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424B2 Filing
Wells Fargo & Company (WFC) 424B2Prospectus for primary offering
Filed: 25 Nov 24, 5:11pm
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-269514
Pricing Supplement No. 10 dated November 25, 2024
(to Prospectus Supplement dated February 17, 2023
and Prospectus dated February 17, 2023)
WELLS FARGO & COMPANY
Medium-Term Notes, Series W
Senior Redeemable Fixed-to-Floating Rate Notes
You should read the more detailed description of the notes provided under “Description of Notes” in the accompanying prospectus supplement and “Description of Debt Securities” in the accompanying prospectus, as supplemented by this pricing supplement. The notes are unsecured obligations of Wells Fargo & Company (the “Company”), and all payments on the notes are subject to the credit risk of the Company. If the Company defaults on its obligations, you could lose some or all of your investment. The notes are not savings accounts, deposits or other obligations of any bank or nonbank subsidiary of the Company and are not insured by the Federal Deposit Insurance Corporation, the Deposit Insurance Fund or any other governmental agency. Certain defined terms used but not defined herein have the meanings set forth in the accompanying prospectus supplement and prospectus.
Aggregate Principal Amount Offered: | $2,500,000,000 | |
Trade Date: | November 25, 2024 | |
Original Issue Date: | December 3, 2024 (T+5) | |
Stated Maturity Date: | December 3, 2035; on the stated maturity date, the holders of the notes will be entitled to receive a cash payment in U.S. dollars equal to 100% of the principal amount of the notes plus any accrued and unpaid interest. | |
Optional Redemption: | At our option, we may redeem the notes (i) in whole, but not in part, on December 3, 2034 (the “First Par Call Date”) or (ii) in whole at any time or in part from time to time, on or after September 3, 2035, in each case at a redemption price equal to 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the date of such redemption. | |
At our option, we may also redeem the notes, in whole at any time or in part from time to time, on any day included in the Make-Whole Redemption Period (as defined below), at a redemption price calculated as described under “Description of Debt Securities—Redemption and Repayment—Optional Make-Whole Redemption of Debt Securities.” |
As used in connection with the notes: | ||
The “Make-Whole Redemption Period” is the period commencing on and including December 10, 2025 and ending on and including December 2, 2034. | ||
The “Make-Whole Spread” is 0.15%. | ||
Any redemption may be subject to prior regulatory approval and will be effected pursuant to the procedures described under “Description of Debt Securities—Redemption and Repayment—Optional Redemption By Us” and “—Redemption and Repayment—Optional Make-Whole Redemption of Debt Securities”, as applicable, in the accompanying prospectus. | ||
Price to Public (Issue Price): | 100.00%, plus accrued interest, if any, from December 3, 2024 | |
Agent Discount (Gross Spread): | 0.45% | |
All-in Price (Net of Agent Discount): | 99.55%, plus accrued interest, if any, from December 3, 2024 | |
Net Proceeds: | $2,488,750,000 | |
Interest Rate: | The notes will bear interest at a fixed rate from December 3, 2024 to, but excluding, December 3, 2034 (the “Fixed Rate Period”) and, if not previously redeemed, at a floating rate from, and including, December 3, 2034 to, but excluding, maturity (the “Floating Rate Period”). |
Fixed Rate Terms
Fixed Rate Period: | See “Description of Debt Securities—Interest and Principal Payments” and “—Fixed Rate Debt Securities” in the accompanying prospectus for additional information. | |
Interest Rate: | 5.211% | |
Interest Payment Dates: | Each June 3 and December 3, commencing June 3, 2025 and ending December 3, 2034 | |
Benchmark: | UST 4.25% due November 15, 2034 | |
Benchmark Yield: | 4.261% | |
Spread to Benchmark: | +95 basis points | |
Re-Offer Yield: | 5.211% |
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Floating Rate Terms
Floating Rate Period: | See “Description of Debt Securities—Interest and Principal Payments,” “—Floating Rate Debt Securities” and “—Floating Rate Debt Securities—Base Rates—Compounded SOFR Notes” in the accompanying prospectus for additional information. | |||
Base Rate: | Compounded SOFR | |||
Spread: | +138 basis points | |||
Minimum Interest Rate for an Interest Period: | 0% per annum | |||
