Obligation Wells Fargo & Company 0% ( US95001B2E39 ) en USD

Wells Fargo & Company

100 % ⇌

Etas-Unis

US95001B2E39 ( en USD )

01/03/2022 - Obligation échue

Prospectus brochure de l'obligation Wells Fargo US95001B2E39 en USD 0%, échue

1 000 USD

1 465 000 USD

95001B2E3

N/A

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 Wells Fargo (US95001B2E39, CUSIP 95001B2E3), émise aux États-Unis pour un montant total de 1 465 000 USD avec une taille minimale d'achat de 1 000 USD, à un taux d'intérêt de 0% et échéant le 01/03/2022 avec une fréquence de paiement semestrielle, a atteint sa maturité et a été remboursée à 100% de sa valeur nominale.

DEFINITIVE PRICING SUPPLEMENT No. 5
424B2 1 d544650d424b2.htm DEFINITIVE PRICING SUPPLEMENT NO. 5
Filed Pursuant to Rule 424(b)(2)
File No. 333-221324

Title of Each Class of
Maximum Aggregate
Amount of
Securities Offered

Offering Price

Registration Fee(1)
Medium-Term Notes, Series S, Principal at Risk Securities Linked to the Lowest Performing of
the S&P 500® Index, the Russell 2000® Index and the EURO STOXX 50® Index due March 1,
2022

$1,465,000
$182.39

(1)
The total filing fee of $182.39 is calculated in accordance with Rule 457(r) of the Securities Act of 1933 (the "Securities Act") and will be
paid by wire transfer within the time required by Rule 456(b) of the Securities Act.
PRI CI NG SUPPLEMENT No. 5 dat ed February 26, 2018
( To Market Measure Supplem ent dat ed January 24, 2018,
Prospect us Supplem ent dat ed January 24, 2018
and Prospect us dat ed Novem ber 3, 2017)

W e lls Fa r go & Com pa n y
M e diu m - Te r m N ot e s, Se r ie s S
Equ it y I n de x Lin k e d Se cu r it ie s

M a r k e t Lin k e d Se cu r it ie s--Au t o - Ca lla ble w it h Con t in ge n t Cou pon a n d
Con t in ge n t D ow n side
Pr in cipa l a t Risk Se cu r it ie s Lin k e d t o t h e Low e st Pe r for m in g of t h e S& P 5 0 0 ® I n de x , t h e
Ru sse ll 2 0 0 0 ® I n de x a n d t h e EURO STOXX 5 0 ® I n de x du e M a r ch 1 , 2 0 2 2

¦ Linked t o t he low est perform ing of t he S&P 500® I ndex, t he Russell 2000® I ndex and t he EURO STOXX 50® I ndex ( each referred
t o as an " I ndex" )

¦ Unlike ordinary debt securities, the securities do not provide for fixed paym ents of interest, do not repay a fixed am ount of principal
at st at ed m at urit y and are subj ect t o pot ent ial aut om at ic call prior t o st at ed m at urit y upon t he t erm s described below. Whet her t he
securit ies pay a cont ingent coupon, whet her t he securit ies are aut om at ically called prior t o st at ed m at urit y and, if t hey are not
aut om at ically called, whet her you are repaid t he original offering price of your securit ies at st at ed m at urit y will depend in each case
on t he closing level of t he lowest perform ing I ndex on t he relevant calculat ion day. The lowest perform ing I ndex on any calculat ion
day is t he I ndex t hat has t he lowest closing level on t hat calculat ion day as a percent age of it s st art ing level

¦ Cont ingent Coupon. The securities will pay a contingent coupon on a quarterly basis until the earlier of stated m aturity or
aut om at ic call if, a n d on ly if , t he closing level of t he lowest perform ing I ndex on t he calculat ion day for t hat quart er is great er t han
or equal t o it s t hreshold level. However, if t he closing level of t he lowest perform ing I ndex on a calculat ion day is less t han it s
t hreshold level, you will not receive any cont ingent coupon for t he relevant quart er. I f t he closing level of t he lowest perform ing
I ndex is less t han it s t hreshold level on every calculat ion day, you will not receive any cont ingent coupons t hroughout t he ent ire
t erm of t he securit ies. The cont ingent coupon rat e is 6.30% per annum

¦ Aut om at ic Call. I f the closing level of the lowest perform ing I ndex on any of the quarterly calculation days from August 2018 to
Novem ber 2021, inclusive, is great er t han or equal t o it s st art ing level, we will aut om at ically call t he securit ies for t he original
offering price plus a final cont ingent coupon paym ent

¦ Pot ent ial Loss of Principal. I f the securities are not autom atically called prior to stated m aturity, you will receive the original
offering price at st at ed m at urit y if, a n d on ly if , t he closing level of t he lowest perform ing I ndex on t he final calculat ion day is
great er t han or equal t o it s t hreshold level. I f t he closing level of t he lowest perform ing I ndex on t he final calculat ion day is less
t han it s t hreshold level, you will lose m ore t han 35% , and possibly all, of t he original offering price of your securit ies

¦ The t hreshold level for each I ndex is equal t o 65% of it s st art ing level

¦ I f the securities are not autom atically called prior to stated m aturity, you will have full downside exposure to the lowest perform ing
I ndex from it s st art ing level if it s closing level on t he final calculat ion day is less t han it s t hreshold level, but you will not part icipat e
in any appreciat ion of any I ndex and will not receive any dividends on securit ies included in any I ndex

¦ Your return on the securities will depend solely on the perform ance of the I ndex that is the lowest perform ing I ndex on each
calculat ion day. You will not benefit in any way from t he perform ance of t he bet t er perform ing I ndices. Therefore, you will be
adversely affect ed if a n y I n de x perform s poorly, even if t he ot her I ndices perform favorably

