Obligation Wells Fargo & Company 7.625% ( US95002YAA10 ) en USD

Wells Fargo & Company

106.27 % ▲

Etats-unis

US95002YAA10 ( en USD )

7.625% par an ( paiement semestriel )

Perpétuelle

Prospectus brochure de l'obligation Wells Fargo US95002YAA10 en USD 7.625%, échéance Perpétuelle

15/09/2026 ( Dans 163 jours )

Wells Fargo est une société financière américaine offrant des services bancaires, d'investissement et de gestion de patrimoine à des particuliers et des entreprises.

L'Obligation émise par Wells Fargo & Company ( Etats-unis ) , en USD, avec le code ISIN US95002YAA10, paye un coupon de 7.625% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le Perpétuelle

Prospectus Supplement to Prospectus Dated February 17, 2023
Wells Fargo & Company
1,725,000 Depositary Shares, Each Representing a 1/25th Interest
in a Share of 7.625% Fixed Rate Reset Non-Cumulative Perpetual Class A Preferred Stock,
Series EE
Wells Fargo & Company is offering 1,725,000 depositary shares, each representing a 1/25th interest in a share of
7.625% Fixed Rate Reset Non-Cumulative Perpetual Class A Preferred Stock, Series EE, no par value, with a liquidation preference
amount of $25,000 per share (equivalent to $1,000 per depositary share) (the "Series EE 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 EE
Preferred Stock represented by the depositary share.
Dividends on the Series EE Preferred Stock, when, as and if declared by our board of directors or a duly authorized
committee of the board, will 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 each March, June, September and December, commencing September 15, 2023, and will
accrue at an annual rate equal to (i) 7.625% from, and including, the date of issuance to, but excluding, September 15, 2028 (the
"first reset date"), and (ii) the five-year treasury rate as of the most recent reset dividend determination date (as described below in
"Description of the Series EE Preferred Stock--Dividends") plus 3.606% for each reset period, from, and including, the first reset
date, commencing on December 15, 2028. If our board of directors or a duly authorized committee of the board has not declared a
dividend on the Series EE 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 EE Preferred Stock are declared for any future dividend period.
The Series EE Preferred Stock may be redeemed by us at our option in whole, or in part, on September 15, 2028, or on
any dividend payment date thereafter, at a redemption price equal to $25,000 per share of Series EE Preferred Stock (equivalent to
$1,000 per depositary share), plus an amount equal to any declared and unpaid dividends, without accumulation of any undeclared
dividends. The Series EE Preferred Stock may also be redeemed by us at our option in whole, but not in part, prior to September 15,
2028, upon the occurrence of a "regulatory capital treatment event," as described herein, at a redemption price equal to $25,000 per
share of Series EE Preferred Stock (equivalent to $1,000 per depositary share), plus an amount equal to any declared and unpaid
dividends, without accumulation of any undeclared dividends.
The depositary shares will not be listed on any securities exchange or automated quotation system.
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-9.
Proceeds, before
Underwriting
expenses, to
Public Offering Price
Discount
Wells Fargo
Per Depositary Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,000.00
$10.00
$990.00
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,725,000,000.00 $17,250,000.00 $1,707,750,000.00
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 July 24, 2023.
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
Prospectus Supplement dated July 17, 2023

ABOUT THIS PROSPECTUS SUPPLEMENT
You should read this prospectus supplement along with the accompanying prospectus, any
related free writing prospectus prepared by us or on our behalf and the documents incorporated by
reference in this prospectus supplement and the accompanying prospectus. These documents contain
information you should consider when making your investment decision. Neither we, nor any
underwriters, have authorized anyone to provide you with any information other than that contained or
incorporated by reference in this prospectus supplement or the accompanying prospectus. We take no
responsibility for, and can provide no assurance as to the reliability of, any information that others may
give you.
This prospectus supplement and the accompanying prospectus do not constitute an offer to sell or a
solicitation of an offer to buy any securities other than the depositary shares. This prospectus supplement and
the accompanying prospectus may only be used where it is legal to sell the depositary shares and do not
constitute an offer to sell or a solicitation of an offer to buy such depositary shares in any circumstances in
which such offer or solicitation is unlawful. The distribution of this prospectus supplement and the
accompanying prospectus and the offering of the depositary shares in certain jurisdictions may be restricted by
law. Persons into whose possession this prospectus supplement and the accompanying prospectus come should
inform themselves about and observe any such restrictions.
Information contained or incorporated by reference in this prospectus supplement and the
accompanying prospectus may change after the date on the front of the applicable document. You should not
interpret the delivery of this prospectus supplement and the accompanying prospectus, or the offering and sale
of the depositary shares, as an indication that there has been no change in our affairs since those dates.
WELLS FARGO & COMPANY
We are a leading financial services company organized under the laws of the State of Delaware and
registered as a financial holding company and a bank holding company under the Bank Holding Company Act
of 1956, as amended. Founded in 1852 and headquartered in San Francisco, we provide banking, investment
and mortgage products and services, as well as consumer and commercial finance, through our four reportable
operating segments: consumer banking and lending, commercial banking, corporate and investment banking,
and wealth and investment management. When we refer to "Wells Fargo," "we," "our" and "us" in this
prospectus supplement we mean only Wells Fargo & Company, and not Wells Fargo & Company together with
any of its subsidiaries, unless the context indicates otherwise.
We are a separate and distinct legal entity from our banking and other subsidiaries. A significant
source of funds to pay dividends on our common and preferred stock and debt service on our debt is dividends
from our subsidiaries. Various federal and state statutes and regulations limit the amount of dividends that our
banking and other subsidiaries may pay to us without regulatory approval.
S-2

