New Issue: Wells Fargo sells $5.75 billion of fixed-to-floating medium-term notes

By Mary Katherine Stinson and Cristal Cody

Lexington, Ky., Jan. 17 – Wells Fargo & Co. priced an offering of senior redeemable fixed-to-floating rate notes due in January 2030 and in January 2035 totaling $5.75 billion, according to 424B2 filings with the Securities and Exchange Commission.

The $2.75 billion of senior redeemable fixed-to-floating rate notes, series W, priced at par. Initially, they will bear interest at 5.198%, or at Treasuries plus 127 basis points.

Price talk on the tranche was in the Treasuries plus 150 bps to 155 bps area, according to a market source.

Wells Fargo also priced $3 billion of senior redeemable fixed-to-floating rate notes, series W, at par at an initial coupon of 5.499%, or at Treasuries plus 145 bps.

Talk had the notes coming in the Treasuries plus 170 bps to 175 bps area.

Beginning on Jan. 30, 2025, each series becomes callable with a make-whole premium. In the case of the 2030 notes, they will be callable during the period through Jan. 22, 2029 at a make-whole premium of 20 bps.

The 2035 notes will be callable at a make-whole spread of 25 bps through Jan. 22, 2034.

One year before each maturity date, the notes are callable at par. Then, the notes are freely callable at par starting in Dec. 22, 2029 for the notes due in 2030 and in Oct. 25, 2034 for the notes due in 2035.

For each of the notes, the initial rate will reset on the first par call dates to SOFR plus a spread of 150 bps for the 2030 notes and SOFR plus a spread of 178 bps for the 2035 notes.

Wells Fargo Securities, LLC is the sole bookrunner.

The financial services company is based in San Francisco.

Issuer:	Wells Fargo & Co.
Amount:	$5.75 billion
Issue:	Medium-term notes, series W
Bookrunner:	Wells Fargo Securities, LLC
Joint lead managers:	Academy Securities, Inc., Blaylock Van, LLC, Drexel Hamilton, LLC and Roberts & Ryan, Inc.
Senior co-managers:	American Veterans Group, PBC, AmeriVet Securities, Inc., CastleOak Securities, LP, Samuel A. Ramirez & Co., Inc., Capital One Securities, Inc., Citizens JMP Securities, LLC, Commonwealth Bank of Australia, Credit Agricole Securities (USA) Inc., Fifth Third Securities, Inc., Huntington Securities, Inc., ING Financial Markets LLC, Intesa Sanpaolo IMI Securities Corp., M&T Securities, Inc., MUFG Securities Americas, Inc., nabSecurities, LLC, Natixis Securities Americas LLC, Nordea Bank Abp, Regions Securities LLC, SMBC Nikko Securities America, Inc., Standard Chartered Bank, TD Securities (USA) LLC and Truist Securities, Inc.
Co-managers:	Cabrera Capital Markets LLC, CAVU Securities, LLC, Guzman & Co., Loop Capital Markets LLC, MFR Securities, Inc., Penserra Securities LLC, R. Seelaus & Co., LLC, Siebert Williams Shank & Co., LLC, Stern Brothers & Co. and Telsey Advisory Group LLC
Trade date:	Jan. 16
Settlement date:	Jan. 23
2030 notes
Amount:	$2.75 billion
Maturity:	Jan. 23, 2030
Coupon:	5.198% initially; resets to SOFR plus 150 bps on Jan. 23, 2029
Price:	Par
Yield:	5.198%
Spread:	Treasuries plus 127 bps
Call features:	Beginning Jan. 30, 2025 through Jan. 22, 2029 at a make-whole premium of 20 bps; at par on Jan. 23, 2029 and beginning Dec. 22, 2029
Price talk:	Treasuries plus 150 bps to 155 bps area
Cusip:	95000U3J0
2035 notes
Amount:	$3 billion
Maturity:	Jan. 23, 2035
Coupon:	5.499% initially; resets to SOFR plus 178 bps on Jan. 23, 2034
Price:	Par
Yield:	5.499%
Spread:	Treasuries plus 145 bps
Call features:	Beginning Jan. 30, 2025 through Jan. 22, 2034 at a make-whole premium of 25 bps; at par on Jan. 23, 2034 and beginning Oct. 25, 2034
Price talk:	Treasuries plus 170 bps to 175 bps area
Cusip:	95000U3K7

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