Form of Medium-Term Notes, Series S





 Exhibit 4.6 

[Face of Note] 

Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation
(“DTC”), to the Company or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as requested by an authorized representative
of DTC (and any payment is made to Cede & Co. or such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein. 
  

	 CUSIP NO. 94988U516 
	
PRINCIPAL AMOUNT: $                   
      


 REGISTERED NO.      

WELLS FARGO & COMPANY 

MEDIUM-TERM NOTE, SERIES S 

Due Nine Months or More From Date of Issue 

Market-Linked Step Up Notes Linked to the Russell 1000® Value Index 

WELLS FARGO & COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (hereinafter
called the “Company,” which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & Co., or registered assigns, an amount equal to the
Redemption Amount (as defined below), in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, on January 27, 2023 (the “Stated Maturity Date”).
This Security shall not bear any interest. 
 Any payments on this Security at Maturity will be made against presentation of
this Security at the office or agency of the Company maintained for that purpose in the City of Minneapolis, Minnesota and at any other office or agency maintained by the Company for such purpose. 

“Principal Amount” shall mean, when used with respect to this Security, the amount set forth on the face of
this Security as its “Principal Amount.” 









 Determination of Redemption Amount 

The “Redemption Amount” of this Security will equal: 

 

	 	•	 	 if the Ending Value is greater than the Step Up Value: the Principal Amount plus:



  

																							
		 		 		 		 		 		 		 		 		 		 		 	
		 		 		 		 	 	 	Principal Amount  x  	 	 	 	Ending Value – Starting Value	 	 	 		 	 	 	   ;

		 		 		 		 	 	 	 	 	 	Starting Value	 	 	 		 	 	 

  

	 	•	 	 if the Ending Value is greater than or equal to the Starting Value but is equal to or less than the Step Up
Value: the Principal Amount plus the Step Up Payment; or 


  

	 	•	 	 if the Ending Value is less than the Starting Value: the Principal Amount minus: 



 

																									
		 		 		 		 		 		 		 		 		 		 		 		 	
		 		 		 		 	 	 	Principal Amount   x  	 	Threshold Value – Ending Value	 	 	 		 		 		 		 	
		 		 		 		 	 	 	 	Starting Value	 	 	 		 		 		 		 	

 All calculations with respect to the Redemption Amount will be rounded to the nearest one hundred-thousandth,
with five one-millionths rounded upward (e.g., 0.000005 would be rounded to 0.00001); and the Redemption Amount will be rounded to the nearest cent, with one-half cent
rounded upward. 
 “Index” shall mean the Russell
1000® Value Index. 
 The “Pricing Date” shall
mean June 29, 2018. 
 The “Step Up Payment” is 38.02% of the Principal Amount. 

The “Starting Value” is 1,187.488, the Closing Level of the Index on the Pricing Date. 

The “Closing Level” of the Index on any Market Measure Business Day means the official closing level of the
Index reported by the Index Publisher on such Market Measure Business Day, subject to the provisions set forth below under “Discontinuance of the Index,” “Adjustments to the Index” and “Market Disruption Events.” 

The “Step Up Value” is 1,638.971, which is equal to 138.02% of the Starting Value, rounded to three decimal
places. 
 The “Ending Value” will be the Closing Level of the Index on the Calculation Day (as defined
below), subject to the provisions set forth below under “Market Description Events.” 
 The “Threshold
Value” is 1,187.488, which is equal to 100% of the Starting Value. 
 A “Market Measure Business
Day” means a day on which (1) the New York Stock Exchange (the “NYSE”) and The Nasdaq Stock Market, or their successors, are open for trading and (2) the Index or any Successor Index (as defined below) is
calculated and published. 

  
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 “Index Publisher” shall mean FTSE Russell. 

The “Calculation Day” is January 20, 2023, subject to the provisions set forth below under “Market
Disruption Events.” 
 “Business Day” shall mean a day, other than a Saturday or Sunday, that is
neither a legal holiday nor a day on which banking institutions are authorized or required by law or regulation to close in New York, New York. 

“Joint Calculation Agency Agreement” shall mean the Joint Calculation Agency Agreement dated as of
July 18, 2016, as amended by the letter agreement dated as of February 26, 2018, each between the Company and the Calculation Agents, and each as may be further amended from time to time. 

“Calculation Agents” shall mean the Persons that have entered into the Joint Calculation Agency Agreement
with the Company providing for, among other things, the determination of the Ending Value, the Step-Up Payment and the Redemption Amount, which term shall, unless the context otherwise requires, include their
successors under such Joint Calculation Agency Agreement. The initial Calculation Agents shall be Wells Fargo Securities, LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated. Pursuant to the Joint Calculation Agency Agreement, the
Company may appoint a different Calculation Agent from time to time after the initial issuance of this Security without the consent of the Holder of this Security and without notifying the Holder of this Security. 