SUMMARY
The following information about the depositary shares and the Series EE Preferred Stock summarizes,
and should be read in conjunction with, the information contained in this prospectus supplement and in the
accompanying prospectus. It may not contain all the information that is important to you. You should carefully
read this prospectus supplement and the accompanying prospectus to understand fully the terms of the depositary
shares and other considerations that are important to you in making a decision about whether to invest in the
depositary shares. To the extent the information in this prospectus supplement is inconsistent with the
information in the accompanying prospectus, you should rely on the information in this prospectus supplement.
You should pay special attention to the "Risk Factors" section of this prospectus supplement to determine
whether an investment in the depositary shares is appropriate for you.
Issuer
Wells Fargo & Company
Securities Offered
We are offering 1,725,000 depositary shares, each representing a
1/25th interest in a share of Series EE Preferred Stock. Each holder of
depositary shares will be entitled, through the depositary, in
proportion to the applicable fraction of a share of Series EE Preferred
Stock represented by such depositary shares, to all the rights, powers
and preferences of the Series EE Preferred Stock represented thereby,
including dividend, voting, redemption and liquidation rights, and
subject to the limitations, qualifications and restrictions thereof.
We may elect from time to time to issue additional shares of Series
EE Preferred Stock and depositary shares representing interests in
such shares, without notice to, or consent from, the existing holders of
Series EE Preferred Stock or holders of the depositary shares, and all
those additional shares would be deemed to form a single series with
the Series EE Preferred Stock, described by this prospectus
supplement and the accompanying prospectus.
Ranking
The Series EE Preferred Stock will rank equally with our parity stock
(as defined below in "Description of the Series EE Preferred Stock--
Dividends") as to payment of dividends and distribution of assets
upon our liquidation, dissolution or winding up. The Series EE
Preferred Stock will rank senior to our common stock, and any of our
other stock that is expressly made junior to the Series EE Preferred
Stock, as to payment of dividends and/or distribution of assets upon
our liquidation, dissolution or winding up. We may, from time to
time, create and issue additional shares of preferred stock and shares
of preference stock ranking equally with the Series EE Preferred
Stock as to dividends and/or distribution of assets upon our
liquidation, dissolution or winding up. We may also create and issue
shares of preferred stock and preference stock ranking senior to the
Series EE Preferred Stock as to dividends and/or distribution of assets
upon our liquidation, dissolution or winding up with the requisite
consent of the holders of the Series EE Preferred Stock and our parity
stock entitled to vote thereon. In addition, we may, from time to time,
issue additional shares of preferred stock that rank junior to the Series
EE Preferred Stock.
S-3

Dividends
Dividends on the Series EE Preferred Stock, when, as and if declared
by our board of directors or a duly authorized committee of the board,
will be payable out of legally available funds on the liquidation
preference amount of $25,000 per share, on a non-cumulative basis,
quarterly in arrears on the 15th day of each March, June, September
and December, commencing September 15, 2023, and will accrue at
an annual rate equal to (i) 7.625% from, and including, the date of
issuance to, but excluding, September 15, 2028 (the "first reset date"),
and (ii) the five-year treasury rate as of the most recent reset dividend
determination date (as described below in "Description of the Series
EE Preferred Stock--Dividends") plus 3.606% for each reset period,
from, and including, the first reset date, commencing on
December 15, 2028; provided that dividends not declared with respect
to any dividend period (as defined below) shall not be cumulative.
Any dividends paid with respect to the Series EE Preferred Stock will
be distributed to holders of the depositary shares in the manner
described under "Description of the Depositary Shares--Dividends
and Other Distributions."
A "dividend period" is the period from, and including, a dividend
payment date (as defined below) to, but excluding, the next
succeeding dividend payment date, except for the initial dividend
period, which will be the period from, and including, July 24, 2023 to,
but excluding, September 15, 2023. A "reset period" means the period
from, and including, a reset date to, but excluding, the next
succeeding reset date. For avoidance of doubt, the first reset period
will be the period from, and including, the first reset date to, but
excluding, September 15, 2033. A "reset date" means the first reset
date and each date falling on the fifth anniversary of the immediately
preceding reset date, and no reset date, including the first reset date,
will be adjusted due to the occurrence of a non-business day. A "reset
dividend determination date" means, in respect of any reset period,
the day that is three business days prior to the first day of such reset
period, subject to any adjustments made by the calculation agent as
described under "Description of the Series EE Preferred Stock--
Dividends."
If our board of directors or a duly authorized committee of the board
has not declared a dividend on the Series EE
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 EE Preferred Stock are declared for any future dividend
period.
So long as any shares of Series EE Preferred Stock remain
outstanding,
S-4

