Filed Pursuant to Rule 424(b)(2)
Registration Nos. 333-270532 and 333-270532-01
PRICING SUPPLEMENT No. 429 dated August 29, 2024
(To Prospectus Supplement dated April 27, 2023
and Prospectus dated April 27, 2023)
Wells Fargo Finance LLC
Medium-Term Notes, Series A
Fully and Unconditionally Guaranteed by Wells Fargo & Company
$17,823,000
Fixed Rate Callable Notes
Notes due September 3, 2027
The notes have a term of 3 years, subject to our right to redeem the notes on the optional redemption dates beginning 1 year after
issuance. The notes pay interest semi-annually at a fixed per annum rate, as set forth below. All payments on the notes are subject
to credit risk. If Wells Fargo Finance LLC, as issuer, and Wells Fargo & Company, as guarantor, default on their obligations, you
could lose some or all of your investment. The notes will not be listed on any exchange and are designed to be held to maturity.
Terms of the Notes
Issuer: Wells Fargo Finance LLC
Guarantor: Wells Fargo & Company
Original Offering Price: $1,000 per note; provided that the
original offering price for an
eligible institutional investor and
an investor purchasing the notes
in a fee-based advisory account
will vary but will not be less
than $997.50 per note and will not
be more than $1,000 per note.
Because the original offering price for eligible institutional
investors and investors purchasing the notes in a
fee-based advisory account will vary as described in footnote
(1) below, the price such investors pay for the notes
may be higher than the prices paid by other eligible
institutional investors or investors in fee-based advisory
accounts based on then-current market conditions and the
negotiated price determined at the time of each sale.
Principal Amount: $1,000 per note. References in
this pricing supplement to a "
note
" are to a note with a
principal amount of $1,000.
Pricing Date: August 29, 2024.
Issue Date: September 3, 2024.
Stated Maturity Date: September 3, 2027. The notes are
subject to redemption by Wells Fargo
Finance LLC prior to the stated
maturity date as set forth below under
"Optional Redemption." The notes are
not subject to repayment at the
option of any holder of the notes
prior to the stated maturity date.
Payment at Maturity: Unless redeemed prior to
stated maturity by Wells Fargo
Finance LLC, a holder will be
entitled to receive on the
stated maturity date a cash
payment in U.S. dollars equal
to $1,000 per note, plus any
accrued and unpaid interest.
Interest Payment Dates: Semi-annually on the 3
rd
day of each March and
September, commencing March 3,
2025, and at stated maturity
or earlier redemption.
Interest Period: With respect to an interest
payment date, the period from,
and including, the immediately
preceding interest payment
date (or, in the case of the
first interest period, the
issue date) to, but excluding,
that interest payment date.
Interest Rate: 4.70% per annum. See "Description
of Notes-Interest and
Principal Payments" and "-Fixed
Rate Notes" in the prospectus
supplement for a discussion of
the manner in which interest
on the notes will be
calculated, accrued and paid.
Optional Redemption: The notes are redeemable by Wells Fargo Finance LLC, in whole
but not in part, on the optional redemption dates, at 100%
of their principal amount plus accrued and unpaid interest to,
but excluding, the redemption date. Wells Fargo Finance LLC
will give notice to the holders of the notes at least 5 days and
not more than 30 days prior to the date fixed for redemption
in the manner described in the accompanying prospectus supplement
under "Description of Notes-Redemption and Repayment."
Optional Redemption Dates: Semi-annually on the 3
rd
day of each March and
September, commencing
September 3, 2025 and
ending March 3, 2027*.
Listing: The notes will not be
listed on any securities
exchange or automated
quotation system.
Denominations: $1,000 and any integral
multiples of $1,000
CUSIP Number: 95001HJ77
Investing in the notes involves risks not associated
with an investment in conventional debt securities.
See "Selected Risk Considerations" on page PRS-3 herein and "Risk
Factors" beginning on page S-4 of the accompanying prospectus supplement.
