Filed
Pursuant to Rule 433
Registration Nos.
333-221324 and 333-221324-01
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Wells Fargo Finance LLC
Fully and Unconditionally
Guaranteed by Wells Fargo & Company
Market Linked Notes
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Market Linked Notes—Upside Participation to a Cap and Principal Return at Maturity
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Notes Linked to the EURO STOXX 50® Index due May 7, 2024
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Final Term Sheet to Pricing Supplement No. 180 dated October 31, 2019
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Summary
of Terms
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Issuer:
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Wells Fargo Finance LLC
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Guarantor:
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Wells Fargo & Company
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Term:
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4.5 years
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Market
Measure:
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EURO STOXX 50® Index (the
“Index”)
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Pricing
Date:
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October 31, 2019
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Issue
Date:
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November 7, 2019
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Original
Offering Price:
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$1,000 per note (100% of par)
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Maturity
Payment Amount:
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See “How the maturity payment amount is calculated” on page 3
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Stated
Maturity Date:
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May 7, 2024
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Starting Level:
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3604.41 (the closing level of the Index on the pricing date)
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Ending Level:
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The closing level of the Index on the calculation day
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Maximum
Return:
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40% of the original offering price per note ($400)
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Participation
Rate:
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100%
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Calculation
Day:
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April 30, 2024
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Calculation
Agent:
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Wells Fargo Securities, LLC (“WFS”), an affiliate of the issuer and the guarantor
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Denominations:
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$1,000 and any integral multiple of $1,000
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Agent
Discount:
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2.325%; dealers, including those using the trade name Wells Fargo Advisors (“WFA”), may
receive a selling concession of up to 2.25% and WFS will pay 0.075% of the agent’s discount to WFA as a distribution expense
fee
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CUSIP:
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95001HB26
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Description
of Terms
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Linked to the EURO STOXX 50® Index
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Potential for a positive return at maturity based on the performance of the Index from its starting level
to its ending level. The maturity payment amount will reflect the following terms:
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If the level of the Index increases:
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You will receive the original offering price plus 100% participation in the upside performance of the Index,
subject to a maximum return at maturity of 40.00% of the original offering price. As a result of the maximum return, the maximum
maturity payment amount will be $1,400.00.
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If the level of the Index decreases:
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You will receive at maturity the original offering price, but you will not receive any positive return on
your investment
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Repayment of principal at maturity regardless of Index performance (subject to issuer credit risk)
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All payments on the notes are subject to credit risk, and you will have no ability to pursue any securities
included in the Index for payment; 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
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No periodic interest payments or dividends
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No exchange listing; designed to be held to maturity
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On the date of the accompanying pricing supplement, the estimated
value of the notes is $962.16 per note. The estimated value of the notes was determined for the issuer by Wells Fargo Securities,
LLC using its proprietary pricing models. It is not an indication of actual profit to the issuer or to Wells Fargo Securities,
LLC or any of the issuer’s other affiliates, nor is it an indication of the price, if any, at which Wells Fargo Securities,
LLC or any other person may be willing to buy the notes from you at any time after issuance. See “Estimated Value of the
Notes” in the accompanying pricing supplement.
The notes have complex features and investing
in the notes involves risks not associated with an investment in conventional debt securities. See “Selected Risk Considerations”
in this term sheet and “Risk Factors” in the accompanying pricing supplement.
This final term sheet should be read in conjunction with
the accompanying pricing supplement, market measure supplement, prospectus supplement and prospectus.
NOT A BANK DEPOSIT AND NOT INSURED OR GUARANTEED BY THE FDIC
OR ANY OTHER GOVERNMENTAL AGENCY
Hypothetical Payout Profile
The profile to the right is based on a maximum return
of 40.00% or $400.00 per $1,000 note, and a participation rate of 100%.
This graph has been prepared for purposes of illustration
only. Your actual return will depend on the actual ending level and whether you hold your notes to maturity.