(1) no dividend shall be declared and paid or set aside for
payment and no distribution shall be declared and made or set aside
for payment on any junior stock (as defined below in "Description of
the Series EE Preferred Stock--Dividends"), and no shares of junior
stock shall be repurchased, redeemed or otherwise acquired for
consideration by us, directly or indirectly, nor shall any monies be
paid to or made available for a sinking fund for the redemption of any
such junior stock by us (other than, subject to any other provision of
our Certificate of Incorporation (as defined below), (i) a dividend
payable solely in shares of junior stock, (ii) any dividend in
connection with the implementation of a stockholder rights plan, or
the redemption or repurchase of any rights under any such plan,
(iii) any dividend in the form of stock, warrants, options or other
rights where the dividend stock or stock issuable upon exercise of
such warrants, options or other rights is the same stock as that on
which the dividend is being paid or ranks equally with or junior to
such stock, (iv) as a result of a reclassification of junior stock for or
into other junior stock, (v) the exchange or conversion of one share of
junior stock for or into another share of junior stock, (vi) through the
use of proceeds of a substantially contemporaneous sale of other
shares of junior stock, (vii) any purchase, redemption or other
acquisition of junior stock pursuant to any employee, consultant or
director incentive or benefit plan or arrangement (including any
employment, severance or consulting arrangements) of ours or of any
of our subsidiaries adopted before or after the date of this prospectus
supplement, (viii) any purchase of fractional interests in shares of our
junior stock pursuant to the conversion or exchange provisions of
such junior stock or the securities being converted or exchanged,
(ix) the purchase of our junior stock by Wells Fargo Securities, LLC,
or any other affiliate of ours, in connection with the distribution
thereof or (x) the purchase of our junior stock by Wells Fargo
Securities, LLC, or any other affiliate of ours, in connection with
market-making or other secondary market activities in the ordinary
course of business); and
(2) no shares of parity stock will be repurchased, redeemed or
otherwise acquired for consideration by us otherwise than pursuant to
pro rata offers to purchase all, or a pro rata portion, of the Series EE
Preferred Stock and such parity stock during a dividend period (other
than (i) as a result of a reclassification of parity stock for or into other
parity stock or junior stock, (ii) the exchange or conversion of one
share of parity stock for or into another share of parity stock or junior
stock, (iii) through the use of proceeds of a substantially
contemporaneous sale of other shares of parity stock or junior stock,
(iv) any purchase, redemption or other acquisition of parity stock
pursuant to any employee, consultant or director incentive or benefit
plan or arrangement (including any employment, severance or
consulting arrangements) of ours or of any of our subsidiaries adopted
before or after the date of this prospectus supplement, (v) any
purchase of fractional interests in shares of our parity stock pursuant
S-5

to the conversion or exchange provisions of such parity stock or the
securities being converted or exchanged, (vi) the purchase of our
parity stock by Wells Fargo Securities, LLC, or any other affiliate of
ours, in connection with the distribution thereof or (vii) the purchase
of our parity stock by Wells Fargo Securities, LLC, or any other
affiliate of ours, in connection with market-making or other
secondary market activities in the ordinary course of business),
unless, in each case, full dividends on all outstanding shares of Series
EE Preferred Stock for the dividend period ending on or immediately
prior to the dividend payment date or other payment date for such
junior stock or parity stock have been declared and paid or declared
and a sum sufficient for payment of those dividends has been set
aside.
Except as provided below, for so long as any share of Series EE
Preferred Stock remains outstanding, we will not declare, pay or set
aside for payment, dividends on any parity stock unless we have paid
in full, or set aside payment in full, all dividends on all outstanding
shares of Series EE Preferred Stock for the then-current dividend
period. To the extent that we declare dividends on the Series EE
Preferred Stock and on any parity stock but cannot make full payment
of those declared dividends, we will allocate the dividend payments
on a proportional basis among the holders of shares of Series EE
Preferred Stock and the holders of any parity stock where the terms of
such parity stock provide similar dividend rights.
Subject to the conditions described above, and not otherwise,
dividends (payable in cash, stock or otherwise), as may be determined
by our board of directors or a duly authorized committee of the board,
may be declared and paid on our common stock, and any other
securities ranking equally with or junior to the Series EE Preferred
Stock, from time to time out of any assets legally available for such
payment, and the holders of the Series EE Preferred Stock shall not be
entitled to participate in those dividends.
See "Description of the Series EE Preferred Stock--Dividends" for
more information about the payment of dividends.
Dividend Payment Dates
The 15th day of each March, June, September and December,
commencing on September 15, 2023 (each a "dividend payment
date"). If any date on which dividends otherwise would be payable is
not a business day (as defined below under "Description of the Series
EE Preferred Stock--Dividends"), then the dividend payment date
will be the next succeeding business day, without interest or other
payment in respect of such delay.
Liquidation Rights
In the event of our voluntary or involuntary liquidation, dissolution or
winding up, the holders of the Series EE Preferred Stock are entitled
to receive out of our assets available for distribution to stockholders,
before any distribution of assets is made to holders of any junior stock
S-6