The notes are the unsecured obligations of Wells Fargo Finance LLC, and, accordingly, all payments are subject to credit risk.
If Wells Fargo Finance LLC, as issuer, and Wells Fargo & Company, as guarantor, default on their obligations, you could lose
some or all of your investment. The notes are not savings accounts, deposits or other obligations of a depository institution
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 notes or passed upon
the accuracy or adequacy of this pricing supplement or the accompanying prospectus
supplement and prospectus. Any representation to the contrary is a criminal offense.
Original Offering Price Agent Discount Proceeds to Wells Fargo Finance LLC
(1) (2)
Per Note $1,000.00 $2.50 $997.50
Total $17,823,000.00 $5,135.00 $17,817,865.00
(1) The original offering price for an eligible
institutional investor and an investor
purchasing the notes in a fee-based advisory
account will vary based on then-current market
conditions and the negotiated price determined
at the time of each sale; provided,
however, the original offering price for
such investors will not be less than $997.50
per note and will not be more than $1,000
per note. The original offering price for
such investors reflects a foregone selling
concession with respect to such sales as
described in footnote (2) below. The total
offering price in the table above assumes
an original offering price of $1,000 per
note for each note sold in this offering.
(2) The agent will receive an agent discount of up to $2.50 per note,
and from such agent discount will allow selected dealers a selling
concession of up to $2.50 per note depending on market conditions
that are relevant to the value of the notes at the time an order to
purchase the notes is submitted to the agent. Dealers who purchase the
notes for sales to eligible institutional investors and fee-based
advisory accounts may forgo some or all selling concessions. The per
note agent discount in the table above represents the maximum agent
discount payable per note. The total agent discount in the table above
gives effect to the actual proceeds to Wells Fargo. See "Supplemental
Plan of Distribution (Conflicts of Interest)" in the prospectus
supplement for further information including information regarding
how we may hedge our obligations under the notes and offering expenses.
Wells Fargo Securities, LLC, an affiliate of Wells Fargo Finance
LLC and a wholly owned subsidiary of Wells Fargo & Company, is the
agent for the distribution of the notes and is acting as principal.
Wells Fargo Securities
ADDITIONAL INFORMATION ABOUT THE ISSUER, THE GUARANTOR AND THE NOTES
The notes are senior unsecured debt securities of Wells Fargo Finance LLC and
are part of a series entitled "Medium-Term Notes, Series A." The paying agent
and security registrar for the notes is Computershare Trust Company, N.A.
All payments on the notes are fully and unconditionally guaranteed by Wells
Fargo & Company, as guarantor. All payments on the notes are subject to credit
risk.
You should read this pricing supplement together with the prospectus
supplement dated April 27, 2023 and the prospectus dated April 27, 2023 for
additional information about the notes. To the extent that disclosure in this
pricing supplement is inconsistent with the disclosure in the prospectus
supplement or prospectus, the disclosure in this pricing supplement will
control. Certain defined terms used but not defined herein have the meanings
set forth in the prospectus supplement.
When we refer to "
we
," "
us
" or "
our
" in this pricing supplement, we refer only to Wells Fargo Finance LLC and not
to any of its affiliates, including Wells Fargo & Company.
You may access the prospectus supplement and prospectus on the SEC website
i
www.sec.gov as follows (or if such address has changed, by reviewing our
filings for the relevant date on the SEC website):
Prospectus Supplement dated April 27, 2023:
sec.gov/Archives/edgar/data/1738143/000183988223010807/seriesa-424b2_042723.htm
Prospectus dated April 27, 2023:
https://www.sec.gov/Archives/edgar/data/72971/000183988223010799/wf_424b2-0427.h
tm
PRS-
2
SELECTED RISK CONSIDERATIONS
Your investment in the notes will involve risks not associated with an
investment in conventional debt securities. You should carefully consider the
risk factors set forth below and the "Risk Factors" section of the
accompanying prospectus supplement as well as the other information contained
in the prospectus supplement and prospectus, including the documents they
incorporate by reference. You should reach an investment decision only after
you have carefully considered with your advisors the appropriateness of an
investment in the notes in light of your particular circumstances.