Adjustments to the Index 

If, after the Pricing Date, the Index Publisher makes a material change in the method of calculating the Index or in another
way that changes the Index such that it does not, in the opinion of the Calculation Agents, fairly represent the level of the Index had those changes or modifications not been made, the Calculation Agents will, at the close of business in New York,
New York, on each date that the Closing Level is to be calculated, make adjustments to the Index. Those adjustments will be made in good faith as necessary to arrive at a calculation of a level of the Index as if those changes or modifications had
not been made, and the Calculation Agents shall calculate the Closing Level of the Index, as so adjusted. 
 Discontinuance of the Index 

If, after the Pricing Date, the Index Publisher discontinues publication of the Index, and the Index Publisher or another
entity then publishes a substitute index that the Calculation Agents determine, in their sole discretion, to be comparable to the original Index (a “Successor Index”), the Calculation Agents will substitute the Successor Index as
calculated by the relevant Index Publisher or any other entity and calculate the Ending Value as described in the definition of “Ending Value” above. If the Calculation Agents select a Successor Index, the Calculation Agents will give
written notice of the selection to the Trustee, to the Company, and to the Holder hereof. 

  
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 If the Index Publisher discontinues publication of the Index before the
Calculation Day and the Calculation Agents do not select a Successor Index, then on the day that would otherwise be the Calculation Day, until the earlier to occur of: 
  

	 	•	 	 the determination of the Ending Value; and 



 

	 	•	 	 a determination by the Calculation Agents that a Successor Index is available, 



the Calculation Agents will compute a substitute level for the Index in accordance with the procedures last used to calculate the Index before
any discontinuance. The Calculation Agents will make available to the Holder hereof information regarding those levels by means of Bloomberg L.P., Thomson Reuters, a website, or any other means selected by the Calculation Agents in their reasonable
discretion. 
 If a Successor Index is selected or the Calculation Agents calculate a level as a substitute for the Index,
the Successor Index or level will be used as a substitute for all purposes, including for the purpose of determining whether a Market Disruption Event exists. 

Market Disruption Events 

“Market Disruption Event” means one or more of the following events, as determined by the Calculation Agents
in their sole discretion: 
  

	 	(A)	 the suspension of or material limitation on trading, in each case, for more than two consecutive hours of
trading, or during the one-half hour period preceding the close of trading, on the primary exchange where the securities included in the Index trade (without taking into account any extended or after-hours
trading session), in 20% or more of the securities which then compose the Index or any Successor Index; and 


  

	 	(B)	 the suspension of or material limitation on trading, in each case, for more than two consecutive hours of
trading, or during the one-half hour period preceding the close of trading, on the primary exchange that trades options contracts or futures contracts related to the Index (without taking into account any
extended or after-hours trading session), whether by reason of movements in price otherwise exceeding levels permitted by the relevant exchange or otherwise, in options contracts or futures contracts related to the Index, or any Successor Index.



 For the purpose of determining whether a Market Disruption Event has occurred: 

 

	 	1)	 a limitation on the hours in a trading day and/or number of days of trading will not constitute a Market
Disruption Event if it results from an announced change in the regular business hours of the relevant exchange; 


  

	 	2)	 a decision to permanently discontinue trading in the relevant futures or options contracts related to the
Index, or any Successor Index, will not constitute a Market Disruption Event; 



  
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	 	3)	 a suspension in trading in a futures or options contract on the Index, or any Successor Index, by a major
securities market by reason of (a) a price change violating limits set by that securities market, (b) an imbalance of orders relating to those contracts, or (c) a disparity in bid and ask quotes relating to those contracts will
constitute a suspension of or material limitation on trading in futures or options contracts related to the Index; 


  

	 	4)	 a suspension of or material limitation on trading on the relevant exchange will not include any time when that
exchange is closed for trading under ordinary circumstances; and 


  

	 	5)	 if the Index has component securities listed on the NYSE, for the purpose of clause (A) above, any
limitations on trading during significant market fluctuations under NYSE Rule 80B, or any applicable rule or regulation enacted or promulgated by the NYSE or any other self-regulatory organization or the Securities and Exchange Commission of similar
scope as determined by the Calculation Agents, will be considered “material.” 


 If the
scheduled Calculation Day is determined by the Calculation Agents not to be a Market Measure Business Day by reason of an extraordinary event, occurrence, declaration, or otherwise, or if there is a Market Disruption Event on that day, the
Calculation Day will be the immediately succeeding Market Measure Business Day during which no Market Disruption Event occurs or is continuing; provided that the Ending Value will be determined (or, if not determinable, estimated) by the Calculation
Agents in a commercially reasonable manner on a date no later than the second scheduled Market Measure Business Day prior to the Stated Maturity Date, regardless of the occurrence of a Market Disruption Event on that day. 