as to distribution upon our liquidation, dissolution or winding up, a
liquidating distribution of $25,000 per share of Series EE Preferred
Stock (equivalent to $1,000 per depositary share), plus an amount
equal to any declared and unpaid dividends, without accumulation of
any undeclared dividends. Distributions will be made only to the
extent of our assets remaining available after satisfaction of all
liabilities to creditors and subject to the rights of holders of any
securities ranking senior to the Series EE Preferred Stock and pro
rata as to the Series EE Preferred Stock and shares of our parity stock
as to such distribution.
The Series EE Preferred Stock may be fully subordinated to interests
held by the U.S. government in the event of a receivership,
insolvency, liquidation or similar proceeding under the "orderly
liquidation authority" of the Dodd- Frank Act (as defined below).
See "Description of the Series EE Preferred Stock--Liquidation
Rights" for more information about liquidation rights.
Optional Redemption
Subject to applicable law, the Series EE Preferred Stock may be
redeemed by us at our option in whole, or in part, on September 15,
2028, or on any dividend payment date thereafter, at a redemption
price equal to $25,000 per share of Series EE Preferred Stock
(equivalent to $1,000 per depositary share), plus an amount equal to
any declared and unpaid dividends, without accumulation of any
undeclared dividends. Subject to applicable law, the Series EE
Preferred Stock may also be redeemed by us at our option in whole,
but not in part, prior to September 15, 2028, upon the occurrence of a
"regulatory capital treatment event," as described herein, at a
redemption price equal to $25,000 per share of Series EE Preferred
Stock (equivalent to $1,000 per depositary share), plus an amount
equal to any declared and unpaid dividends, without accumulation of
any undeclared dividends.
Our right to redeem the Series EE Preferred Stock is subject to
limitations. Under the risk-based capital guidelines of the Board of
Governors of the Federal Reserve System (the "Federal Reserve
Board") applicable to bank holding companies, any redemption of the
Series EE Preferred Stock is subject to the prior approval of the Federal
Reserve Board. Our redemption of the Series EE Preferred Stock will
cause the redemption of the corresponding depositary shares.
Neither the holders of the Series EE Preferred Stock nor the holders
of the related depositary shares will have the right to require
redemption.
See "Description of the Series EE Preferred Stock--Optional
Redemption" for more information about optional redemption.
Voting Rights
The holders of shares of the Series EE Preferred Stock do not have
voting rights, except in the case of certain failures by our board of
S-7

directors to declare dividends, as specifically required by Delaware
law and as otherwise set forth herein. Holders of depositary shares
must act through the depositary to exercise any voting rights. For
more information about voting rights, see "Description of the
Series EE Preferred Stock--Voting Rights" and "Description of the
Depositary Shares--Voting the Series EE Preferred Stock."
Maturity
The Series EE Preferred Stock does not have a maturity date, and we
are not required to redeem the Series EE Preferred Stock.
Accordingly, the Series EE Preferred Stock will remain outstanding
indefinitely, unless and until we decide to redeem it.
Preemptive and Conversion Rights
The holders of the shares of our Series EE Preferred Stock do not
have any preemptive or conversion rights.
Depositary, Transfer Agent and
Registrar
Equiniti Trust Company, LLC ("Equiniti Trust Company") will serve
as depositary, transfer agent and registrar for the Series EE Preferred
Stock and as transfer agent and registrar for the depositary shares.
Calculation Agent
A calculation agent for the Series EE Preferred Stock has not been
appointed, but we will appoint a calculation agent prior to the first
reset dividend determination date. An affiliate of ours may be
appointed the calculation agent.
No Listing
The depositary shares will not be listed on any securities exchange or
automated quotation system.
Tax Consequences
For a discussion of the tax consequences relating to the Series EE
Preferred Stock, see "United States Federal Income Tax
Considerations" herein and in the accompanying prospectus.
Use of Proceeds
We intend to use the net proceeds from the sale of the depositary
shares representing interests in the Series EE Preferred Stock for
general corporate purposes, including, but not limited to, the
redemption of some or all of one or more series of our outstanding
preferred stock and related depositary shares, as applicable. See "Use
of Proceeds" herein.
Conflicts of Interest
The representative of the underwriters, Wells Fargo Securities, LLC,
is our affiliate and is a member of FINRA. The distribution
arrangements for this offering comply with the requirements of
FINRA Rule 5121 regarding a FINRA member firm's participation in
the distribution of securities of an affiliate. In accordance with
Rule 5121, no FINRA member that has a conflict of interest under
Rule 5121 may make sales in this offering to any discretionary
account without the prior approval of the customer. Our affiliates,
including Wells Fargo Securities, LLC, may use this prospectus
supplement and the accompanying prospectus in connection with
offers and sales of the depositary shares in the secondary market.
These affiliates may act as principal or agent in those transactions.
Secondary market sales will be made at prices related to market prices
at the time of sale.
S-8