Risks Relating To The Notes Generally
The Amount Of Interest You Receive May Be Less Than The Return You Could Earn
On Other Investments.
Interest rates may change significantly over the term of the notes, and it is
impossible to predict what interest rates will be at any point in the future.
The interest rate payable on the notes may be more or less than prevailing
market interest rates at any time during the term of the notes. As a result,
the amount of interest you receive on the notes may be less than the return
you could earn on other investments.
The Per Annum Interest Rate Will Affect Our Decision To Redeem The Notes.
It is more likely that we will redeem the notes prior to the stated maturity
date during periods when the remaining interest is to accrue on the notes at a
rate that is greater than that which we would pay on a conventional fixed-rate
non-redeemable note of comparable maturity. If we redeem the notes prior to
the stated maturity date, you may not be able to invest in other notes that
yield as much interest as the notes.
Risks Relating To An Investment In Wells Fargo Finance LLC's Debt Securities,
Including The
Notes
The Notes Are Subject To Credit Risk.
The notes are our obligations, are fully and unconditionally guaranteed by the
Guarantor and are not, either directly or indirectly, an obligation of any
other third party. Any amounts payable under the notes are subject to
creditworthiness. As a result, our and the Guarantor's actual and perceived
creditworthiness may affect the value of the notes and, in the event we and
the Guarantor were to default on the obligations under the notes and the
guarantee, you may not receive any amounts owed to you under the terms of the
notes.
As A Finance Subsidiary, We Have No Independent Operations And Will Have No
Independent Assets.
As a finance subsidiary, we have no independent operations beyond the issuance
and administration of our securities and will have no independent assets
available for distributions to the holders of our securities, including the
notes, if they make claims in respect of such securities in a bankruptcy,
resolution or similar proceeding. Accordingly, any recoveries by such holders
will be limited to those available under the related guarantee by the
Guarantor and that guarantee will rank
pari passu
with all other unsecured, unsubordinated obligations of the Guarantor. Holders
will have recourse only to a single claim against the Guarantor and its assets
under the guarantee. Holders of the notes should accordingly assume that in
any such proceedings they would not have any priority over and should be
treated
pari
passu
with the claims of other unsecured, unsubordinated creditors of the Guarantor,
including holders of unsecured, unsubordinated debt securities issued by the
Guarantor.
Holders Of The Notes Have Limited Rights Of Acceleration.
Holders Of The Notes Could Be At Greater Risk For Being Structurally
Subordinated If Either We Or The Guarantor Conveys, Transfers Or Leases All Or
Substantially All Of Our Or Its Assets To One Or More Of The Guarantor's
Subsidiaries.
PRS-
3
The Notes Will Not Have The Benefit Of Any Cross-Default Or Cross-Acceleration
With Other Indebtedness Of The Guarantor; Events Of Bankruptcy, Insolvency,
Receivership Or Liquidation Relating To The Guarantor And Failure By The
Guarantor To Perform Any Of Its Covenants Or Warranties (Other Than A Payment
Default Under The Guarantee) Will Not Constitute An Event Of Default With
Respect To The Notes.
Risks Relating To The Value Of The Notes And Any Secondary Market
The Agent Discount, Offering Expenses And Certain Hedging Costs Are Likely To
Adversely Affect The Price At Which You Can Sell Your Notes.
