Welcome to our dedicated page for Penguin Solutions SEC filings (Ticker: PENG), 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.
The Penguin Solutions, Inc. (PENG) SEC filings page on Stock Titan provides access to the company’s regulatory disclosures as filed with the U.S. Securities and Exchange Commission. As a Delaware corporation listed on Nasdaq, Penguin Solutions submits periodic and current reports that describe its financial performance, risk factors, and significant corporate events across its Advanced Computing, Integrated Memory, and Optimized LED segments.
Among the filings available are current reports on Form 8-K. For example, Penguin Solutions filed an 8-K describing the release of financial results for a fiscal period and noting that the company refers to non-GAAP financial information in its earnings materials, with reconciliations to GAAP included in the associated press release. The same 8-K also reports that the Audit Committee of the Board of Directors approved a stock repurchase authorization, allowing the company to repurchase shares of its common stock through open market purchases, privately negotiated transactions, or other methods, subject to market conditions and corporate needs.
In addition to current reports, investors can consult Penguin Solutions’ annual reports on Form 10-K and quarterly reports on Form 10-Q, which the company references in its risk factor discussions. These filings contain sections such as “Risk Factors,” “Results of Operations,” “Quantitative and Qualitative Disclosures About Market Risk,” and “Liquidity and Capital Resources,” providing detail on the company’s operations in high-performance computing, AI infrastructure, memory technologies, and LED solutions.
On Stock Titan, these filings are supplemented by AI-powered summaries that explain key points, highlight important adjustments between GAAP and non-GAAP measures, and make it easier to understand complex disclosures. Users can also review information related to corporate actions, stock repurchase authorizations, and other material events reported on Forms 8-K, as well as track how Penguin Solutions presents its financial metrics and risk disclosures over time.
SK Telecom Co., Ltd. and its special purpose vehicle Astra AI Infra LLC report beneficial ownership of Penguin Solutions, Inc. Ordinary Shares issuable upon conversion of Convertible Preferred Shares, representing 6,096,103 Ordinary Shares, or 10.3% of the class based on calculations as of July 27, 2026.
On July 27, 2026, Astra agreed to sell all 200,000 Convertible Preferred Shares to SHIFTIX1 LLC, a wholly owned subsidiary of SK hynix Inc., for an aggregate purchase price of $380,296,000, subject to customary closing conditions and regulatory approvals. At closing, Astra will assign to SHIFTIX1 its rights under the Investor Agreement, including board nomination, pro rata, consent and registration rights tied to these Preferred Shares.
Clark Joseph Gates, SVP and President, Optimized LED at Penguin Solutions, Inc., sold 1,327 shares of common stock on July 23, 2026 at $57.47 per share in an open-market or private transaction under a Rule 10b5-1 Plan adopted on November 11, 2025, and now directly holds 63,056 shares.
PENG filed a notice of proposed sale of 1,327 shares of common stock through Morgan Stanley Smith Barney LLC, valued at $78,558.40, with trading expected on July 23, 2026 on NASDAQ. These shares were acquired as Restricted Stock Units from the issuer on July 20, 2026.
The filing also lists prior Rule 10b5-1 plan sales by Joseph Clark over the past three months: 10,351 shares for $609,414.09 on June 1, 2026; 5,000 shares for $199,950.00 on May 8, 2026; 5,000 shares for $173,750.00 on May 5, 2026; and 5,000 shares for $148,750.00 on April 24, 2026.
Penguin Solutions, Inc. executive Anne Kuykendall, SVP and Chief Legal Officer, reported two equity transactions. On July 22, 2026 she sold 739 shares of common stock at $56.12 per share in an open-market or private transaction under a Rule 10b5-1 plan adopted November 11, 2025. On July 20, 2026 she surrendered 3,061 shares to the issuer at $60.41 per share to satisfy tax withholding on vesting restricted stock units; no shares were sold in that tax-related transaction.
Penguin Solutions, Inc. interim CFO Aaron Michael Johnson reported a Form 4 transaction involving common stock. On 2026-07-20, 896 shares were surrendered to the issuer at $60.41 per share to satisfy tax withholding obligations upon vesting of restricted stock units. The filing notes that no shares were sold, and Johnson now directly holds 31,882 common shares.
Penguin Solutions, Inc. executive Anthony George Frey, SVP and Chief Revenue Officer, reported a tax-withholding disposition of 532 shares of common stock on July 20, 2026. The shares were surrendered to the issuer to satisfy RSU-related tax obligations, not sold on the market, leaving him with 75,557 shares directly owned.
Penguin Solutions, Inc. executive Clark Joseph Gates, SVP and President, Optimized LED, reported a tax-related share disposition. On July 20, 2026, 2,042 shares of common stock were surrendered to Penguin Solutions at $60.41 per share to satisfy tax withholding obligations upon vesting of restricted stock units, and no shares were sold in the market. After this transaction, Gates directly holds 64,383 common shares.
An affiliate of PENG filed to sell common stock under Rule 144 through Morgan Stanley Smith Barney LLC’s Executive Financial Services. The filing covers 4,739 common shares, with an indicated value of $275,335.90, with a proposed sale date of July 22, 2026.
The shares relate to Restricted Stock Units granted on January 20, 2024. In the prior three months, Rule 10b5-1 plan transactions for Anne Kuykendall included sales of 4,000 shares on May 26, 2026 for $217,794.00 and 4,000 shares on June 15, 2026 for $257,501.20.
Penguin Solutions, Inc. issued $750.0 million aggregate principal amount of 0.00% Convertible Senior Notes due 2031 in a private Rule 144A offering. The notes bear no regular interest, mature on August 1, 2031, and are convertible into cash and, if applicable, common stock at an initial rate of 8.5690 shares per $1,000 (conversion price about $116.70 per share), with issuer redemption and holder repurchase rights tied to “fundamental change” events and stock price thresholds.
The company expects net proceeds of approximately $735.1 million, to be used to repurchase $135.5 million of 2.00% convertible notes due 2029 and $160.0 million of 2.00% convertible notes due 2030 for cash plus approximately 4.7 million and 4.0 million shares of common stock, respectively, repay $100.0 million under its credit agreement, and fund $49.1 million of capped call transactions with an initial cap price of $175.05 per share. Initially, a maximum of 9,640,050 shares may be issued upon conversion based on the maximum conversion rate, while the capped calls are expected generally to reduce potential dilution and/or offset cash payments above principal upon conversion, subject to the cap.
Penguin Solutions, Inc. reports that Interim CFO Aaron Michael Johnson directly holds 32,778 shares of common stock as of July 9, 2026. This total includes unvested restricted stock units of 10,342, 9,039, 8,244 and 5,153 shares, which vest in quarterly installments beginning July 20, 2026 and July 20, 2027, subject to his continued service.