Calculation Agent 

The Calculation Agents have the sole discretion to make all determinations regarding this Security as described in this
Security, including determinations regarding the Starting Value, the Step Up Value, the Threshold Value, the Ending Value, the Index, the Redemption Amount, the Step Up Payment, any Market Disruption Events, a Successor Index, Market Measure
Business Days, Business Days, the Calculation Day, non-Calculation Days, and determinations related to any adjustments to, or discontinuance of, the Index. Absent manifest error, all determinations of the
Calculation Agents will be conclusive for all purposes and final and binding on the Holder hereof and the Company, without any liability on the part of the Calculation Agents. 

The Company covenants that, so long as this Security is Outstanding, there shall at all times be a Calculation Agent (which
shall be a broker-dealer, bank or other financial institution) with respect to this Security. 
 Tax
Considerations 
 The Company agrees, and by acceptance of a beneficial ownership interest in this Security each
Holder of this Security will be deemed to have agreed (in the absence of a statutory, regulatory, administrative or judicial ruling to the contrary), for United States federal income tax 

  
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purposes to characterize and treat this Security as a prepaid derivative contract that is an “open transaction.” 

Redemption and Repayment 

This Security is not subject to redemption at the option of the Company or repayment at the option of the Holder hereof prior
to January 27, 2023. This Security is not entitled to any sinking fund. 
 Acceleration 

If an Event of Default, as defined in the Indenture, with respect to this Security shall occur and be continuing, the
Redemption Amount (calculated as set forth in the next sentence) of this Security may be declared due and payable in the manner and with the effect provided in the Indenture. The amount payable to the Holder hereof upon any acceleration permitted
under the Indenture will be equal to the Redemption Amount described under “Determination of Redemption Amount,” determined as if the date of acceleration were the Calculation Day. 

 
  

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions
shall for all purposes have the same effect as if set forth at this place. 
 Unless the certificate of authentication
hereon has been executed by the Trustee referred to on the reverse hereof by manual signature or its duly authorized agent under the Indenture referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose. 

  
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 IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed. 
 DATED: 
  

					
	WELLS FARGO & COMPANY
		
	By:	 	 
			
		 	Its:	 	 


  

					
	Attest:	 	 
			
		 	Its:	 	 


  

			
	 TRUSTEE’S CERTIFICATE OF

AUTHENTICATION
 This is one of the Securities of the

series designated therein described
 in the within-mentioned Indenture.

	
	 CITIBANK, N.A.,

      as Trustee

		
	By:	 	 
		 	Authorized Signature
	
	OR
	
	 WELLS FARGO BANK, N.A.,

  as Authenticating Agent for the Trustee

		
	By:	 	 
		 	Authorized Signature


  
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 [Reverse of Note] 

WELLS FARGO & COMPANY 

MEDIUM-TERM NOTE, SERIES S 

Due Nine Months or More From Date of Issue 

Market-Linked Step Up Notes Linked to the Russell 1000 ® Value Index 
 This Security is one of a duly authorized issue of
securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an indenture dated as of February 21, 2017, as amended or supplemented from time to time (herein called the
“Indenture”), between the Company and Citibank, N.A., as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities, and of the terms upon which the Securities are, and are
to be, authenticated and delivered. This Security is one of the series of the Securities designated as Medium-Term Notes, Series S, of the Company. The amount payable on the Securities of this series may be determined by reference to the performance
of one or more equity-, commodity- or currency-based indices, exchange traded funds, securities, commodities, currencies, statistical measures of economic or financial performance, or a basket comprised of two or more of the foregoing, or any other
market measure or may bear interest at a fixed rate or a floating rate. The Securities of this series may mature at different times, be redeemable at different times or not at all, be repayable at the option of the Holder at different times or not
at all and be denominated in different currencies. 
 The Securities are issuable only in registered form without coupons
and will be either (a) book-entry securities represented by one or more Global Securities recorded in the book-entry system maintained by the Depositary or
(b) certificated securities issued to and registered in the names of, the beneficial owners or their nominees. 
 The
Company agrees, to the extent permitted by law, not to voluntarily claim the benefits of any laws concerning usurious rates of interest against a Holder of this Security. 