¦ All paym ents on the securities are subj ect to the credit risk of Wells Fargo & Com pany, and you will have no ability to pursue any
securit ies included in any I ndex for paym ent ; if Wells Fargo & Com pany default s on it s obligat ions, you could lose som e or all of
your invest m ent

¦ No exchange list ing; designed t o be held t o m at urit y

On t h e da t e of t h is pr icin g su pple m e n t , t h e e st im a t e d va lu e of t h e se cu r it ie s is $ 9 5 0 .0 6 pe r se cu r it y. Th e e st im a t e d va lu e
of t h e se cu r it ie s w a s de t e r m in e d for u s by W e lls Fa r go Se cu r it ie s, LLC u sin g it s pr opr ie t a r y pr icin g m ode ls. I t is n ot a n
in dica t ion of a ct u a l pr ofit t o u s or t o W e lls Fa r go Se cu r it ie s, LLC or a n y of ou r ot h e r a ffilia t e s, n or is it a n in dica t ion of t h e
pr ice , if a n y, a t w h ich W e lls Fa r go Se cu r it ie s, LLC or a n y ot h e r pe r son m a y be w illin g t o bu y t h e se cu r it ie s fr om you a t a n y
t im e a ft e r issu a n ce . Se e "I n ve st m e n t D e scr ipt ion " in t h is pr icin g su pple m e n t .
Th e se cu r it ie s h a ve com ple x fe a t u r e s a n d in ve st in g in t h e se cu r it ie s in volve s r isk s n ot a ssocia t e d w it h a n
in ve st m e n t in con ve n t ion a l de bt se cu r it ie s. Se e "Risk Fa ct or s" h e r e in on pa ge PRS- 1 2 .
Th e se cu r it ie s a r e u n se cu r e d obliga t ion s of W e lls Fa r go & Com pa n y, a n d a ll pa ym e n t s on t h e se cu r it ie s a r e su bj e ct t o t h e
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DEFINITIVE PRICING SUPPLEMENT No. 5
cr e dit r isk of W e lls Fa r go & Com pa n y. I f W e lls Fa r go & Com pa n y de fa u lt s on it s obliga t ion s, you cou ld lose som e or a ll of
you r in ve st m e n t . Th e se cu r it ie s a r e n ot de posit s or ot h e r obliga t ion s of a de posit or y in st it u t ion a n d a r e n ot in su r e d by t h e
Fe de r a l D e posit I n su r a n ce Cor por a t ion , t h e D e posit I n su r a n ce Fu n d or a n y ot h e r gove r n m e n t a l a ge n cy of t h e Un it e d St a t e s
or a n y ot h e r j u r isdict ion .
N e it h e r t h e Se cu r it ie s a n d Ex ch a n ge Com m ission n or a n y st a t e se cu r it ie s com m ission h a s a ppr ove d or disa ppr ove d of t h e se
se cu r it ie s or de t e r m in e d if t h is pr icin g su pple m e n t or t h e a ccom pa n yin g m a r k e t m e a su r e su pple m e n t , pr ospe ct u s
su pple m e n t a n d pr ospe ct u s is t r u t h fu l or com ple t e . An y r e pr e se n t a t ion t o t h e con t r a r y is a cr im in a l offe n se .

Origin a l Offe rin g Price

Age n t D is co u n t( 1)

Pro ce e d s to W e lls Fa rgo
Pe r S e cu rity
$ 1,0 0 0 .0 0

$ 15.75

$ 98 4.25
To ta l
$ 1,465,0 0 0 .0 0

$ 23,0 73.75

$ 1,441,926.25
(1)
Wells Fargo Securities, LLC, a wholly owned subsidiary of Wells Fargo & Com pany, is the agent for the distribution of the securities and is acting as principal. See "Investm ent Description"
in this pricing supplem ent for further inform ation.
W e lls Fa r go Se cu r it ie s
M a r k e t Lin k e d Se cu r it ie s--Au t o- Ca lla ble w it h Con t in ge n t
Cou pon a n d Con t in ge n t D ow n side
Pr in cipa l a t Risk Se cu r it ie s Lin k e d t o t h e Low e st Pe r for m in g of t h e S& P 5 0 0 ®
I n de x , t h e Ru sse ll 2 0 0 0 ® I n de x a n d t h e EURO STOXX 5 0 ® I n de x du e M a r ch 1 , 2 0 2 2

Te r m s of t h e Se cu r it ie s

Is s u e r:
Wells Fargo & Com pany ("Wells Fargo").

Ma rke t
The S&P 50 0 ® Index, the Russell 20 0 0 ® Index and the EURO STOXX 50 ® Index (each referred to as an "Index," and
Me a s u re s :
collectively as the "Indices").

Pricin g D a te :
February 26, 20 18 .

Is s u e D a te :
March 1, 20 18 . (T+3)

Origin a l
$ 1,0 0 0 per security. References in this pricing supplem ent to a "security" are to a security with a face am ount of $ 1,0 0 0 .
Offe rin g P rice :

On each contingent coupon paym ent date, you will receive a contingent coupon paym ent at a per annum rate equal to the
contingent coupon rate if, a n d o n ly if, the closing level of the lowest perform ing Index on the related calculation day is
greater than or equal to its threshold level.

If th e clo s in g le ve l o f th e lo w e s t p e rfo rm in g In d e x o n a n y ca lcu la tio n d a y is le s s th a n its th re s h o ld le ve l,
Co n tin ge n t
yo u w ill n o t re ce ive a n y co n tin ge n t co u p o n p a ym e n t o n th e re la te d co n tin ge n t co u p o n p a ym e n t d a te . If
Co u p o n
th e clo s in g le ve l o f th e lo w e s t p e rfo rm in g In d e x is le s s th a n its th re s h o ld le ve l o n a ll q u a rte rly ca lcu la tio n
P a ym e n t:

d a ys , yo u w ill n o t re ce ive a n y co n tin ge n t co u p o n p a ym e n ts o ve r th e te rm o f th e s e cu ritie s .

