Penguin Solutions sets pay for interim CFO

Penguin Solutions, Inc. filed an amendment to update details of compensation for Aaron Johnson, who was previously appointed interim Chief Financial Officer and principal financial and accounting officer effective July 9, 2026.

Rhea-AI Filing Summary

Penguin Solutions, Inc. filed an amendment to update details of compensation for Aaron Johnson, who was previously appointed interim Chief Financial Officer and principal financial and accounting officer effective July 9, 2026. The Compensation Committee approved a monthly interim CFO stipend of $10,000, prorated for actual time served and excluded from annual incentive plan calculations.

Mr. Johnson will also receive a retention equity grant of 5,153 restricted stock units under the company’s Amended and Restated 2017 Stock Incentive Plan. These RSUs vest 25% on July 20, 2027, with the remaining shares vesting in 12 equal quarterly installments, contingent on his continued service. The company states there are no other new compensatory arrangements related to his interim CFO role.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

Interim CFO monthly stipend: $10,000 per month RSU grant size: 5,153 RSUs Initial RSU vesting: 25% of 5,153 RSUs +2 more

5 metrics

Interim CFO monthly stipend $10,000 per month Prorated based on actual time served as interim CFO

RSU grant size 5,153 RSUs Retention equity grant under Amended and Restated 2017 Stock Incentive Plan

Initial RSU vesting 25% of 5,153 RSUs Vests on July 20, 2027, subject to continued service

Subsequent RSU vesting schedule 12 equal quarterly installments Remaining RSUs vest quarterly after July 20, 2027, with continued service

Interim CFO effective date July 9, 2026 Effective date of Aaron Johnson’s appointment as interim CFO

Key Terms

restricted stock units, Amended and Restated 2017 Stock Incentive Plan, interim Chief Financial Officer, Compensation Committee, +1 more

5 terms

restricted stock units financial

"The Compensation Committee approved a grant of 5,153 time-based restricted stock units (“RSUs”)"

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.

Amended and Restated 2017 Stock Incentive Plan financial

"under the Company’s Amended and Restated 2017 Stock Incentive Plan (the “2017 Plan”)"

interim Chief Financial Officer financial

"appointed Aaron Johnson as the Company’s interim Chief Financial Officer (“interim CFO”)"

An interim chief financial officer is a temporary leader responsible for managing a company's financial activities, such as budgeting, financial planning, and reporting, during a transitional period. Think of it as filling in for a key manager until a permanent replacement is found. For investors, this role is important because it ensures financial stability and clear guidance during times of change or uncertainty.

Compensation Committee financial

"the Compensation Committee of the Board (the “Compensation Committee”) approved the following compensatory arrangements"

A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.

annual incentive plan financial

"The stipend is excluded from annual incentive plan calculations."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What compensation will Penguin Solutions (PENG) interim CFO Aaron Johnson receive?

Aaron Johnson will receive a prorated monthly interim CFO stipend of $10,000 and a grant of 5,153 restricted stock units. The stipend begins when he starts as interim CFO and is excluded from annual incentive plan calculations, while RSUs vest over time based on continued service.

How do Aaron Johnson’s 5,153 RSUs at Penguin Solutions (PENG) vest?

The 5,153 restricted stock units vest 25% on July 20, 2027, with the remaining units vesting in 12 equal quarterly installments. All vesting is subject to Aaron Johnson’s continued service with Penguin Solutions through each applicable vesting date under the 2017 Plan.

When did Penguin Solutions (PENG) approve the interim CFO compensation package?

The Compensation Committee approved Aaron Johnson’s interim CFO compensation on June 25, 2026. This followed the Board’s earlier decision on May 31, 2026, to appoint him interim Chief Financial Officer and principal financial and accounting officer effective July 9, 2026.

Are there any other new compensation arrangements for Aaron Johnson at Penguin Solutions (PENG)?

Penguin Solutions states there are no other new compensatory arrangements for Aaron Johnson related to his interim CFO appointment. His incremental compensation consists solely of the $10,000 monthly stipend and the 5,153 restricted stock units granted under the 2017 Stock Incentive Plan.

What plan governs the RSU grant to Penguin Solutions (PENG) interim CFO Aaron Johnson?

The RSU grant to Aaron Johnson is issued under Penguin Solutions’ Amended and Restated 2017 Stock Incentive Plan. The award is also subject to the applicable award agreement, which together set detailed terms, conditions, and vesting requirements for the restricted stock units.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/01/2026 - 04:05 PM Learn about SEC filing dates

true 0001616533 0001616533 2026-05-26 2026-05-26

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT

Amendment No. 1

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 26, 2026

PENGUIN SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

Commission File Number 001-38102

Delaware		36-5142687
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

45800 Northport Loop West Fremont, CA		94538
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (510) 623-1231

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, $0.03 par value per share		PENG		Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note

This Current Report on Form 8-K/A (this “Amendment”) is being filed by Penguin Solutions, Inc. (the “Company”) to amend the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 1, 2026 (the “Initial Form 8-K”), solely to supplement the Company’s disclosure under Item 5.02 of the Initial Form 8-K.

Except as set forth herein, this Amendment does not amend, modify, or update the disclosure contained in the Initial Form 8-K.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed, on May 31, 2026, the Company’s Board of Directors (the “Board”) appointed Aaron Johnson as the Company’s interim Chief Financial Officer (“interim CFO”) and principal financial and accounting officer, effective July 9, 2026.

On June 25, 2026, the Compensation Committee of the Board (the “Compensation Committee”) approved the following compensatory arrangements for Mr. Johnson in connection with his service as interim CFO:

Interim CFO Stipend. The Compensation Committee approved a monthly stipend of $10,000, prorated based on actual time served in the interim CFO role, commencing on the first day of Mr. Johnson’s active service as interim CFO and ending on the final day of his active service in such role. The stipend is excluded from annual incentive plan calculations.

Retention Equity Grant. The Compensation Committee approved a grant of 5,153 time-based restricted stock units (“RSUs”) under the Company’s Amended and Restated 2017 Stock Incentive Plan (the “2017 Plan”). The RSUs will vest as to 25% on July 20, 2027, with the remainder vesting in 12 equal quarterly installments thereafter, subject to Mr. Johnson’s continued service through each applicable vesting date. The RSUs are subject to the terms and conditions of the 2017 Plan and the applicable award agreement.

There are no other new compensatory arrangements with Mr. Johnson in connection with his appointment as interim CFO.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 1, 2026				Penguin Solutions, Inc.
				By:		/s/ Anne Kuykendall
				Anne Kuykendall
				Senior Vice President and Chief Legal Officer

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB