Welcome to our dedicated page for Wells Fargo Co SEC filings (Ticker: WFC), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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Wells Fargo & Company (WFC) filed a Post-Effective Amendment to three prior registration statements (Form S-4 No. 333-154879 and Form S-8 Nos. 333-161529 & 333-176266).
The amendment removes from registration any unissued securities tied to 18 legacy incentive and deferred-compensation plans inherited from Wachovia, A.G. Edwards, Golden West, SouthTrust and other acquired entities. In aggregate, the original registrations covered up to 499,999,000 common shares and $330 million of deferred-compensation obligations. No new securities are being registered and the underlying plans (the “Prior Plans�) will not issue additional shares or obligations.
Because the filing only deregisters unused securities, it is largely administrative and has no impact on current capital structure, earnings or guidance. The document includes updated powers of attorney and signatures from CEO Charles Scharf and other executives.
Wells Fargo (WFC) Form 4 � CEO Charles W. Scharf
Filed for 07/29/2025, the report shows no open-market trades but discloses fresh equity compensation. Scharf received 362,977 Restricted Share Rights (1 RSR = 1 common share) and 1,046,000 stock options with an $82.65 strike price. Both instruments vest in three equal tranches on 07/31/2029, 07/31/2030 and 07/31/2031 and are subject to post-retirement holding rules under Wells Fargo’s stock-ownership policy.
After the grant, the CEO’s reported holdings rise to 1,056,234 directly owned shares, 414.45 share equivalents in the 401(k) ESOP fund, and 103 shares in a trust. The option grant expires 07/29/2035. Because the awards were granted by the issuer, the filing does not signal insider buying or selling pressure; it primarily illustrates the scale and long-term nature of executive incentives.
TriMas Corp. (TRS) Form 144 filing discloses a proposed sale of 63,965 common shares—about 0.16 % of the 40.64 M shares outstanding—valued at roughly $2.24 M. The seller intends to execute the trade through Fidelity Brokerage Services on Nasdaq around 29 Jul 2025. All shares were acquired in 2021 via stock-option exercises and restricted-stock vesting; no prior sales were reported in the last three months. Form 144 is a notice, not an executed sale, but it signals potential insider liquidity activity. Given the small percentage of total shares, the transaction should have limited market impact unless accompanied by further disposals.
On 15 July 2025, Wells Fargo & Company (NYSE: WFC) filed a Form 8-K to disclose that it has released its second-quarter 2025 operating results and related investor materials.
- Exhibit 99.1: Press release announcing Q2-25 results (deemed “filed�).
- Exhibit 99.2: 2Q25 Quarterly Supplement with additional detail (deemed “filed�).
- Exhibit 99.3: Investor presentation for the earnings call (furnished, not filed).
The company will host a live conference call and webcast on 15 July 2025 to review the quarter and answer investor questions. Beyond identifying the exhibits and scheduling information, the filing supplies no quantitative financial data or guidance; investors must refer to the attached exhibits for numerical results.
This routine disclosure satisfies Item 2.02 (Results of Operations and Financial Condition) and Item 7.01 (Regulation FD) requirements and confirms availability of the materials on Wells Fargo’s investor relations website.
TEN Holdings, Inc. ("XHLD") has obtained written consent from its 64.9% majority stockholder to approve two dilutive share issuances that together exceed the 20% threshold set by Nasdaq Rule 5635(d):
- Settlement Agreement with Sunpeak Holdings Corp. ("SHC") � $4.91 million debt-for-equity swap. SHC purchased claims against the Company and is receiving shares priced at the 23-Apr-2025 closing price (subject to adjustment) plus 175,000 fee shares. Court approval under Section 3(a)(10) was obtained on 30-Apr-2025, and 5.56 million shares (including fee shares) have already been issued through 25-Jun-2025.