Each quarterly contingent coupon paym ent, if any, will be calculated per security as follows: $ 1,0 0 0 × contingent coupon
rate × (90 / 360 ). Any contingent coupon paym ents will be rounded to the nearest cent, with one-half cent rounded
upward.

Quarterly, on the third business day following each calculation day (as each such calculation day m ay be postponed
Co n tin ge n t
pursuant to "--Postponem ent of a Calculation Day" below, if applicable), provided that the contingent coupon paym ent
Co u p o n
date with respect to the final calculation day will be the stated m aturity date. If a calculation day is postponed with respect
P a ym e n t
to one or m ore Indices, the related contingent coupon paym ent date will be three business days after the last calculation
D a te s :

day as postponed.

Co n tin ge n t
The "contingent coupon rate" is 6.30 % per annum
Co u p o n Ra te :

If the closing level of the lowest perform ing Index on any of the quarterly calculation days from August 20 18 to Novem ber
20 21, inclusive, is greater than or equal to its starting level, the securities will be autom atically called, and on the related
call settlem ent date you will be entitled to receive a cash paym ent per security in U.S. dollars equal to the original offering
Au to m a tic
price per security plus a final contingent coupon paym ent. The securities will not be subject to autom atic call until the
Ca ll:
second quarterly calculation day, which is approxim ately six m onths after the issue date.

If the securities are autom atically called, they will cease to be outstanding on the related call settlem ent date and you will
have no further rights under the securities after such call settlem ent date. You will not receive any notice from us if the
securities are autom atically called.

Quarterly, on the 24 th day of each February, May, August and Novem ber, com m encing May 20 18 and ending Novem ber
Ca lcu la tio n
20 21, and the final calculation day, each subject to postponem ent as described below under "--Postponem ent of a
D a ys :
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DEFINITIVE PRICING SUPPLEMENT No. 5

Calculation Day." We refer to February 24, 20 22 as the "final calculation day."

Ca ll
Three business days after the applicable calculation day (as such calculation day m ay be postponed pursuant to "--
S e ttle m e n t
Postponem ent of a Calculation Day" below, if applicable). If a calculation day is postponed with respect to one or m ore
D a te :
Indices, the related call settlem ent date will be three business days after the last calculation day as postponed.

March 1, 20 22. If the final calculation day is postponed, the stated m aturity date will be the later of (i) March 1, 20 22 and
(ii) three business days after the last final calculation day as postponed. See "--Postponem ent of a Calculation Day" below.
S ta te d Ma tu rity
If the stated m aturity date is not a business day, the paym ent to be m ade on the stated m aturity date will be m ade on the
D a te :

next succeeding business day with the sam e force and effect as if it had been m ade on the stated m aturity date. The
securities are not subject to repaym ent at the option of any holder of the securities prior to the stated m aturity date.

PRS-2
M a r k e t Lin k e d Se cu r it ie s--Au t o- Ca lla ble w it h Con t in ge n t
Cou pon a n d Con t in ge n t D ow n side
Pr in cipa l a t Risk Se cu r it ie s Lin k e d t o t h e Low e st Pe r for m in g of t h e S& P 5 0 0 ®
I n de x , t h e Ru sse ll 2 0 0 0 ® I n de x a n d t h e EURO STOXX 5 0 ® I n de x du e M a r ch 1 ,
2 0 2 2

If the securities are not autom atically called prior to the stated m aturity date, you will be entitled to receive on the stated
m aturity date a cash paym ent per security in U.S. dollars equal to the m aturity paym ent am ount (in addition to the final
contingent coupon paym ent, if any). The "m aturity paym ent am ount " per security will equal:

· ?if the ending level of the lowest perform ing Index on the final calculation day is greater than or equal to its threshold
level: $ 1,0 0 0 ; or

· ?if the ending level of the lowest perform ing Index on the final calculation day is less than its threshold level:

$ 1,0 0 0 × perform ance factor of the lowest perform ing Index on the final calculation day

Ma tu rity

If th e s e cu ritie s a re n o t a u to m a tica lly ca lle d p rio r to s ta te d m a tu rity a n d th e e n d in g le ve l o f th e lo w e s t
P a ym e n t
p e rfo rm in g In d e x o n th e fin a l ca lcu la tio n d a y is le s s th a n its th re s h o ld le ve l, yo u w ill lo s e m o re th a n 3 5 %,
Am o u n t:
a n d p o s s ibly a ll, o f th e o rigin a l o ffe rin g p rice o f yo u r s e cu ritie s a t s ta te d m a tu rity.

An y re tu rn o n th e s e cu ritie s w ill be lim ite d to th e s u m o f yo u r co n tin ge n t co u p o n p a ym e n ts , if a n y. Yo u
w ill n o t p a rticip a te in a n y a p p re cia tio n o f a n y In d e x, b u t yo u w ill h a ve fu ll d o w n s id e e xp o s u re to th e
lo w e s t p e rfo rm in g In d e x o n th e fin a l ca lcu la tio n d a y if th e e n d in g le ve l o f th a t In d e x is le s s th a n its
th re s h o ld le ve l.

All calculations with respect to the m aturity paym ent am ount will be rounded to the nearest one hundred -thousandth,
with five one-m illionths rounded upward (e.g., 0 .0 0 0 0 0 5 would be rounded to 0 .0 0 0 0 1); and the m aturity paym ent
am ount will be rounded to the nearest cent, with one-half cent rounded upward.

Lo w e s t
For any calculation day, the "lowest perform ing Index" will be the Index with the lowest perform ance factor on that
P e rfo rm in g
calculation day (as such calculation day m ay be postponed for one or m ore Indices pursuant to "--Postponem ent of a
In d e x:
Calculation Day" below, if applicable).