Interest Payment Dates: | Each March 3, June 3, September 3 and December 3, commencing March 3, 2035, and at maturity. | |||
Calculation Agent: | The Calculation Agent for the notes has not been appointed, but we will appoint a Calculation Agent prior to the commencement of the Floating Rate Period. An affiliate of ours may be appointed the Calculation Agent. Neither the Security Registrar nor the Paying Agent identified below shall be named as “our designee” or as Calculation Agent. |
Listing: | None | ||||||
Principal Amount | |||||||
Agent (Sole Bookrunner): | Wells Fargo Securities, LLC | $ 1,863,750,000 | |||||
Agents (Joint Lead Managers): | American Veterans Group, PBC | 17,500,000 | |||||
CastleOak Securities, L.P. | 17,500,000 | ||||||
Roberts & Ryan, Inc. | 17,500,000 | ||||||
Samuel A. Ramirez & Company, Inc. | 17,500,000 | ||||||
Agents (Senior Co-Managers): | Academy Securities, Inc. | 13,750,000 | |||||
AmeriVet Securities, Inc. | 13,750,000 | ||||||
Cabrera Capital Markets LLC | 13,750,000 | ||||||
Drexel Hamilton, LLC | 13,750,000 | ||||||
Falcon Square Capital LLC | 13,750,000 | ||||||
Great Pacific Securities | 13,750,000 | ||||||
Independence Point Securities LLC | 13,750,000 | ||||||
Loop Capital Markets LLC | 13,750,000 | ||||||
Multi-Bank Securities, Inc. | 13,750,000 | ||||||
R. Seelaus & Co., LLC | 13,750,000 | ||||||
Security Capital Brokerage, Inc. | 13,750,000 | ||||||
Stern Brothers & Co. | 13,750,000 | ||||||
Telsey Advisory Group LLC | 13,750,000 |
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Agents (Co-Managers): | ABN AMRO Capital Markets (USA) LLC | 12,500,000 | ||
BBVA Securities Inc. | 12,500,000 | |||
BMO Capital Markets Corp. | 12,500,000 | |||
CaixaBank, S.A. | 12,500,000 | |||
Capital One Securities, Inc. | 12,500,000 | |||
CIBC World Markets Corp. | 12,500,000 | |||
Citizens JMP Securities, LLC | 12,500,000 | |||
Credit Agricole Securities (USA) Inc. | 12,500,000 | |||
Desjardins Securities Inc. | 12,500,000 | |||
FHN Financial Securities Corp. | 12,500,000 | |||
Goodbody Stockbrokers UC | 12,500,000 | |||
Huntington Securities, Inc. | 12,500,000 | |||
ING Financial Markets LLC | 12,500,000 | |||
Intesa Sanpaolo IMI Securities Corp. | 12,500,000 | |||
Lloyds Securities Inc. | 12,500,000 | |||
MUFG Securities Americas Inc. | 12,500,000 | |||
nabSecurities, LLC | 12,500,000 | |||
National Bank of Canada Financial Inc. | 12,500,000 | |||
Natixis Securities Americas LLC | 12,500,000 | |||
NatWest Markets Securities Inc. | 12,500,000 | |||
Nordea Bank Abp | 12,500,000 | |||
Rabo Securities USA, Inc. | 12,500,000 | |||
RBC Capital Markets, LLC | 12,500,000 | |||
Regions Securities LLC | 12,500,000 | |||
Santander US Capital Markets LLC | 12,500,000 | |||
Scotia Capital (USA) Inc. | 12,500,000 | |||
SEB Securities, Inc. | 12,500,000 | |||
SG Americas Securities, LLC | 12,500,000 | |||
Standard Chartered Bank | 12,500,000 | |||
TD Securities (USA) LLC | 12,500,000 | |||
Westpac Capital Markets LLC | 12,500,000 | |||
Total: | $ 2,500,000,000 | |||
Supplemental Plan of Distribution: | On November 25, 2024, we agreed to sell to the Agents, and the Agents agreed to purchase, the notes at a purchase price of 99.55%, plus accrued interest, if any, from December 3, 2024. The purchase price equals the issue price of 100.00% less a discount of 0.45% of the principal amount of the notes. | |||
To the extent any Agent that is not a U.S. registered broker-dealer intends to effect any offers or sales of any notes in the United States, it will do so through one or more U.S. registered broker-dealers in accordance with the applicable U.S. securities laws and regulations. |
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United States Federal Income Tax Considerations: | | |||
Additional tax considerations are discussed under “United States Federal Income Tax Considerations” in the accompanying prospectus. | ||||
Security Registrar and Paying Agent: | Computershare Trust Company, N.A., acting through its office at CTSO Mail Operations, 1505 Energy Park Drive, St. Paul, MN 55108, Attn: CCT Administrator for Wells Fargo (or at such other place or places as may be designated from time to time). | |||
CUSIP: | 95000U3N1 |
Risk Factors
See “Risk Factors” in the accompanying prospectus for risk factors regarding the notes, including, in particular, the risk factors appearing under the heading “Risks Relating To SOFR, Compounded SOFR And A Benchmark Replacement.”
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