RISK FACTORS
Your investment in our depositary shares involves risks. This prospectus supplement does not
describe all of those risks. Before purchasing any depositary shares, you should carefully consider the risk
factors contained in the accompanying prospectus and the following risk factors, in addition to the other
information contained or incorporated by reference in this prospectus supplement and the accompanying
prospectus, including the discussion under "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the
year ended December 31, 2022, as such discussion may be amended or updated in our Quarterly Report on
Form 10-Q for the quarter ended March 31, 2023 and in other reports filed by us with the Securities and
Exchange Commission ("SEC") (other than the portions of those documents not deemed to be filed).
Risks related to Wells Fargo's ability to pay dividends on the Series EE Preferred Stock and related
depositary shares.
Our ability to pay dividends on the Series EE Preferred Stock, and therefore your ability to receive
dividend payments on the depositary shares, may be limited by, among other considerations, the federal
banking laws and regulations applicable to us and our subsidiaries.
We are incorporated in Delaware and governed by the General Corporation Law of the State of
Delaware. Our ability to make dividend payments is subject to Delaware law. We are also a bank holding
company ("BHC") subject to supervision and regulation by the Federal Reserve Board, and we conduct
substantially all of our operations through our banking and other subsidiaries, which are also subject to
supervision and regulation by various federal and state regulators. Our ability to make dividend payments on
the Series EE Preferred Stock, and therefore your ability to receive dividend payments on the depositary shares,
is subject to various limitations, including limitations on our ability to receive dividends and other distributions
from our subsidiaries.
Delaware law allows a corporation to pay dividends only out of surplus, as determined under
Delaware law or, if there is no surplus, out of net profits for the fiscal year in which the dividend was declared
and for the preceding fiscal year. Under Delaware law, however, we cannot pay dividends out of net profits if,
after we pay the dividend, our capital would be less than the capital represented by the outstanding stock of all
classes having a preference upon the distribution of assets.
Our ability to make dividend payments may also be restricted by federal banking laws and
regulations. For example, we and our bank subsidiaries are subject to various regulatory capital adequacy
requirements administered by federal banking regulators, including rules to implement Basel III capital
requirements for U.S. banking organizations. These regulatory capital rules establish, among other things, risk-
based and leverage capital ratios, minimum capital requirements and certain buffer and surcharge requirements,
including the stress capital buffer ("SCB") linking the Federal Reserve Board's capital plan rule and stress test
(discussed below) and the regulatory capital requirements for us and other large BHCs. The regulatory capital
rules also establish criteria for qualifying additional Tier 1 capital instruments, such as the Series EE Preferred
Stock, including, among other requirements, that any dividends on such instruments be paid out of the banking
organization's net income, retained earnings and surplus, if any, related to additional Tier 1 capital instruments.
Our failure to meet the minimum capital, buffer and/or surcharge requirements may result in limitations or
restrictions on our ability, and that of our banking subsidiaries, to make capital distributions. Dividends paid by
our subsidiary banks are also subject to various other federal regulatory limitations.
Under the Federal Reserve Board's capital plan rule, we are required to conduct a stress test and
submit a capital plan in conjunction with the Federal Reserve Board's annual Comprehensive Capital Analysis
and Review ("CCAR") exercise. The SCB is determined based on the decrease (as projected by the Federal
Reserve Board for the CCAR exercise) in a BHC's Common Equity Tier 1 ratio in the supervisory severely
adverse scenario, plus four quarters of the BHC's planned common stock dividends, subject to a floor of 2.5%.
S-9

Under the capital plan rule, a BHC generally may make capital distributions, including dividends and share
repurchases, without seeking prior Federal Reserve Board approval, provided that the BHC otherwise complies
with its SCB and any other applicable buffer requirements. We may be prohibited from making capital
distributions, such as paying or increasing dividends on our common stock or preferred stock, including the
Series EE Preferred Stock, if the Federal Reserve Board requires resubmission of our capital plan.
The Federal Reserve Board also requires U.S. global systemically important BHCs, including Wells
Fargo, to maintain minimum amounts of long-term debt and total loss absorbing capacity ("TLAC"). The
TLAC rules establish a buffer requirement in addition to minimum TLAC requirements, and our failure to meet
this buffer may result in limitations or restrictions on our ability to make capital distributions, including
dividends on the Series EE Preferred Stock.
Further, any future rules, regulations or capital distribution constraints could adversely affect our
ability to pay dividends, the ability of our banking subsidiaries to pay dividends to us, our ability to pay
dividends on the Series EE Preferred Stock and your ability to receive dividends on the depositary shares.
Our ability to pay dividends on the Series EE Preferred Stock, and therefore your ability to receive
dividend payments on the depositary shares, may be limited by the results of operations of our
subsidiaries and certain contractual arrangements between us and certain key subsidiaries.
We conduct substantially all of our activities and operations through our subsidiaries and are a
separate and distinct legal entity from those subsidiaries. We receive substantially all of our funding and
liquidity from dividends, loans and other distributions from our subsidiaries. We generally use these funds,
among other sources, to satisfy our financial obligations, including the payment of dividends on our common
and preferred stock, including the Series EE Preferred Stock, and principal and interest on our debt. In addition
to limitations under laws and regulations applicable to us and our subsidiaries (as discussed below), funds
available to us from our subsidiaries will be contingent upon the financial performance and condition of those
subsidiaries. Adverse business or economic conditions, such as changes in interest rates and financial market
values, could affect the businesses and the results of operations of our subsidiaries and, therefore, adversely
affect the sources of funds available to us.
In addition, our right to participate in a distribution of assets upon a subsidiary's liquidation or
reorganization, and thus your ability as a holder of depositary shares to benefit indirectly from such
distributions, is subject to the claims of the creditors of our subsidiaries. This subordination of creditors of a
parent company to claims of creditors of its subsidiaries is commonly referred to as structural subordination.
Furthermore, our rights as a creditor of our subsidiaries may be subordinate to any security interest in the assets
of those subsidiaries and any obligations of those subsidiaries senior to those held by us.
Our ability to receive funds from our subsidiaries may also be limited by certain contractual
arrangements. Federal banking regulators require measures to facilitate the continued operation of operating
subsidiaries notwithstanding the failure of their parent companies. For example, the Federal Reserve Board and the
Federal Deposit Insurance Corporation (the "FDIC") have issued guidance to encourage large banking
organizations to take legally-binding measures to provide capital and liquidity resources to certain subsidiaries in
order to facilitate an orderly resolution. Accordingly, we entered into an intercompany support agreement (the
"Support Agreement") with WFC Holdings, LLC, an intermediate holding company and subsidiary of Wells Fargo
(the "IHC"), Wells Fargo Bank, National Association ("WFBNA"), Wells Fargo Securities, LLC ("WFS"), Wells
Fargo Clearing Services, LLC ("WFCS") and certain of our other subsidiaries. Pursuant to the Support Agreement,
we transferred a significant amount of our assets, including, among other things, cash and liquid securities, to the
IHC and will continue to transfer such assets to the IHC from time to time. In the event of our material financial
distress or failure, the IHC will be obligated to use the transferred assets to provide capital and/or liquidity to
certain key subsidiaries in order to help ensure their continued operations. Our and the IHC's respective
obligations under the Support Agreement are secured pursuant to a related security agreement. In the ordinary
course, the IHC will provide us with funding under the Support Agreement through subordinated notes
S-10