P e rfo rm a n ce
With respect to an Index on any calculation day, its closing level on such calculation day divided by its starting level
Fa cto r:
(expressed as a percentage).

With respect to each Index, the "closing level" of that Index on any trading day m eans the official closing level of that
Index reported by the relevant index sponsor on such trading day, as obtained by the calculation agent on such trading
day from the licensed third -party m arket data vendor contracted by the calculation agent at such tim e; in particular,
taking into account the decim al precision and/ or rounding convention em ployed by such licensed third -party m arket data
Clo s in g Le ve l:
vendor on such date. Currently, the calculation agent obtains m arket data from Thom son Reuters Ltd., but the calculation

agent m ay change its m arket data vendor at any tim e without notice. The foregoing provisions of this definition of
"closing level" are subject to the provisions set forth below under "Additional Term s of the Securities--Market Disruption
Events," "--Adjustm ents to an Index" and "--Discontinuance of an Index."

With respect to the S&P 50 0 Index: 2779.60 , its closing level on the pricing date.

S ta rtin g Le ve l:
With respect to the Russell 20 0 0 Index: 1559.332, its closing level on the pricing date.

With respect to the EURO STOXX 50 Index: 3463.18 , its closing level on the pricing date.

En d in g Le ve l:
The "ending level" of an Index will be its closing level on the final calculation day.

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DEFINITIVE PRICING SUPPLEMENT No. 5
With respect to the S&P 50 0 Index: 18 0 6.74, which is equal to 65% of its starting level.
Th re s h o ld

With respect to the Russell 20 0 0 Index: 10 13.5658 , which is equal to 65% of its starting level.
Le ve l:

With respect to the EURO STOXX 50 Index: 2251.0 67, which is equal to 65% of its starting level.

If any calculation day is not a trading day with respect to any Index, such calculation day for each Index will be postponed
P o s tp o n e m e n t
to the next succeeding day that is a trading day with respect to each Index. A calculation day for an Index is also subject
o f a Ca lcu la tio n
to postponem ent due to the occurrence of a m arket disruption event with respect to such Index on such calculation day.
D a y:
See "Additional Term s of the Securities--Market Disruption Events."

Ca lcu la tio n
Wells Fargo Securities, LLC
Age n t:

N o Lis tin g:
The securities will not be listed on any securities exchange or autom ated quotation system .

PRS-3
M a r k e t Lin k e d Se cu r it ie s--Au t o- Ca lla ble w it h Con t in ge n t
Cou pon a n d Con t in ge n t D ow n side
Pr in cipa l a t Risk Se cu r it ie s Lin k e d t o t h e Low e st Pe r for m in g of t h e S& P 5 0 0 ®
I n de x , t h e Ru sse ll 2 0 0 0 ® I n de x a n d t h e EURO STOXX 5 0 ® I n de x du e M a r ch 1 ,
2 0 2 2

Ma te ria l Ta x
For a discussion of the m aterial U.S. federal incom e and certain estate tax consequences of the ownership and disposition
Co n s e q u e n ce s :
of the securities, see "United States Federal Tax Considerations."

Wells Fargo Securities, LLC, a wholly owned subsidiary of Wells Fargo & Com pany. The agent m ay resell the securities to
other securities dealers at the original offering price of the securities less a concession not in excess of $ 15.0 0 per
security. Such securities dealers m ay include Wells Fargo Advisors ("WFA") (the trade nam e of the retail brokerage
business of our affiliates, Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC). In
addition to the concession allowed to WFA, WFS will pay $ 0 .75 per security of the agent's discount to WFA as a
distribution expense fee for each security sold by WFA.
Age n t:

The agent or another affiliate of ours expects to realize hedging profits projected by its proprietary pricing m odels to the
extent it assum es the risks inherent in hedging our obligations under the securities. If any dealer participating in the
distribution of the securities or any of its affiliates conducts hedging activities for us in connection with the securities,
that dealer or its affiliate will expect to realize a profit projected by its proprietary pricing m odels from such hedging
activities. Any such projected profit will be in addition to any discount, concession or distribution expense fee received in
connection with the sale of the securities to you.

D e n o m in a tio n s :
$ 1,0 0 0 and any integral m ultiple of $ 1,0 0 0 .

CU S IP :
950 0 1B2E3

PRS-4
M a r k e t Lin k e d Se cu r it ie s--Au t o- Ca lla ble w it h Con t in ge n t
Cou pon a n d Con t in ge n t D ow n side
Pr in cipa l a t Risk Se cu r it ie s Lin k e d t o t h e Low e st Pe r for m in g of t h e S& P 5 0 0 ®
I n de x , t h e Ru sse ll 2 0 0 0 ® I n de x a n d t h e EURO STOXX 5 0 ® I n de x du e M a r ch 1 , 2 0 2 2

I n ve st m e n t D e scr ipt ion
The Principal at Risk Securities Linked to the Lowest Perform ing of the S&P 50 0 ® Index, the Russell 20 0 0 ® Index and the EURO STOXX 50 ®
Index due March 1, 20 22 (the "securities") are senior unsecured debt securities of Wells Fargo that do not provide for fixed paym ents of interest,
do not repay a fixed am ount of principal at stated m aturity and are subject to potential autom atic call upon the term s described in this pricing
supplem ent. Whether the securities pay a quarterly contingent coupon, whether the securities are autom atically called prior to stated m aturity
and, if they are not autom atically called, whether you are repaid the original offering price of your securities at stated m aturity will depend in
each case upon the closing level of the lo w e s t p e rfo rm in g In d e x on the relevant calculation day. The lowest perform ing Index on any
calculation day is the Index that has the lowest closing level on that calculation day as a percentage of its starting level. The securities provide:

