Penguin Solutions Reports Inducement Grants Under Nasdaq Listing Rule 5635(c)(4)

The performance-based awards can earn between 0% and 200% of target, depending on relative stockholder return and continued service.

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FREMONT, Calif.--(BUSINESS WIRE)-- Penguin Solutions, Inc. (Nasdaq: PENG) (“Penguin Solutions” or the “Company”) today announced the grant of inducement equity awards to its new Senior Vice President and Chief Financial Officer, Stephen Cumming, in connection with the commencement of his employment with the Company on October 6, 2026. On that date, pursuant to approval by the independent Compensation Committee of the Board of Directors of the Company (the “Committee”), the Company granted to Mr. Cumming time-based restricted stock units with respect to 33,502 shares of Common Stock of the Company (the “RSUs”) and performance-based restricted stock units with respect to 48,818 shares of Common Stock of the Company at the target level of performance (the “PSUs”).

The awards were granted to Mr. Cumming as inducements material to his entering into employment with the Company in accordance with Rule 5635(c)(4) of the Nasdaq Listing Rules. The awards were granted under the Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan (the “2021 Inducement Plan”), which was adopted by the Company’s Board of Directors, effective as of June 30, 2025, and which authorizes equity awards outside of the stockholder-approved Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan to provide inducements for certain individuals to enter into employment with the Company and its subsidiaries and affiliates.

The RSUs will vest over four years, with 25% vesting on October 20, 2027 and the remaining 75% vesting in equal quarterly installments thereafter, subject to Mr. Cumming’s continued service through each applicable vesting date.

The PSUs will vest, if at all, based on the Company’s total stockholder return (“TSR”) relative to the performance of the median company in the Russell 2000 Index following the end of a three-year performance period, subject to Mr. Cumming’s continued service through the date of the Committee’s certification that the Company’s TSR equals or exceeds the applicable threshold level of performance. The number of shares that may be earned under the PSUs ranges from 0% of target to 200% of target.

Other terms of the awards are set forth in the 2021 Inducement Plan and the applicable award agreements covering such awards.

About Penguin Solutions

Penguin Solutions is the AI Factory Platform Company. We design, build, and manage next-generation data centers for enterprises, sovereign AI initiatives, and neocloud providers.

With deep design expertise at the intersection of data center AI infrastructure and memory solutions, our Full-Stack AI Factory Platform combines differentiated infrastructure software, advanced memory, compute systems, end-to-end services, and industry-leading partner technologies to help customers accelerate deployment, optimize token economics, and maximize the return on their AI investments.

Learn more at PenguinSolutions.com.

View source version on businesswire.com: https://www.businesswire.com/news/home/20261012585780/en/

Media Contact
Lerin O'Neill
Penguin Solutions
Corporate Communications
pr@penguinsolutions.com

Source: Penguin Solutions, Inc.

Key Terms

restricted stock units financial

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

performance-based restricted stock units financial

Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.

total stockholder return financial

Total stockholder return is the percentage gain or loss an investor would have experienced over a period from both changes in a stock’s price and any cash payouts such as dividends, assuming those payouts are reinvested in the stock. It matters because it shows the complete financial outcome of owning a share — like measuring both a house’s change in sale value and the rent you collected — and lets investors fairly compare performance across companies and time.

nasdaq listing rule 5635(c)(4) regulatory

NASDAQ Listing Rule 5635(c)(4) is a rule that requires a company to get approval from its shareholders before selling a large amount of its shares, usually over 20%. This helps protect investors by making sure the company doesn't flood the market with new shares without their say, which could lower the stock's value.