Document Outline

#1">Prospectus Supplement to Prospectus Dated February 17, 2023
- #1">Wells Fargo & Company 1,725,000 Depositary Shares, Each Representing a 1/25th Interest in a Share of 7.625% Fixed Rate Reset Non-Cumulative Perpetual Class A Preferred Stock, Series EE
- #2">ABOUT THIS PROSPECTUS SUPPLEMENT
- #2">WELLS FARGO & COMPANY
- #3">SUMMARY
  - #3">Issuer
  - #3">Securities Offered
  - #3">Ranking
  - #4">Dividends
  - #6">Dividend Payment Dates
  - #6">Liquidation Rights
  - #7">Optional Redemption
  - #7">Voting Rights
  - #8">Maturity
  - #8">Preemptive and Conversion Rights
  - #8">Depositary, Transfer Agent and Registrar
  - #8">Calculation Agent
  - #8">No Listing
  - #8">Tax Consequences
  - #8">Use of Proceeds
  - #8">Conflicts of Interest
- #9">RISK FACTORS
  - #9">Risks related to Wells Fargos ability to pay dividends on the Series EE Preferred Stock and related depositary shares.
    - #9">Our ability to pay dividends on the Series EE Preferred Stock, and therefore your ability to receive dividend payments on the depositary shares, may be limited by, among other considerations, the federal banking laws and regulations applicable to us and our subsidiaries.
    - #10">Our ability to pay dividends on the Series EE Preferred Stock, and therefore your ability to receive dividend payments on the depositary shares, may be limited by the results of operations of our subsidiaries and certain contractual arrangements between us and certain key subsidiaries.
    - #11">A resolution event could affect our liquidity and financial condition and our ability to pay our obligations, including dividends on the Series EE Preferred Stock, and therefore your ability to receive dividends on the depositary shares. Our security holders, including holders of the Series EE Preferred Stock, may suffer losses in a resolution event, even if creditors of our subsidiaries are paid in full.
    - #11">The Series EE Preferred Stock is an equity security and is subordinate to our existing and future indebtedness.
    - #12">If we are deferring payments on our outstanding junior subordinated debt securities or are in default under the indentures governing those securities, we will be prohibited from paying dividends on or redeeming the Series EE Preferred Stock.
    - #12">Dividends on the Series EE Preferred Stock are discretionary and non-cumulative. If our board of directors does not declare dividends on the Series EE Preferred Stock, holders of depositary shares will not be entitled to receive related dividends on their depositary shares.
  - #12">Risks related to the Series EE Preferred Stock and related depositary shares.
    - #12">You are making an investment decision about the depositary shares as well as our Series EE Preferred Stock.
    - #12">The Series EE Preferred Stock may be junior in rights and preferences to our future preferred stock or preference stock.
    - #12">Investors should not expect us to redeem the Series EE Preferred Stock on the date it becomes redeemable or on any particular date after it becomes redeemable.
    - #13">The Series EE Preferred Stock may be redeemed at our option, and you may not be able to reinvest the redemption price you receive in a similar security.
    - #13">For each reset period, the dividend rate on the Series EE Preferred Stock will be calculated using a substitute or successor rate selected by the calculation agent if the five-year treasury rate cannot be determined on any reset dividend determination date.
    - #13">One of our affiliates may act as the calculation agent and, as a result, potential conflicts of interest could arise.
    - #14">A downgrade, suspension or withdrawal of any rating assigned by a rating agency to us or our securities, including the depositary shares and the Series EE Preferred Stock, could cause the liquidity or trading price of the depositary shares to decline significantly.
    - #14">An active trading market for the Series EE Preferred Stock and the related depositary shares does not exist and may not develop.
    - #14">Holders of the Series EE Preferred Stock, and therefore the holders of the depositary shares representing the Series EE Preferred Stock, will have limited voting rights.
- #15">WHERE YOU CAN FIND MORE INFORMATION
- #16">USE OF PROCEEDS
- #17">DESCRIPTION OF THE SERIES EE PREFERRED STOCK
  - #17">General
  - #17">Dividends
  - #20">Liquidation Rights
  - #21">Optional Redemption
  - #22">Voting Rights