(i)
quarterly contingent coupon paym ents at a rate of 6.30 % per annum until the earlier of stated m aturity or autom atic call if, a n d o n ly
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DEFINITIVE PRICING SUPPLEMENT No. 5

if, the closing level of the lowest perform ing Index on the applicable quarterly calculation day is greater than or equal to 65% of its
starting level;

(ii)
the possibility of an autom atic early call of the securities for an am ount equal to the original offering price plus a final contingent

coupon paym ent if the closing level of the lowest perform ing Index on any of the quarterly calculation days from August 20 18 to
Novem ber 20 21, inclusive, is greater than or equal to its starting level; and

(iii)
if the securities are not autom atically called prior to stated m aturity:

(a)
repaym ent of the original offering price if, a n d o n ly if, the closing level of the lowest perform ing Index on the final calculation

day has not declined by m ore than 35% from its starting level; and

(b)
full exposure to the decline in the level of the lowest perform ing Index on the final calculation day from its starting level if the

lowest perform ing Index has declined by m ore than 35% from its starting level.
If th e clo s in g le ve l o f th e lo w e s t p e rfo rm in g In d e x o n a n y q u a rte rly ca lcu la tio n d a y is le s s th a n 6 5 % o f its s ta rtin g le ve l, yo u
w ill n o t re ce ive a n y co n tin ge n t co u p o n p a ym e n t fo r th a t q u a rte r. If th e s e cu ritie s a re n o t a u to m a tica lly ca lle d p rio r to s ta te d
m a tu rity a n d th e clo s in g le ve l o f th e lo w e s t p e rfo rm in g In d e x o n th e fin a l ca lcu la tio n d a y h a s d e clin e d b y m o re th a n 3 5 % fro m
its s ta rtin g le ve l, yo u w ill lo s e m o re th a n 3 5 %, a n d p o s s ibly a ll, o f th e o rigin a l o ffe rin g p rice o f yo u r s e cu ritie s a t s ta te d
m a tu rity. Acco rd in gly, yo u w ill n o t re ce ive a n y p ro te ctio n if th e clo s in g le ve l o f th e lo w e s t p e rfo rm in g In d e x o n th e fin a l
ca lcu la tio n d a y h a s d e clin e d by m o re th a n 3 5 % fro m its s ta rtin g le ve l.
An y re tu rn o n th e s e cu ritie s w ill be lim ite d to th e s u m o f yo u r co n tin ge n t co u p o n p a ym e n ts , if a n y. Yo u w ill n o t p a rticip a te in
a n y a p p re cia tio n o f a n y In d e x, bu t yo u w ill b e fu lly e xp o s e d to th e d e clin e in th e lo w e s t p e rfo rm in g In d e x o n th e fin a l
ca lcu la tio n d a y if th e s e cu ritie s a re n o t a u to m a tica lly ca lle d p rio r to s ta te d m a tu rity a n d th e clo s in g le ve l o f th e lo w e s t
p e rfo rm in g In d e x o n th e fin a l ca lcu la tio n d a y h a s d e clin e d by m o re th a n 3 5 % fro m its s ta rtin g le ve l.
All paym ents on the securities are subject to the credit risk of Wells Fargo.
Yo u r re tu rn o n th e s e cu ritie s w ill d e p e n d s o le ly o n th e p e rfo rm a n ce o f th e In d e x th a t is th e lo w e s t p e rfo rm in g In d e x o n e a ch
ca lcu la tio n d a y. Yo u w ill n o t be n e fit in a n y w a y fro m th e p e rfo rm a n ce o f th e be tte r p e rfo rm in g In d ice s . Th e re fo re , yo u w ill b e
a d ve rs e ly a ffe cte d if a n y In d e x p e rfo rm s p o o rly, e ve n if th e o th e r In d ice s p e rfo rm fa vo ra bly.
Th e s e cu ritie s a re ris kie r th a n a lte rn a tive in ve s tm e n ts lin ke d to o n ly o n e o f th e In d ice s o r lin ke d to a b a s ke t co m p o s e d o f
e a ch In d e x. U n like th o s e a lte rn a tive in ve s tm e n ts , th e s e cu ritie s w ill b e s u bje ct to th e fu ll ris ks o f e a ch In d e x, w ith n o
o ffs e ttin g be n e fit fro m th e be tte r p e rfo rm in g In d ice s . Th e s e cu ritie s a re d e s ign e d fo r in ve s to rs w h o u n d e rs ta n d a n d a re
w illin g to be a r th is a d d itio n a l ris k in e xch a n ge fo r th e p o te n tia l co n tin ge n t co u p o n p a ym e n ts th a t th e s e cu ritie s o ffe r.
B e ca u s e th e s e cu ritie s m a y be a d ve rs e ly a ffe cte d by p o o r p e rfo rm a n ce by a n y In d e x, yo u s h o u ld n o t in ve s t in th e s e cu ritie s
u n le s s yo u u n d e rs ta n d a n d a re w illin g to a cce p t th e fu ll d o w n s id e ris ks o f e a ch In d e x.