Assuming no changes in market conditions or any other relevant factors, the
price, if any, at which you may be able to sell the notes will likely be lower
than the original offering price. The original offering price includes, and
any price quoted to you is likely to exclude, the agent discount paid in
connection with the initial distribution, offering expenses and the projected
profit that our hedge counterparty (which may be one of our affiliates)
expects to realize in consideration for assuming the risks inherent in hedging
our obligations under the notes. In addition, any such price is also likely to
reflect dealer discounts, mark-ups and other transaction costs, such as a
discount to account for costs associated with establishing or unwinding any
related hedge transaction. The price at which the agent or any other potential
buyer may be willing to buy your notes will also be affected by the interest
rate provided by the notes and by the market and other conditions discussed in
the next risk factor.
The Value Of The Notes Prior To Stated Maturity Will Be Affected By Numerous
Factors, Some Of Which Are Related In Complex Ways.
The value of the notes prior to stated maturity will be affected by interest
rates at that time and a number of other factors, some of which are
interrelated in complex ways. The effect of any one factor may be offset or
magnified by the effect of another factor. The following factors, among
others, are expected to affect the value of the notes. When we refer to the "
value
" of your note, we mean the value that you could receive for your note if you
are able to sell it in the open market before the stated maturity date.
Interest Rates
. The value of the notes may be affected by changes in the
interest rates in the U.S. markets.
Creditworthiness
. Actual or anticipated changes in our and the Guarantor's
creditworthiness may affect the value of the notes. However, because the
return on the notes is dependent upon factors in addition to our ability to
pay our obligations under the notes and the Guarantor's ability to pay its
obligations under the guarantee, such as whether we exercise our option to
redeem the notes, an improvement in our and the Guarantor's creditworthiness
will not reduce the other investment risks related to the notes.
The Notes Will Not Be Listed On Any Securities Exchange And We Do Not Expect A
Trading Market For The Notes To Develop.
The notes will not be listed or displayed on any securities exchange or any
automated quotation system. Although the agent and/or its affiliates may
purchase the notes from holders, they are not obligated to do so and are not
required to make a market for the notes. There can be no assurance that a
secondary market will develop. Because we do not expect that any market makers
will participate in a secondary market for the notes, the price at which you
may be able to sell your notes is likely to depend on the price, if any, at
which the agent is willing to buy your notes.
If a secondary market does exist, it may be limited. Accordingly, there may be
a limited number of buyers if you decide to sell your notes prior to stated
maturity. This may affect the price you receive upon such sale. Consequently,
you should be willing to hold the notes to stated maturity.
Risk Relating To Conflicts Of Interest
A Dealer Participating In The Offering Of The Notes Or Its Affiliates May
Realize Hedging Profits Projected By Its Proprietary Pricing Models In
Addition To Any Selling Concession, Creating A Further Incentive For The
Participating Dealer To Sell The Notes To You.
If any dealer participating in the offering of the notes, which we refer to as
a "participating dealer," or any of its affiliates conducts hedging activities
for us in connection with the notes, that participating dealer or its
affiliates will expect to realize a projected profit from such hedging
activities, if any, and this projected hedging profit will be in
PRS-
4
addition to any concession that the participating dealer realizes for the sale
of the notes to you. This additional projected profit may create a further
incentive for the participating dealer to sell the notes to you.
PRS-
5
UNITED STATES FEDERAL TAX CONSIDERATIONS
The following is a discussion of the material U.S. federal income and certain
estate tax consequences of the ownership and disposition of the notes. It
applies to you only if you purchase a note for cash in the initial offering at
the "
issue price
," which is the first price at which a substantial amount of the notes is sold
to the public (not including sales to bond houses, brokers or similar persons
or organizations acting in the capacity of underwriters, placement agents or
wholesalers), and hold it as a capital asset within the meaning of Section
1221 of the Internal Revenue Code of 1986, as amended (the "
Code
"). If you are a purchaser of notes at another time or price you should
consult your tax advisor regarding the U.S. federal tax consequences to you of
the ownership and disposition of the notes. This discussion does not address
all of the tax consequences that may be relevant to you in light of your
particular circumstances or if you are a holder subject to special rules, such
as:
a financial institution;
a regulated investment company;
a real estate investment trust;
a tax-exempt entity, including an "individual retirement account" or "Roth IRA";
a dealer or trader subject to a mark-to-market method of tax accounting with
respect to the notes;
a person holding a note as part of a "straddle" or conversion transaction or
one who enters into a "constructive sale" with respect to a note;
a person subject to special tax accounting rules under Section 451(b) of the
Code;
a U.S. holder (as defined below) whose functional currency is not the U.S.
dollar; or
an entity classified as a partnership for U.S. federal income tax purposes.