  - #24">Preemptive and Conversion Rights
  - #25">Additional Classes or Series of Stock
  - #25">Depositary, Transfer Agent and Registrar
  - #25">Calculation Agent
- #26">DESCRIPTION OF THE DEPOSITARY SHARES
  - #26">General
  - #26">Dividends and Other Distributions
  - #27">Redemption of Depositary Shares
  - #27">Voting the Series EE Preferred Stock
  - #27">Form and Notices
  - #27">No Listing
- #28">REGISTRATION AND SETTLEMENT
  - #28">Book-Entry System
  - #30">Clearstream and Euroclear
  - #30">Same-Day Settlement
  - #31">Payment of Dividends
  - #31">Notices
- #32">UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
  - #32">Ownership of Depositary Shares
- #32">BENEFIT PLAN INVESTOR CONSIDERATIONS
- #33">UNDERWRITING (CONFLICTS OF INTEREST)
  - #35">Sales Restrictions
- #36">LEGAL MATTERS
- #37">PROSPECTUS
  - #37">Debt Securities Preferred Stock Depositary Shares Common Stock Purchase Contracts Units Securities Warrants
  - #38">TABLE OF CONTENTS
  - #39">ABOUT THIS PROSPECTUS
  - #40">RISK FACTORS
    - #40">Risks Relating To Our Securities Generally
      - #40">The Securities Are Subject To The Credit Risk Of Wells Fargo.
      - #40">The Securities May Not Be Listed On Any Securities Exchange And An Active Trading Market For The Securities May Not Develop.
      - #40">One Of Our Affiliates May Act As The Calculation Agent With Respect To Our Securities And, As A Result, Potential Conflicts Of Interest Could Arise.
      - #40">If The Securities We Issue May Be Redeemed At Our Option, You May Not Be Able To Reinvest The Redemption Price You Receive In A Similar Security.
    - #41">Risks Relating To Our Debt Securities Generally
      - #41">Our Ability To Service Our Debt, Including Our Debt Securities, May Be Limited By The Results Of Operations Of Our Subsidiaries And Certain Contractual Arrangements.
      - #41">The Resolution Of Wells Fargo Under The Orderly Liquidation Authority Could Result In Greater Losses For Holders Of Our Debt Securities, Particularly If A Single-Point-Of-Entry Strategy Is Used.
      - #42">The Resolution Of Wells Fargo In A Bankruptcy Proceeding Could Also Result in Greater Losses For Holders Of Our Debt Securities.
      - #43">Holders Of Our Senior Debt Securities Have Limited Rights Of Acceleration.
      - #44">Holders Of Our Subordinated Debt Securities Have Even More Limited Rights Of Acceleration.
      - #44">If We Become Insolvent, Holders Of Our Senior Debt Securities May Receive More Than Holders Of Our Subordinated Debt Securities.
      - #44">Holders Of Our Debt Securities Could Be At Greater Risk For Being Structurally Subordinated If We Convey, Transfer Or Lease All Or Substantially All Of Our Assets To One Or More Of Our Subsidiaries.
    - #44">Risks Relating To SOFR, Compounded SOFR And A Benchmark Replacement
      - #44">SOFR Has A Limited History; The Future Performance of SOFR Cannot Be Predicted Based On Historical Performance.
      - #45">Any Failure Of SOFR To Maintain Market Acceptance Could Adversely Affect Compounded SOFR Notes.
      - #45">The Interest Rate On Compounded SOFR Notes Is Based On A Daily Compounded SOFR Rate, Which Is Relatively New In The Marketplace.
      - #45">The Amount Of Interest Payable With Respect To Each Interest Period Will Be Determined Near The End Of The Interest Period.
      - #46">The Composition And Characteristics of SOFR Are Not The Same As Those Of LIBOR.
      - #46">The SOFR Administrator May Make Changes That Could Change The Value of SOFR Or Discontinue SOFR And Has No Obligation To Consider Your Interests In Doing So.
      - #46">If A Benchmark Transition Event And Its Related Benchmark Replacement Date Occur With Respect To Compounded SOFR (Including Daily SOFR), The Interest Rate For Any Applicable Interest Period Will No Longer Be Determined By Reference To Compounded SOFR.
      - #47">The Benchmark Replacement Is Uncertain.
      - #47">We Or Our Designee Will Have Authority To Make Determinations, Elections, Calculations And Adjustments That Could Affect The Value Of And The Return On Compounded SOFR Notes.
      - #47">Research Reports By Us Or Our Affiliates May Be Inconsistent With An Investment In Compounded SOFR Notes.
      - #47">The Secondary Trading Market For Debt Securities Linked To Compounded SOFR May Be Limited.
    - #48">Risks Relating to Securities Denominated In A Foreign Currency
      - #48">Exchange Rates And Exchange Controls May Affect Securities Value Or Return