PRS-5
M a r k e t Lin k e d Se cu r it ie s--Au t o- Ca lla ble w it h Con t in ge n t
Cou pon a n d Con t in ge n t D ow n side
Pr in cipa l a t Risk Se cu r it ie s Lin k e d t o t h e Low e st Pe r for m in g of t h e S& P 5 0 0 ®
I n de x , t h e Ru sse ll 2 0 0 0 ® I n de x a n d t h e EURO STOXX 5 0 ® I n de x du e M a r ch 1 ,
2 0 2 2

The S&P 50 0 ® Index is an equity index that is intended to provide an indication of the pattern of com m on stock price m ovem ent in the large
capitalization segm ent of the United States equity m arket.
The Russell 20 0 0 ® Index is an equity index that is designed to reflect the perform ance of the sm all capitalization segm ent of the United States
equity m arket.
The EURO STOXX 50 ® Index is an equity index that is com posed of 50 com ponent stocks of sector leaders in 11 Eurozone countries and is
intended to provide an indication of the pattern of com m on stock price m ovem ent in the Eurozone.
You should read this pricing supplem ent together with the m arket m easure supplem ent dated J anuary 24, 20 18 , the prospectus supplem ent dated
J anuary 24, 20 18 and the prospectus dated Novem ber 3, 20 17 for additional inform ation about the securities. Inform ation included in this
pricing supplem ent supersedes inform ation in the m arket m easure supplem ent, prospectus supplem ent and prospectus to the extent it is different
from that inform ation. Certain defined term s used but not defined herein have the m eanings set forth in the prospectus supplem ent.
You m ay access the m arket m easure supplem ent, prospectus supplem ent and prospectus on the SEC website www.sec.gov as follows (or if such
address has changed, by reviewing our filing for the relevant date on the SEC website):

· Market Measure Supplem ent dated J anuary 24, 20 18 :
https:/ / www.sec.gov/ Archives/ edgar/ data/ 72971/ 0 0 0 119312518 0 18 329/ d527660 d424b2.htm

· Prospectus Supplem ent dated J anuary 24, 20 18 :
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DEFINITIVE PRICING SUPPLEMENT No. 5
https:/ / www.sec.gov/ Archives/ edgar/ data/ 72971/ 0 0 0 119312518 0 18 256/ d4660 41d424b2.htm

· Prospectus dated Novem ber 3, 20 17:
https:/ / www.sec.gov/ Archives/ edgar/ data/ 72971/ 0 0 0 119312518 0 18 238 / d528 18 8 d424b2.htm

The S&P 50 0 Index is a product of S&P Dow J ones Indices LLC ("SPDJ I "), and has been licensed for use by Wells Fargo & Com pany ("WFC"). Standard &
Poor's ® , S&P® and S&P 50 0 ® are registered tradem arks of Standard & Poor's Financial Services LLC ("S&P"); Dow J ones ® is a registered tradem ark of
Dow J ones Tradem ark Holdings LLC ("Dow J ones "); and these tradem arks have been licensed for use by SPDJ I and sublicensed for certain purposes by
WFC. The securities are not sponsored, endorsed, sold or prom oted by SPDJ I, Dow J ones, S&P, their respective affiliates, and none of such parties m ake any
representation regarding the advisability of investing in such product(s) nor do they have any liability for any errors, om issions, or interruptions of the S&P
50 0 Index.
"Russell 20 0 0 ® " and "FTSE Russell" are tradem arks of the London Stock Exchange Group com panies, and have been licensed for use by us. The securities,
based on the perform ance of the Russell 20 0 0 ® Index, are not sponsored, endorsed, sold or prom oted by FTSE Russell and FTSE Russell m akes no
representation regarding the advisability of investing in the securities.
The EURO STOXX 50 ® is the intellectual property (including registered tradem arks) of STOXX Lim ited ("STOXX"), Zurich, Switzerland and/ or its licensors
("Licensors"), which is used under license.

PRS-6
M a r k e t Lin k e d Se cu r it ie s--Au t o- Ca lla ble w it h Con t in ge n t
Cou pon a n d Con t in ge n t D ow n side
Pr in cipa l a t Risk Se cu r it ie s Lin k e d t o t h e Low e st Pe r for m in g of t h e S& P 5 0 0 ®
I n de x , t h e Ru sse ll 2 0 0 0 ® I n de x a n d t h e EURO STOXX 5 0 ® I n de x du e M a r ch 1 ,
2 0 2 2