If an entity that is classified as a partnership for U.S. federal income tax
purposes holds the notes, the U.S. federal income tax treatment of a partner
will generally depend on the status of the partner and the activities of the
partnership. If you are a partnership holding the notes or a partner in such a
partnership, you should consult your tax advisor as to the particular U.S.
federal tax consequences of holding and disposing of the notes to you.
This discussion is based on the Code, administrative pronouncements, judicial
decisions and final, temporary and proposed Treasury regulations, all as of
the date hereof, changes to any of which subsequent to the date hereof may
affect the tax consequences described herein, possibly with retroactive
effect. This discussion does not address the effects of any applicable state,
local or non-U.S. tax laws or the potential application of the Medicare tax or
the alternative minimum tax. You should consult your tax advisor about the
application of the U.S. federal income and estate tax laws to your particular
situation, as well as any tax consequences arising under the laws of any
state, local or non-U.S. jurisdiction.
General
In the opinion of our counsel, Davis Polk & Wardwell LLP, the notes will be
treated as debt instruments for U.S. federal income tax purposes. Based on
representations provided by us, the issue price of the notes for U.S. federal
income tax purposes should be equal to their stated principal amount and
therefore the notes should not be treated as issued with original issue
discount. The remaining discussion is based on this treatment.
Tax Consequences to U.S. Holders
This section applies only to U.S. holders. You are a "
U.S. holder
" if you are a beneficial owner of a note that is, for U.S. federal income tax
purposes:
a citizen or individual resident of the United States;
a corporation created or organized in or under the laws of the United States,
any state therein or the District of Columbia; or
an estate or trust the income of which is subject to U.S. federal income
taxation regardless of its source.
PRS-
6
Payments of Interest.
Stated interest paid on a note will be taxable to you as ordinary interest
income at the time it accrues or is received in accordance with your method of
accounting for U.S. federal income tax purposes.
Taxable Disposition of a Note.
Upon a "taxable disposition" (including a sale, exchange or retirement) of a
note, you will recognize capital gain or loss equal to the difference between
the amount received (other than amounts received in respect of accrued
interest, which will be treated as described under "-Payments of Interest")
and your adjusted tax basis in the note. Your adjusted tax basis in a note
generally will be equal to your original purchase price for the note. Your
gain or loss generally will be long-term capital gain or loss if at the time
of the taxable disposition you held the notes for more than one year, and
short-term capital gain or loss otherwise. Long-term capital gains recognized
by non-corporate U.S. holders are generally subject to taxation at reduced
rates. Any capital loss you recognize may be subject to limitations.
Tax Consequences to Non-U.S. Holders
This section applies only to non-U.S. holders. You are a "
non-U.S. holder
" if you are a beneficial owner of a note that is, for U.S. federal income tax
purposes:
an individual who is classified as a nonresident alien;
a foreign corporation; or
a foreign estate or trust.
You are not a non-U.S. holder for purposes of this discussion if you are (i)
an individual who is present in the United States for 183 days or more in the
taxable year of disposition; (ii) a former citizen or resident of the United
States; or (iii) a person for whom income or gain in respect of the notes is
effectively connected with the conduct of a trade or business in the United
States. If you are or may become such a person during the period in which you
hold a note, you should consult your tax advisor regarding the U.S. federal
tax consequences of an investment in the notes.
Treatment of Income and Gain on the Notes.
