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SUBJECT TO COMPLETION, DATED JANUARY 19, 2021
Prospectus Supplement to Prospectus Dated February 25, 2020
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Wells Fargo & Company
Depositary Shares, Each Representing a 1/25th Interest
in a Share of % Fixed Rate Reset Non-Cumulative Perpetual Class A Preferred Stock, Series BB
Wells Fargo & Company is offering depositary shares,
each representing a 1/25th interest in a share of % Fixed Rate Reset Non-Cumulative Perpetual Class A Preferred Stock, Series BB, no par value, with a liquidation preference amount
of $25,000 per share (equivalent to $1,000 per depositary share) (the Series BB 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 BB Preferred Stock represented by the depositary share.
Dividends on the Series
BB 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 March 15, 2021, and
will accrue at an annual rate equal to (i) % from, and including, the date of issuance to, but excluding, March 15, 2026 (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 BB Preferred StockDividends) plus % for each reset period, from, and including, the first reset date, commencing on
June 15, 2026. If our board of directors or a duly authorized committee of the board has not declared a dividend on the Series BB 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 BB Preferred Stock are declared for any future dividend period.
The Series BB Preferred Stock may be redeemed by us at our option in whole, or in part, on March 15, 2026, or on any dividend payment
date thereafter, at a redemption price equal to $25,000 per share of Series BB 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 BB Preferred Stock may also be redeemed by us at our option in whole, but not in part, prior to March 15, 2026, upon the occurrence of a regulatory capital treatment event, as described herein, at a redemption price equal
to $25,000 per share of Series BB Preferred Stock (equivalent to $1,000 per depositary share), plus an amount equal to any declared and unpaid dividends, without accumulation of any undeclared dividends. Limitations on our ability to redeem the
Series BB Preferred Stock are described herein.
The depositary shares will not be listed on any securities exchange or
automated quotation system.
The depositary shares are our unsecured securities, and all payments are subject to our credit
risk. If we default on our obligations, you could lose some or all of your investment. The depositary shares are not savings accounts, deposits or other obligations of any bank or non-bank subsidiary of Wells Fargo & Company and are not insured
by the Federal Deposit Insurance Corporation, the Deposit Insurance Fund or any other governmental agency.
Neither the
Securities and Exchange Commission nor any state securities commission or other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any
representation to the contrary is a criminal offense.
Investing in
the depositary shares involves risks. See Risk Factors beginning on page S-11.
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Public Offering Price
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Underwriting
Discount
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Proceeds, before
expenses, to
Wells Fargo
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Per Depositary Share
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$
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$
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$
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Total
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$
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$
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$
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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 January , 2021.
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 January , 2021