The original offering price of each security of $ 1,0 0 0 includes certain costs that are borne by you. Because of these costs, the estim ated value of
the securities on the pricing date is less than the original offering price. The costs included in the original offering price relate to selling,
structuring, hedging and issuing the securities, as well as to our funding considerations for debt of this type.
The costs related to selling, structuring, hedging and issuing the securities include (i) the agent discount (if any), (ii) the projected profit that our
hedge counterparty (which m ay be one of our affiliates) expects to realize for assum ing risks inherent in hedging our obligations under the
securities and (iii) hedging and other costs relating to the offering of the securities.
Our funding considerations take into account the higher issuance, operational and ongoing m anagem ent costs of m arket-linked debt such as the
securities as com pared to our conventional debt of the sam e m aturity, as well as our liquidity needs and preferences. Our funding considerations
are reflected in the fact that we determ ine the econom ic term s of the securities based on an assum ed funding rate that is generally lower than the
interest rates im plied by secondary m arket prices for our debt obligations and/ or by other traded instrum ents referencing our debt obligations,
which we refer to as our "secondary m arket rates ." As discussed below, our secondary m arket rates are used in determ ining the estim ated value
of the securities.
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DEFINITIVE PRICING SUPPLEMENT No. 5
If the costs relating to selling, structuring, hedging and issuing the securities were lower, or if the assum ed funding rate we use to determ ine the
econom ic term s of the securities were higher, the econom ic term s of the securities would be m ore favorable to you and the estim ated value would
be higher. The estim ated value of the securities as of the pricing date is set forth on the cover page of this pricing supplem ent.
Determ in in g the estim ated v alue
Our affiliate, Wells Fargo Securities, LLC ("WFS"), calculated the estim ated value of the securities set forth on the cover page of this pricing
supplem ent based on its proprietary pricing m odels. Based on these pricing m odels and related m arket inputs and assum ptions referred to in this
section below, WFS determ ined an estim ated value for the securities by estim ating the value of the com bination of hypothetical financial
instrum ents that would replicate the payout on the securities, which com bination consists of a non -interest bearing, fixed -incom e bond (the
"debt com ponent") and one or m ore derivative instrum ents underlying the econom ic term s of the securities (the "derivative com ponent").
The estim ated value of the debt com ponent is based on a reference interest rate, determ ined by WFS as of a recent date, that generally tracks our
secondary m arket rates. Because WFS does not continuously calculate our reference interest rate, the reference interest rate used in the
calculation of the estim ated value of the debt com ponent m ay be higher or lower than our secondary m arket rates at the tim e of that calculation.
As noted above, we determ ine the econom ic term s of the securities based upon an assum ed funding rate that is generally lower than our
secondary m arket rates. In contrast, in determ ining the estim ated value of the securities, we value the debt com ponent using a reference interest
rate that generally tracks our secondary m arket rates. Because the reference interest rate is generally higher than the assum ed funding rate, using
the reference interest rate to value the debt com ponent generally results in a lower estim ated value for the debt com ponent, which we believe
m ore closely approxim ates a m arket valuation of the debt com ponent than if we had used the assum ed funding rate.
WFS calculated the estim ated value of the derivative com ponent based on a proprietary derivative-pricing m odel, which generated a theoretical
price for the derivative instrum ents that constitute the derivative com ponent based on various inputs, including the "derivative com ponent
factors" identified in "Risk Factors--The Value Of The Securities Prior To Stated Maturity Will Be Affected By Num erous Factors, Som e Of Which
Are Related In Com plex Ways." These inputs m ay be m arket-observable or m ay be based on assum ptions m ade by WFS in its discretion.
The estim ated value of the securities determ ined by WFS is subject to im portant lim itations. See "Risk Factors--The Estim ated Value Of The
Securities Is Determ ined By Our Affiliate's Pricing Models, Which May Differ From Those Of Other Dealers" and "--Our Econom ic Interests And
Those Of Any Dealer Participating In The Offering Are Potentially Adverse To Your Interests."
Valuation of the securities after issuan ce
The estim ated value of the securities is not an indication of the price, if any, at which WFS or any other person m ay be willing to buy the
securities from you in the secondary m arket. The price, if any, at which WFS or any of its affiliates m ay purchase the securities in the secondary
m arket will be based upon WFS's proprietary pricing m odels and will fluctuate over the term of the securities due to changes in m arket
conditions and other relevant factors. However, absent changes in these m arket conditions and other relevant factors, except as otherwise
described in the following paragraph, any secondary m arket price will be lower than the estim ated value on the pricing date because the
secondary m arket price will be reduced by a bid -offer spread, which m ay vary depending on the aggregate face am ount of the securities to be
purchased in the secondary m arket transaction, and the expected cost of unwinding any related hedging transactions. Accordingly, unless m arket
conditions and other relevant factors change significantly in your favor, any secondary m arket price for the securities is likely to be less than the
original offering price.
If WFS or any of its affiliates m akes a secondary m arket in the securities at any tim e up to the issue date or during the 4-m onth period following
the issue date, the secondary m arket price offered by WFS or any of its affiliates will be increased by an am ount reflecting a portion of the costs
associated with selling, structuring, hedging and issuing the securities that are included in the original offering price. Because this portion of the
costs is not fully deducted upon issuance, any secondary m arket price offered by WFS or any of its

PRS-7
M a r k e t Lin k e d Se cu r it ie s--Au t o- Ca lla ble w it h Con t in ge n t
Cou pon a n d Con t in ge n t D ow n side
Pr in cipa l a t Risk Se cu r it ie s Lin k e d t o t h e Low e st Pe r for m in g of t h e S& P 5 0 0 ®
I n de x , t h e Ru sse ll 2 0 0 0 ® I n de x a n d t h e EURO STOXX 5 0 ® I n de x du e M a r ch 1 ,
2 0 2 2

affiliates during this period will be higher than it would be if it were based solely on WFS's proprietary pricing m odels less the bid -offer spread
and hedging unwind costs described above. The am ount of this increase in the secondary m arket price will decline steadily to zero over this
4-m onth period. If you hold the securities through an account at WFS or any of its affiliates, we expect that this increase will also be reflected in
the value indicated for the securities on your brokerage account statem ent.
If WFS or any of its affiliates m akes a secondary m arket in the securities, WFS expects to provide those secondary m arket prices to any
unaffiliated broker -dealers through which the securities are held and to com m ercial pricing vendors. If you hold your securities through an
account at a broker -dealer other than WFS or any of its affiliates, that broker -dealer m ay obtain m arket prices for the securities from WFS
(directly or indirectly), but could also obtain such m arket prices from other sources, and m ay be willing to purchase the securities at any given
tim e at a price that differs from the price at which WFS or any of its affiliates is willing to purchase the securities. As a result, if you hold your
securities through an account at a broker -dealer other than WFS or any of its affiliates, the value of the securities on your brokerage account
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DEFINITIVE PRICING SUPPLEMENT No. 5
statem ent m ay be different than if you held your securities at WFS or any of its affiliates.
The securities will not be listed or displayed on any securities exchange or any autom ated quotation system . Although WFS and/ or its affiliates
m ay buy the securities from investors, they are not obligated to do so and are not required to m ake a m arket for the securities. There can be no
assurance that a secondary m arket will develop.