Hypothetical Returns
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Hypothetical
ending level
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Hypothetical
percentage change
from the hypothetical
starting level to the
hypothetical ending level
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Hypothetical
maturity payment
amount
payable at
stated maturity
per note
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Hypothetical
pre-tax total
rate of return
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175.00
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75.00%
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$1,400.00
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40.00%
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150.00
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50.00%
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$1,400.00
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40.00%
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145.00
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45.00%
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$1,400.00
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40.00%
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140.00
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40.00%
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$1,400.00
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40.00%
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130.00
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30.00%
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$1,300.00
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30.00%
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120.00
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20.00%
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$1,200.00
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20.00%
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110.00
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10.00%
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$1,100.00
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10.00%
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105.00
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5.00%
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$1,050.00
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5.00%
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100.00(1)
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0.00%
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$1,000.00
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0.00%
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95.00
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-5.00%
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$1,000.00
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0.00%
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90.00
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-10.00%
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$1,000.00
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0.00%
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85.00
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-15.00%
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$1,000.00
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0.00%
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80.00
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-20.00%
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$1,000.00
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0.00%
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75.00
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-25.00%
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$1,000.00
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0.00%
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50.00
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-50.00%
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$1,000.00
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0.00%
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25.00
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-75.00%
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$1,000.00
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0.00%
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Each note has an original offering price of $1,000.
(1) The hypothetical starting level of
100.00 has been chosen for illustrative purposes only and does not represent the actual starting level. The actual starting level
is set forth under “Summary of Terms” above. For historical data regarding the actual closing levels of the Index,
see the historical information set forth under the section titled “The EURO STOXX 50® Index” in the
accompanying pricing supplement.
The above figures are for purposes of illustration only and
may have been rounded for ease of analysis. The actual amount you receive at stated maturity and the resulting pre-tax rate of
return will depend on the actual starting level and ending level.
How The Maturity Payment Amount Is Calculated
On the stated maturity date, you will receive a cash payment per
note equal to the maturity payment amount. The maturity payment amount per note will equal:
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If
the ending level is greater than the starting level: $1,000 plus the lesser of:
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(i)
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(ii)
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the maximum return;
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If the ending level is less
than or equal to the starting level: $1,000
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Selected Risk Considerations
The risks set forth below are discussed in detail
in the “Risk Factors” section in the accompanying pricing supplement. Please review those risk disclosures carefully.
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You May Not Receive Any Positive Return On The Notes.
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Your Return Will Be Limited To The Maximum Return And May
Be Lower Than The Return On A Direct Investment In The Index.
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You Will Be Required To Recognize Taxable Income On The
Notes Prior To Maturity.
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The Notes Are Subject To Credit Risk.
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As A Finance Subsidiary, The Issuer Has No Independent
Operations And Will Have No Independent Assets.
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Holders Of The Notes Have Limited Rights Of Acceleration.
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Holders Of The Notes Could Be At Greater Risk For Being
Structurally Subordinated If Either The Issuer Or The Guarantor Conveys, Transfers Or Leases All Or Substantially All Of The Issuer’s
Or The Guarantor’s Assets To One Or More Of The Guarantor’s Subsidiaries.
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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.
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The Estimated Value Of The Notes On The Pricing Date, Based
On Wells Fargo Securities, LLC’s Proprietary Pricing Models, Is Less Than The Original Offering Price.
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The Estimated Value Of The Notes Is Determined By The Issuer’s
Affiliate’s Pricing Models, Which May Differ From Those Of Other Dealers.
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The Estimated Value Of The Notes Is Not An Indication Of
The Price, If Any, At Which Wells Fargo Securities, LLC Or Any Other Person May Be Willing To Buy The Notes From You In The Secondary
Market.
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The Value Of The Notes Prior To Stated Maturity Will Be
Affected By Numerous Factors, Some Of Which Are Related In Complex Ways.
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The Notes Will Not Be Listed On Any Securities Exchange
And The Issuer Does Not Expect A Trading Market For The Notes To Develop.