- Purchase Agreement (equity line) with Lincoln Park Capital � up to $20 million. Over a 24-month term beginning after an effective resale registration statement, TEN can direct Lincoln Park to buy up to 100,000�175,000 shares per draw (max $750k per draw). Pricing equals 97% of the lower of (i) the lowest trade on the draw date or (ii) the average of the three lowest closes in the prior 10 trading days. Lincoln Park received 882,145 commitment shares up-front and is barred from shorting. The Company may terminate the facility at any time.
The Board believes these “Corporate Issuances� will (i) extinguish $4.91 million of liabilities and (ii) provide flexible, discretionary access to $20 million of growth or working-capital funding. Because each transaction could result in the issuance of �20% of pre-transaction outstanding shares at below the Nasdaq “Minimum Price,� stockholder approval was required and was granted via written consent dated 08-Jul-2025.
Dilution impact: As of the 08-Jul-2025 record date, TEN had 35.1 million shares outstanding. The SHC settlement has already added ~5.6 million shares (�16%), and the Lincoln Park facility plus remaining SHC shares could add materially more, reducing existing holders� voting power. SHC’s ownership is capped at 4.99% and Lincoln Park is subject to 9.99% beneficial-ownership and per-draw dollar limits, but cumulative dilution could exceed 40% if the full $20 million is drawn at low prices.
Key terms & safeguards: default triggers under the SHC agreement if the share price falls to �$0.25 or 30-day average volume drops below 100k; no “at-the-market� or additional equity lines for 24 months; court fairness opinion under Section 3(a)(10) provides Securities Act registration exemption; no dissenter appraisal rights.
Mailing of the Information Statement starts in July 2025; the actions become effective ~20 days later (on or about Aug-2025). No further stockholder action or proxies are required.
PENGUIN SOLUTIONS, INC. � FQ3 2025 (quarter ended 30 May 2025)
The first quarterly report issued after the U.S. redomiciliation (30 Jun 2025) shows continued top-line expansion but mixed bottom-line results as the company absorbs restructuring and financing costs.
- Revenue momentum: Net sales grew 7.9 % YoY to $324.3 million (nine-month YTD +20 % to $1.03 billion). Growth was driven by product sales (+11 % YoY) while service revenue slipped 2.9 %.
- Margins: Quarterly gross margin eased 30 bp to 29.3 %. An $5.3 million goodwill impairment related to the wind-down of the Penguin Edge business pushed operating margin down to 3.0 % (vs 3.8 %).
- Earnings: GAAP net income attributable to common fell to $2.7 million (-53 % YoY). After $3.0 million preferred dividends tied to the SK Telecom $200 million convertible preferred investment, common shareholders posted a -$0.01 diluted EPS versus +$0.10 a year earlier. YTD diluted EPS improved to $0.18 (FY24 YTD: -$0.53) on higher sales and lower interest expense.
- Cash & liquidity: Cash and equivalents surged to $709.9 million (Aug-24: $383.1 million) after the SKT investment, strong operating cash flow ($183.6 million YTD) and receipt of the $28.4 million deferred payment from the SMART Brazil sale. Current ratio stands at 2.6Ă—.
- Capital structure: Total debt is stable at $659.5 million; net cash improved to ~+$50 million. $300 million TLA matures 2027; first convertible notes maturity ($20 million) in 2026.
- Shareholder returns: 2.46 million shares repurchased for $40.9 million YTD; $36.8 million remains under the $75 million January 2024 authorization.
- Corporate actions: � Completed redomiciliation to Delaware; Nasdaq ticker unchanged (PENG) effective 1 Jul 2025. � Continued wind-down of Penguin Edge expected to fully impair remaining $4.7 million goodwill by end-2025.
Outlook considerations
- Management expects positive free cash flow from the Edge wind-down but acknowledges further goodwill charges.
- Preferred dividends (6 % PIK/cash) will pressure EPS until potential conversion or redemption (earliest 2029 at company option).
- Remaining share-buyback flexibility, robust cash and lighter interest burden offer balance-sheet optionality.