      - #49">Currency Conversions May Affect Payments On Some Securities
      - #49">Exchange Rates May Affect the Value Of A New York Judgment Involving Non-U.S. Dollar Denominated Securities
  - #50">WHERE YOU CAN FIND MORE INFORMATION
  - #52">THE COMPANY
  - #53">USE OF PROCEEDS
  - #54">DESCRIPTION OF DEBT SECURITIES
    - #54">General
    - #56">Exchange and Transfer
    - #57">Interest and Principal Payments
    - #60">Fixed Rate Debt Securities
    - #61">Floating Rate Debt Securities
      - #65">Compounded SOFR Notes.
      - #69">Additional Information About SOFR
        #70">EURIBOR Debt Securities.
    - #78">Redemption and Repayment
    - #80">Denominations
    - #80">Bearer Debt Securities
    - #81">Original Issue Discount
    - #81">Covenants Contained in Indentures
    - #82">Consolidation, Merger or Sale
    - #82">Modification and Waiver
    - #84">Events of Default and Covenant Breaches
    - #85">The holders of subordinated debt securities have more limited acceleration rights than holders of senior debt securities. As discussed in the preceding paragraph, holders of our subordinated debt securities may accelerate the maturity of subordinated debt securities only upon certain events of bankruptcy or insolvency.
    - #86">Defeasance
    - #88">Subordination
    - #89">Payment of Additional Amounts
    - #92">Tax Redemption
    - #93">Book-Entry, Delivery and Form
      - #94">DTC
      - #95">Clearstream
      - #95">Euroclear
    - #96">Global Clearance and Settlement Procedures
    - #97">Conversion and Exchange
    - #97">The Trustees
    - #97">Notices
    - #97">Governing Law
  - #98">DESCRIPTION OF PREFERRED STOCK
    - #98">General
    - #100">Dividends
    - #100">Redemption
    - #102">Conversion or Exchange
    - #102">Rights Upon Liquidation
    - #103">Voting Rights
    - #104">Outstanding Preferred Stock
  - #154">DESCRIPTION OF DEPOSITARY SHARES
    - #154">General
    - #154">Dividends and Other Distributions
    - #155">Conversion and Exchange
    - #155">Redemption of Depositary Shares
    - #155">Voting the Preferred Stock
    - #155">Taxation
    - #156">Amendment and Termination of the Deposit Agreement
    - #156">Charges of Depositary
    - #156">Miscellaneous
    - #156">Resignation and Removal of Depositary
  - #157">DESCRIPTION OF COMMON STOCK
    - #157">General
    - #158">Restrictions on Payment of Dividends
    - #158">Anti-takeover Provisions Contained in the Certificate of Incorporation and By-laws
  - #160">DESCRIPTION OF PURCHASE CONTRACTS
    - #160">General
    - #160">Purchase Contracts Issued as Part of a Unit
    - #162">General Terms of Units
    - #162">Significant Provisions of the Unit Agreement
  - #166">DESCRIPTION OF SECURITIES WARRANTS
    - #166">General
    - #168">Exercise of Securities Warrants
    - #168">Amendments and Supplements to Securities Warrant Agreements
    - #168">Common Stock Warrant Adjustments
  - #170">BENEFIT PLAN INVESTOR CONSIDERATIONS
  - #172">UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
    - #173">U.S. Federal Income Taxation of U.S. Holders
      - #174">Debt Securities
      - #182">Common Stock and Preferred Stock
      - #183">Medicare Tax
    - #184">U.S. Federal Income Taxation of Non-U.S. Holders
      - #184">Debt Securities
      - #185">Sale, Retirement, or Other Taxable Disposition of Debt Securities.
      - #185">Common Stock and Preferred Stock
    - #186">Backup Withholding and Information Reporting
    - #187">Foreign Account Tax Compliance Act
  - #189">PLAN OF DISTRIBUTION (CONFLICTS OF INTEREST)
    - #191">Sales Restrictions
      - #191">General
      - #191">Notice to Prospective Investors in Canada
      - #192">Notice to Prospective Investors in Chile
      - #192">Prohibition of Sales to European Economic Area Retail Investors
      - #193">Prohibition of Sales to United Kingdom Retail Investors
      - #193">Notice to Prospective Investors in Hong Kong
      - #193">Notice to Prospective Investors in Japan
      - #194">Notice to Prospective Investors in Mexico
      - #194">Notice to Prospective Investors in Singapore
      - #194">Notice to Prospective Investors in Switzerland
      - #195">Notice to Prospective Investors in Taiwan
      - #195">Notice to Prospective Investors in the United Arab Emirates
      - #195">Notice to Prospective Investors in the United Kingdom
  - #196">LEGAL OPINIONS
  - #196">EXPERTS
- #197">TABLE OF CONTENTS