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Your Return On The Notes Could Be Less Than If You Owned
The Securities Included In The Index.
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Historical Levels Of The Index Should Not Be Taken As An
Indication Of The Future Performance Of The Index During The Term Of The Notes.
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Changes That Affect The Index
May Adversely Affect The Value Of The Notes And The Maturity Payment Amount You Will Receive At Maturity.
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The Issuer Cannot Control
Actions By Any Of The Unaffiliated Companies Whose Securities Are Included In The Index.
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The Issuer And Its Affiliates
Have No Affiliation With The Index Sponsor And Have Not Independently Verified Its Public
Disclosure Of Information.
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An Investment In The Notes Is Subject To Risks Associated
With Foreign Securities Markets.
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The Stated Maturity Date May Be Postponed If The Calculation
Day Is Postponed.
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The Issuer’s And The Guarantor’s Economic Interests
And Those Of Any Dealer Participating In The Offering Are Potentially Adverse To Your Interests.
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The calculation agent is the Issuer’s affiliate and
may be required to make discretionary judgments that affect the return you receive on the notes.
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The estimated value of the notes was calculated by the
Issuer’s affiliate and is therefore not an independent third-party valuation.
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Research reports by the Issuer’s affiliates or any
participating dealer or its affiliates may be inconsistent with an investment in the notes and may adversely affect the level of
the Index.
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Business activities of the Issuer’s affiliates or
any participating dealer or its affiliates with the companies whose securities are included in the Index may adversely affect the
level of the Index.
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Hedging activities by the Issuer’s affiliates or
any participating dealer or its affiliates may adversely affect the level of the Index.
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Trading activities by the Issuer’s affiliates or
any participating dealer or its affiliates may adversely affect the level of the Index.
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A participating dealer or its affiliates may realize hedging
profits projected by its proprietary pricing models in addition to any selling concession and/or distribution expense fee, creating
a further incentive for the participating dealer to sell the notes to you.
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Not suitable for all investors
Investment suitability must be determined individually
for each investor. The notes described herein are not a suitable investment for all investors. In particular, no investor should
purchase the notes unless they understand and are able to bear the associated market, liquidity and yield risks. Unless market
conditions and other relevant factors change significantly in your favor, a sale of the notes prior to maturity is likely to result
in sale proceeds that are substantially less than the original offering price per note. Wells Fargo Securities, LLC and its affiliates
are not obligated to purchase the notes from you at any time prior to maturity.
The issuer and the guarantor have filed a registration statement
(including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read
the prospectus in that registration statement and other documents that the issuer and the guarantor have filed with the SEC for
more complete information about the issuer, the guarantor and this offering. You may get these documents for free by visiting EDGAR
on the SEC website at www.sec.gov. Alternatively, the issuer, the guarantor, any underwriter or
any dealer participating in the offering will arrange to send you the prospectus if you request it by calling your financial advisor
or by calling Wells Fargo Securities at 866-346-7732.
Not a research report
This material was prepared by Wells Fargo Securities, LLC,
a registered broker-dealer and separate non-bank affiliate of Wells Fargo
Finance LLC and Wells Fargo & Company. This material
is not a product of Wells Fargo Finance LLC, Wells Fargo & Company or Wells Fargo Securities, LLC research departments.
Consult your tax advisor
Investors should review carefully the accompanying pricing
supplement, market measure supplement, prospectus supplement and prospectus and consult their tax advisors regarding the application
of the U.S. federal tax laws to their particular circumstances, as well as any tax consequences arising under the laws of any state,
local or non-U.S. jurisdiction.
The EURO STOXX 50® is
the intellectual property (including registered trademarks) of STOXX Limited (“STOXX”), Zurich, Switzerland and/or
its licensors (“Licensors”), which is used under license.
Wells Fargo Advisors is a trade name used by Wells Fargo
Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC, members SIPC, separate registered broker-dealers and non-bank
affiliates of Wells Fargo Finance LLC and Wells Fargo & Company.