaylock Van, LLC

   22,500,000
 

Drexel Hamilton, LLC

   22,500,000
 

Roberts & Ryan, Inc.

   22,500,000

Agents (Senior Co-Managers):

 

American Veterans Group, PBC

   18,900,000
 

AmeriVet Securities, Inc.

   18,900,000
 

CastleOak Securities, L.P.

   18,900,000
 

Samuel A. Ramirez & Company, Inc.

   18,900,000
 

Capital One Securities, Inc.

   16,500,000
 

Citizens JMP Securities, LLC

   16,500,000
 

Commonwealth Bank of Australia

   16,500,000
 

Credit Agricole Securities (USA) Inc.

   16,500,000
 

Fifth Third Securities, Inc.

   16,500,000
 

Huntington Securities, Inc.

   16,500,000
 

ING Financial Markets LLC

   16,500,000
 

Intesa Sanpaolo IMI Securities Corp.

   16,500,000
 

M&T Securities, Inc.

   16,500,000
 

MUFG Securities Americas Inc.

   16,500,000
 

nabSecurities, LLC

   16,500,000
 

Natixis Securities Americas LLC

   16,500,000
 

Nordea Bank Abp

   16,500,000
 

Regions Securities LLC

   16,500,000
 

SMBC Nikko Securities America, Inc.

   16,500,000

 

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Standard Chartered Bank

   16,500,000
 

TD Securities (USA) LLC

   16,500,000
 

Truist Securities, Inc.

   16,500,000

Agents (Co-Managers):

 

Cabrera Capital Markets LLC

   13,500,000
 

CAVU Securities, LLC

   13,500,000
 

Guzman & Company

   13,500,000
 

Loop Capital Markets LLC

   13,500,000
 

MFR Securities, Inc.

   13,500,000
 

Penserra Securities LLC

   13,500,000
 

R. Seelaus & Co., LLC

   13,500,000
 

Siebert Williams Shank & Co., LLC

   13,500,000
 

Stern Brothers & Co.

   13,500,000
 

Telsey Advisory Group LLC

   13,500,000
    

 

 

Total:

   $3,000,000,000

Supplemental Plan of

Distribution:

On January 16, 2024, we agreed to sell to the Agents, and the Agents agreed to purchase, the notes at a purchase price of 99.55%, plus accrued interest, if any, from January 23, 2024. The purchase price equals the issue price of 100.00% less a discount of 0.45% 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:

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 Considerations—U.S. Federal Income Taxation of U.S. Holders—Debt Securities—Variable 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 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.

 

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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:   95000U3K7

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.”

 

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