Form 424B2 WELLS FARGO & COMPANY/MN

$

April     , 2023

April     , 2023 (T+5)

April     , 2034; 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.

At our option, we may redeem the notes (i) in whole, but not in part, on April , 2033 (the “First Par Call Date”) or (ii) in whole at any time or in part from time to time, on or after January     , 2034, 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 May     , 2024 and ending on and including April     , 2033.

The “Make-Whole Spread” is     %.

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.

    %, plus accrued interest, if any, from April     , 2023

    %

    %, plus accrued interest, if any, from April     , 2023

$

The notes will bear interest at a fixed rate from April     , 2023 to, but excluding, April     , 2033 (the “Fixed Rate Period”) and, if not previously redeemed, at a floating rate from, and including, April     , 2033 to, but excluding, maturity (the “Floating Rate Period”).

Fixed Rate Terms

See “Description of Debt Securities—Interest and Principal Payments” and “—Fixed Rate Debt Securities” in the accompanying prospectus for additional information.

    %

Each April     and October    , commencing October     , 2023 and ending April     , 2033

UST     % due

    %

+     basis points

    %

Floating Rate Terms

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.

Compounded SOFR

+     basis points

0% per annum

Each January     , April     , July      and October     , commencing July     , 2033, and at maturity.

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.

None

Wells Fargo Securities, LLC                                                                                 $

Total:                                                                                                              $

Supplemental Plan of

Distribution:

On April     , 2023, we agreed to sell to the Agents, and the Agents agreed to purchase, the notes at a purchase price of     %, plus accrued interest, if any, from April     , 2023. The purchase price equals the issue price of     % less a discount of     % of the principal amount of the notes.

In the opinion of Faegre Drinker Biddle & Reath LLP, the notes should be considered variable rate debt securities that provide for stated interest at a fixed rate in addition to a qualified floating rate. See “United States Federal Income Tax Considerations—U.S. Federal Income Taxation of U.S. Holders—Debt Securities—Variable Rate Debt Securities” in the accompanying prospectus. Notwithstanding that we expect that the notes will be issued at par, under rules governing notes with a fixed rate in addition to a qualified floating rate, it is possible that the notes could be issued with OID. Whether the notes are issued with OID will be determined at the time of issue. Information regarding the determination of the amount of OID, if any, on the notes may be obtained by submitting a written request to Wells Fargo Bank, National Association, Treasury Funding Desk, N9310-060, 550 South Fourth Street, Minneapolis, MN 55415-1529.

Additional tax considerations are discussed under “United States Federal Income Tax Considerations” in the accompanying prospectus.

Computershare Trust Company, N.A. as agent and attorney-in-fact for Wells Fargo Bank, National Association

CUSIP:

95000U3D3