You should not be subject to U.S. federal income or withholding tax in respect
of the notes, provided that interest on the notes qualifies as "portfolio
interest" and is not subject to withholding under the "FATCA" regime described
below. Interest on the notes should generally qualify as portfolio interest,
exempt from withholding (which for an individual non-U.S. holder is pursuant
to Section 871(h) of the Code), provided that:
you do not own, directly or by attribution, ten percent or more of the total
combined voting power of all classes of Wells Fargo & Company's stock entitled
to vote;
you are not a controlled foreign corporation related, directly or indirectly,
to Wells Fargo & Company through stock ownership;
you are not a bank receiving interest under Section 881(c)(3)(A) of the Code;
and
you provide to the applicable withholding agent an appropriate Internal
Revenue Service ("
IRS
") Form W-8 on which you certify under penalties of
perjury that you are not a U.S. person.
U.S. Federal Estate Tax
A note held by an individual non-U.S. holder who at death is not a citizen or
a resident of the United States for U.S. federal estate tax purposes generally
will not be includible in the individual's gross estate, and will be deemed
"property without the United States" under Section 2105 of the Code, for U.S.
federal estate tax purposes if, at the time of death, interest on the note
would qualify as portfolio interest exempt from withholding under Section
871(h), as described above, without regard to the certification requirement
described in the fourth bullet above under "-Treatment of Income and Gain on
the Notes."
You should consult your tax advisor regarding the U.S. federal estate tax
consequences of an investment in the notes in your particular situation.
Backup Withholding and Information Reporting
Payments on the notes as well as the proceeds of a taxable disposition of the
notes may be subject to information reporting and, if you fail to provide
certain identifying information (such as an accurate taxpayer identification
PRS-
7
number if you are a U.S. holder) or meet certain other conditions, may also be
subject to backup withholding at the rate specified in the Code. If you are a
non-U.S. holder that provides the applicable withholding agent with the
appropriate IRS Form W-8, you will generally establish an exemption from
backup withholding. Amounts withheld under the backup withholding rules are
not additional taxes and may be refunded or credited against your U.S. federal
income tax liability, provided the relevant information is timely furnished to
the IRS.
FATCA
Legislation commonly referred to as "
FATCA
" generally imposes a withholding tax of 30% on payments to certain non-U.S.
entities (including financial intermediaries) with respect to certain
financial instruments, unless various U.S. information reporting and due
diligence requirements (that are in addition to, and potentially significantly
more onerous than, the requirement to deliver an IRS Form W-8) have been
satisfied. An intergovernmental agreement between the United States and the
non-U.S. entity's jurisdiction may modify these requirements. Withholding
under these rules (if applicable) applies to payments of U.S.-source "fixed or
determinable annual or periodical" ("
FDAP
") income, which includes, among other things, interest. While existing
Treasury regulations would also require withholding on payments of gross
proceeds of the disposition (including upon retirement) of financial
instruments that provide for U.S.-source interest, the U.S. Treasury
Department has indicated in subsequent proposed regulations its intent to
eliminate this requirement. The U.S. Treasury Department has stated that
taxpayers may rely on these proposed regulations pending their finalization.
If you are a non-U.S. holder, or a U.S. holder holding notes through a
non-U.S. intermediary, you should consult your tax advisor regarding the
potential application of FATCA to the notes, including the availability of
certain refunds or credits.
The preceding discussion constitutes the full opinion of Davis Polk & Wardwell
LLP regarding the material U.S. federal tax consequences of owning and
disposing of the notes.
PRS-
8
SUPPLEMENTAL PLAN OF DISTRIBUTION
The original offering price is $1,000 per note; provided that the original
offering price for an eligible institutional investor and an investor
purchasing the notes in a fee-based advisory account will vary based on
then-current market conditions and the negotiated price determined at the time
of each sale. The original offering price for such investors will not be less
than $997.50 per note and will not be more than $1,000 per note. The original
offering price for such investors reflects a foregone selling concession with
respect to such sales as described in the next paragraph.