PRS-8
M a r k e t Lin k e d Se cu r it ie s--Au t o- Ca lla ble w it h Con t in ge n t
Cou pon a n d Con t in ge n t D ow n side
Pr in cipa l a t Risk Se cu r it ie s Lin k e d t o t h e Low e st Pe r for m in g of t h e S& P 5 0 0 ®
I n de x , t h e Ru sse ll 2 0 0 0 ® I n de x a n d t h e EURO STOXX 5 0 ® I n de x du e M a r ch 1 ,
2 0 2 2

I n ve st or Con side r a t ion s
We have designed the securities for investors who:

¦ seek an investment with contingent quarterly coupon payments at a rate of 6.30% per annum until the earlier of stated maturity or automatic
call, if, a n d o n ly if, the closing level of the lowest perform ing Index on the applicable quarterly calculation day is greater than or equal to 65%
of its starting level;

¦ understand that if the closing level of the lowest performing Index on the final calculation day has declined by more than 35% from its starting
level, they will be fully exposed to the decline in the lowest perform ing Index from its starting level and will lose m ore than 35%, and possibly
all, of the original offering price at stated m aturity;

¦ are willing to accept the risk that they may not receive any contingent coupon payment on one or more, or any, quarterly contingent coupon
paym ent dates over the term of the securities and m ay lose all of the original offering price per security at m aturity;

¦ understand that the securities may be automatically called prior to stated maturity and that the term of the securities may be as short as
approxim ately six m onths;

¦ understand that the return on the securities will depend solely on the performance of the Index that is the lowest performing Index on each
calculation day and that they will not benefit in any way from the perform ance of the better perform ing Indices;

¦ understand that the securities are riskier than alternative investments linked to only one of the Indices or linked to a basket composed of each
Index;

¦ understand and are willing to accept the full downside risks of each Index;

¦ are willing to forgo participation in any appreciation of any Index and dividends on securities included in the Indices; and

¦ are willing to hold the securities to maturity.
The securities are not designed for, and m ay not be a suitable investm ent for, investors who:

¦ seek a liquid investment or are unable or unwilling to hold the securities to maturity;

¦ require full payment of the original offering price of the securities at stated maturity;

¦ seek a security with a fixed term;

¦ are unwilling to purchase securities with an estimated value as of the pricing date that is lower than the original offering price, as set forth on
the cover page;

¦ are unwilling to accept the risk that the closing level of the lowest performing Index on the final calculation day may decline by more than 35%
from its starting level;

¦ seek certainty of current income over the term of the securities;

¦ seek exposure to the upside performance of any or each Index;

¦ seek exposure to a basket composed of each Index or a similar investment in which the overall return is based on a blend of the performances
of the Indices, rather than solely on the lowest perform ing Index;

¦ are unwilling to accept the risk of exposure to the large- and small-capitalization segments of the United States equity market and the
Eurozone equity m arket;

¦ are unwilling to accept the credit risk of Wells Fargo; or

¦
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DEFINITIVE PRICING SUPPLEMENT No. 5
prefer the lower risk of conventional fixed incom e investm ents with com parable m aturities issued by com panies with com parable credit
ratings.

PRS-9
M a r k e t Lin k e d Se cu r it ie s--Au t o- Ca lla ble w it h Con t in ge n t
Cou pon a n d Con t in ge n t D ow n side
Pr in cipa l a t Risk Se cu r it ie s Lin k e d t o t h e Low e st Pe r for m in g of t h e S& P 5 0 0 ®
I n de x , t h e Ru sse ll 2 0 0 0 ® I n de x a n d t h e EURO STOXX 5 0 ® I n de x du e M a r ch 1 ,
2 0 2 2

D e t e r m in in g Pa ym e n t On A Con t in ge n t Cou pon Pa ym e n t D a t e a n d a t M a t u r it y
If the securities have not been previously autom atically called, on each quarterly contingent coupon paym ent date, you will either receive a
contingent coupon paym ent or you will not receive a contingent coupon paym ent, depending on the closing level of the lowest perform ing Index
on the related quarterly calculation day.
S te p 1: Determ ine which Index is the lowest perform ing Index on the relevant calculation day. The lowest perform ing Index on any calculation
day is the Index with the lowest perform ance factor on that calculation day. The perform ance factor of an Index on a calculation day is its closing
level on that calculation day as a percentage of its starting level (i.e., its closing level on that calculation day divided by its starting level).
S te p 2 : Determ ine whether a contingent coupon is paid on the applicable contingent coupon paym ent date based on the closing level of the
lowest perform ing Index on the relevant calculation day, as follows:

On the stated m aturity date, if the securities have not been autom atically called prior to the stated m aturity date, you will receive (in addition to
the final contingent coupon paym ent, if any) a cash paym ent per security (the m aturity paym ent am ount) calculated as follows:
S te p 1: Determ ine which Index is the lowest perform ing Index on the final calculation day. The lowest perform ing Index on the final calculation
day is the Index with the lowest perform ance factor on the final calculation day. The perform ance factor of an Index on the final calculation day is
its ending level as a percentage of its starting level (i.e., its ending level divided by its starting level).
S te p 2 : Calculate the m aturity paym ent am ount based on the ending level of the lowest perform ing Index, as follows:

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DEFINITIVE PRICING SUPPLEMENT No. 5

PRS-10
M a r k e t Lin k e d Se cu r it ie s--Au t o- Ca lla ble w it h Con t in ge n t
Cou pon a n d Con t in ge n t D ow n side
Pr in cipa l a t Risk Se cu r it ie s Lin k e d t o t h e Low e st Pe r for m in g of t h e S& P 5 0 0 ®
I n de x , t h e Ru sse ll 2 0 0 0 ® I n de x a n d t h e EURO STOXX 5 0 ® I n de x du e M a r ch 1 ,
2 0 2 2

H ypot h e t ica l Pa you t Pr ofile
The following profile illustrates the potential m aturity paym ent am ount on the securities (excluding the final contingent coupon paym ent, if any)
for a range of hypothetical perform ances of the lowest perform ing Index on the final calculation day from its starting level to its ending level,
assum ing the securities have not been autom atically called prior to the stated m aturity date. This graph has been prepared for purposes of
illustration only. Your actual return will depend on the actual ending level of the lowest perform ing Index on the final calculation day and
whether you hold your securities to stated m aturity. The perform ance of the better perform ing Indices is not relevant to your return on the
securities.

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Document Outline

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