PENGUIN SOLUTIONS, INC. � FQ3 2025 (quarter ended 30 May 2025)
The first quarterly report issued after the U.S. redomiciliation (30 Jun 2025) shows continued top-line expansion but mixed bottom-line results as the company absorbs restructuring and financing costs.
- Revenue momentum: Net sales grew 7.9 % YoY to $324.3 million (nine-month YTD +20 % to $1.03 billion). Growth was driven by product sales (+11 % YoY) while service revenue slipped 2.9 %.
- Margins: Quarterly gross margin eased 30 bp to 29.3 %. An $5.3 million goodwill impairment related to the wind-down of the Penguin Edge business pushed operating margin down to 3.0 % (vs 3.8 %).
- Earnings: GAAP net income attributable to common fell to $2.7 million (-53 % YoY). After $3.0 million preferred dividends tied to the SK Telecom $200 million convertible preferred investment, common shareholders posted a -$0.01 diluted EPS versus +$0.10 a year earlier. YTD diluted EPS improved to $0.18 (FY24 YTD: -$0.53) on higher sales and lower interest expense.
- Cash & liquidity: Cash and equivalents surged to $709.9 million (Aug-24: $383.1 million) after the SKT investment, strong operating cash flow ($183.6 million YTD) and receipt of the $28.4 million deferred payment from the SMART Brazil sale. Current ratio stands at 2.6Ă—.
- Capital structure: Total debt is stable at $659.5 million; net cash improved to ~+$50 million. $300 million TLA matures 2027; first convertible notes maturity ($20 million) in 2026.
- Shareholder returns: 2.46 million shares repurchased for $40.9 million YTD; $36.8 million remains under the $75 million January 2024 authorization.
- Corporate actions: � Completed redomiciliation to Delaware; Nasdaq ticker unchanged (PENG) effective 1 Jul 2025. � Continued wind-down of Penguin Edge expected to fully impair remaining $4.7 million goodwill by end-2025.
Outlook considerations
- Management expects positive free cash flow from the Edge wind-down but acknowledges further goodwill charges.
- Preferred dividends (6 % PIK/cash) will pressure EPS until potential conversion or redemption (earliest 2029 at company option).
- Remaining share-buyback flexibility, robust cash and lighter interest burden offer balance-sheet optionality.
Structure Therapeutics Inc. (GPCR) � Form 4 filing dated 07/03/2025
Chief Executive Officer and Director Raymond C. Stevens reported several equity transactions in the company’s ordinary shares and American Depositary Shares (ADSs).
- 03/01/2025 � Tax withholding: 12,495 ordinary shares (Code F) were automatically withheld at an average price of $7.9166 to satisfy tax obligations linked to a prior restricted-share-unit (RSU) vesting.
- 07/01/2025 � Performance share vesting: 89,697 ordinary shares (Code A) were credited at $0 after performance criteria on March 2024 PSUs were partially met. On the same day, 16,050 shares were withheld for taxes (Code F, $6.8366).
- 05/21/2025 � Voluntary purchase: Stevens bought 1,000 ADSs (3,000 ordinary-share equivalent) through the company’s Employee Share Purchase Plan (Code A).
Post-transaction ownership
- Direct: 1,194,830 ordinary shares and 1,000 ADSs.
- Indirect (family trust): 1,554,586 ordinary shares and 4,000 ADSs.
The filing indicates continued equity accumulation by the CEO, with the majority of new shares originating from performance-based awards. Disposals were administrative (tax withholding) rather than discretionary sales, limiting negative interpretation.
Wells Fargo & Company (WFC) � Form 4 insider filing
Director Ronald Sargent reported one routine transaction dated 1 Jul 2025. He acquired 490.8578 phantom stock units at a reference price of $81.49 under the company’s deferred-compensation plan (transaction code A). Each unit is economically equivalent to one share of common stock. After the purchase, the director directly owns 67,695.7607 phantom stock units and 81 common shares, plus 18,050 common shares held indirectly through a revocable trust. No derivative sales or option exercises were disclosed. The filing reflects ongoing equity-based compensation and does not signal any operational or strategic change for Wells Fargo.