Wells Fargo Securities, LLC, an affiliate of Wells Fargo Finance LLC and a
wholly owned subsidiary of Wells Fargo & Company, is the agent for the
distribution of the notes. The agent may resell the notes to other securities
dealers at the original offering price of $1,000 per note less a concession
not in excess of the agent discount. Such securities dealers may include Wells
Fargo Advisors (the trade name of the retail brokerage business of our
affiliates, Wells Fargo Clearing Services, LLC and Wells Fargo Advisors
Financial Network, LLC). Wells Fargo Securities LLC will receive an agent
discount of up to $2.50 per note, and from such agent discount will allow
selected dealers a selling concession of up to $2.50 per note depending on
market conditions that are relevant to the value of the notes at the time an
order to purchase the notes is submitted to the agent. Dealers who purchase
the notes for sales to eligible institutional investors and fee-based advisory
accounts may forgo some or all selling concessions.
The agent or another affiliate of ours expects to realize hedging profits
projected by its proprietary pricing models to the extent it assumes the risks
inherent in hedging our obligations under the notes. If any dealer
participating in the distribution of the notes or any of its affiliates
conducts hedging activities for us in connection with the notes, that dealer
or its affiliate will expect to realize a profit projected by its proprietary
pricing models from such hedging activities. Any such projected profit will be
in addition to any discount or concession received in connection with the sale
of the notes to you.
PRS-
9
VALIDITY OF THE NOTES AND THE GUARANTEE
In the opinion of Davis Polk & Wardwell LLP, as special counsel to Wells Fargo
Finance LLC and Wells Fargo & Company, when the notes offered by this pricing
supplement have been executed and issued by Wells Fargo Finance LLC and
authenticated by the trustee pursuant to the indenture, and delivered against
payment as contemplated herein, such notes will be valid and binding
obligations of Wells Fargo Finance LLC and the related guarantee will
constitute a valid and binding obligation of Wells Fargo & Company, in each
case, enforceable in accordance with their terms, subject to applicable
bankruptcy, insolvency and similar laws affecting creditors' rights generally,
concepts of reasonableness and equitable principles of general applicability
(including, without limitation, concepts of good faith, fair dealing and the
lack of bad faith), provided that such counsel expresses no opinion as to (x)
the enforceability of any waiver of rights under any usury or stay law or
(y)(i) the effect of fraudulent conveyance, fraudulent transfer or similar
provision of applicable law on the conclusions expressed above or (ii) any
provision of the indenture that purports to avoid the effect of fraudulent
conveyance, fraudulent transfer or similar provision of applicable law by
limiting the amount of Wells Fargo & Company's obligation under the related
guarantee. This opinion is given as of the date hereof and is limited to the
laws of the State of New York, the General Corporation Law of the State of
Delaware and the Delaware Limited Liability Company Act. In addition, this
opinion is subject to customary assumptions about the trustee's authorization,
execution and delivery of the indenture and its authentication of the notes
and the validity, binding nature and enforceability of the indenture with
respect to the trustee, all as stated in the letter of such counsel dated
March 14, 2023, which was filed as an exhibit to the Registration Statement on
Form S-3 by Wells Fargo & Company on March 14, 2023.
PRS-
10
0000072971
0000072971
2024-09-03
2024-09-03
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
xbrli:pure
Exhibit107
CALCULATION OF FILING FEE TABLES
S-3
WELLS FARGO & COMPANY/MN
Submission Type:
424B2
EX-FILING FEES
SEC File No.
333-270532
Final Prospectus:
True
-------------------------------------------------------------------------------
The pricing supplement to which this Exhibit is attached is a final prospectus
for the related offering.
The maximum aggregate offering price of the related offering is $
17,823,000
.
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{graphic omitted}
{graphic omitted}