Modification and Waivers 

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights
and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the
Securities at the time Outstanding of all series to be affected, acting together as a class. The Indenture also contains provisions permitting the Holders of a majority in principal amount of the Securities of all series at the time Outstanding
affected by certain provisions of the Indenture, acting together as a class, on 

  
 8 










 
behalf of the Holders of all Securities of such series, to waive compliance by the Company with those provisions of the Indenture. Certain past defaults under the Indenture and their consequences
may be waived under the Indenture by the Holders of a majority in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series. Solely for the purpose of determining whether any
consent, waiver, notice or other action or Act to be taken or given by the Holders of Securities pursuant to the Indenture has been given or taken by the Holders of Outstanding Securities in the requisite aggregate principal amount, the principal
amount of this Security will be deemed to be equal to the amount set forth on the face hereof as the “Principal Amount” hereof. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. 

Defeasance 

Section 403 and Article Fifteen of the Indenture and the provisions of clause (ii) of Section 401(1)(B) of the
Indenture, relating to defeasance at any time of (a) the entire indebtedness on this Security and (b) certain restrictive covenants, upon compliance by the Company with certain conditions set forth therein, shall not apply to this
Security. The remaining provisions of Section 401 of the Indenture shall apply to this Security. 
 Authorized Denominations 

This Security is issuable only in registered form without coupons in denominations of $10 or any amount in excess thereof
which is an integral multiple of $10. 
 Registration of Transfer 

Upon due presentment for registration of transfer of this Security at the office or agency of the Company in the City of
Minneapolis, Minnesota, a new Security or Securities of this series, with the same terms as this Security, in authorized denominations for an equal aggregate Principal Amount will be issued to the transferee in exchange herefor, as provided in the
Indenture and subject to the limitations provided therein and to the limitations described below, without charge except for any tax or other governmental charge imposed in connection therewith. 

This Security is exchangeable for definitive Securities in registered form only if (x) the Depositary notifies the
Company that it is unwilling or unable to continue as Depositary for this Security or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and a successor depositary is not
appointed within 90 days after the Company receives such notice or becomes aware of such ineligibility, (y) the Company in its sole discretion determines that this Security shall be exchangeable for definitive Securities in registered form
and notifies the Trustee thereof or (z) an Event of Default with respect to the Securities represented hereby has occurred and is continuing. If this Security is exchangeable pursuant to the preceding sentence, it shall be exchangeable for
definitive Securities in registered form, having the same date of issuance, Stated Maturity Date and other terms and of authorized denominations aggregating a like amount. 

  
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 This Security may not be transferred except as a whole by the Depositary to
a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor of the Depositary or a nominee of such successor. Except as provided above,
owners of beneficial interests in this Global Security will not be entitled to receive physical delivery of Securities in definitive form and will not be considered the Holders hereof for any purpose under the Indenture. 

Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the
contrary. 
 Obligation of the Company Absolute 

No reference herein to the Indenture and no provision of this Security or the Indenture shall alter or impair the obligation
of the Company, which is absolute and unconditional, to pay the Redemption Amount at the times, place and rate, and in the coin or currency, herein prescribed, except as otherwise provided in this Security. 

No Personal Recourse 

No recourse shall be had for the payment of the Redemption Amount, or for any claim based hereon, or otherwise in respect
hereof, or based on or in respect of the Indenture or any indenture supplemental thereto, against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or any successor corporation, whether by virtue of
any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issuance hereof, expressly waived and released.

 Defined Terms 

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture
unless otherwise defined in this Security. 
 Governing Law 

This Security shall be governed by and construed in accordance with the law of the State of New York, without regard to
principles of conflicts of laws. 

  
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 ABBREVIATIONS 

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they
were written out in full according to applicable laws or regulations: 
  

					
	 TEN COM
	 	  -- 
	 	 as tenants in common

			
	 TEN ENT
	 	  -- 
	 	 as tenants by the entireties

			
	 JT TEN
	 	  -- 
	 	 as joint tenants with right

of survivorship and not
 as
tenants in common


  

							
	 UNIF GIFT MIN ACT -- 
	 	 	 	 Custodian
	 	 
		 	(Cust)	 		 	(Minor)

  

	
	Under Uniform Gifts to Minors Act
	
	   

	(State)

 Additional abbreviations may also be used though not in the above list. 

FOR VALUE RECEIVED, the undersigned hereby sell(s) and transfer(s) unto 

 

	
	 Please Insert Social Security or
 Other
Identifying Number of Assignee

	
	   


  
  

 
  
  

 
 (PLEASE
PRINT OR TYPE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE)


  
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 the within Security of WELLS FARGO & COMPANY and does hereby irrevocably constitute
and appoint                                      attorney to
transfer the said Security on the books of the Company, with full power of substitution in the premises. 
 Dated:
                                         
        
  

	
	   



  

	
	   



 NOTICE: The signature to this assignment must correspond with the name as written upon the face of the
within instrument in every particular, without alteration or enlargement or any change whatever. 

  
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