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Penguin Solutions expects FY2027 sales midpoint ~$2.43B

Fiscal 2027 outlook sets midpoint net sales at approximately $2.43 billion and non-GAAP diluted EPS at $4.45 +/- $0.70.

(High)

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

Form Type
8-K

Rhea-AI Filing Summary

Penguin Solutions, Inc. (PENG) reported fourth-quarter and fiscal 2026 results for the year ended August 28, 2026. Fourth-quarter net sales were $566.685 million, up 68% year over year, and net income attributable to Penguin Solutions was $93.204 million, versus $9.431 million a year earlier. Fiscal-year net sales were $1,731.468 million, up 26%, while net income attributable to Penguin Solutions was $180.615 million, versus $25.391 million.

The company raised its fiscal 2027 outlook and expects midpoint net sales of approximately $2.43 billion, representing approximately 40% growth, plus or minus 10 percentage points. Diluted EPS is expected at $3.50 +/- $0.70 and non-GAAP diluted EPS at $4.45 +/- $0.70. Penguin closed a $750 million convertible senior notes offering due 2031 with a 0% coupon. Fiscal 2026 operating cash flow was a net use of $151.914 million, versus $109.084 million provided in fiscal 2025.

Customer announcements included a publicly traded neocloud provider with more than $3 billion in signed multi-year contracts selecting Penguin for AI infrastructure deployment and operations services, and a separate Norway AI factory deployment for a customer with $10 billion in contracted compute from a leading AI lab.

2 points · 0 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

0 major · 1 point

How the balance works

Positive

  • Moderate pointFiscal 2026 net sales rose 26% to $1,731.468 million.
  • Moderate pointFiscal 2026 net income attributable to Penguin Solutions rose 611% to $180.615 million.

Negative

  • Moderate pointOperating cash flow shifted from $109.084 million provided to $151.914 million used.

Filing Explained

The record fourth-quarter net-income figure includes a tax benefit and a note-conversion expense, not just operating earnings.

In its fiscal 2026 results release, Penguin reports that its August 28, 2026 balance sheet showed $647,208 thousand in cash, $53,418 thousand in current debt and $735,532 thousand in long-term debt. The completed $750 million convertible-note financing is recorded as debt proceeds, not common-stock proceeds, so the disclosed financing carries debt obligations rather than showing a common-share issuance.

Although the release labels fourth-quarter net income a record, it reports a $57,595 thousand income-tax benefit and $33,248 thousand of inducement expense tied to conversions of the 2029 and 2030 notes.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Fourth-quarter net sales $566.685 million; up 68% year over year Fourth quarter fiscal 2026
Fourth-quarter net income attributable to Penguin Solutions $93.204 million; up 888% year over year Fourth quarter fiscal 2026
Fiscal-year net sales $1,731.468 million; up 26% year over year Fiscal 2026
Fiscal-year net income attributable to Penguin Solutions $180.615 million; up 611% year over year Fiscal 2026
Operating cash flow $151.914 million used Fiscal 2026; $109.084 million provided in fiscal 2025
Fiscal 2027 net sales outlook Approximately $2.43 billion at the midpoint; approximately 40% growth, plus or minus 10 percentage points Fiscal 2027 outlook
Diluted EPS outlook $3.50 +/- $0.70 Fiscal 2027 GAAP outlook
Non-GAAP diluted EPS outlook $4.45 +/- $0.70 Fiscal 2027 outlook
AI Factory Platform technical
"our full-stack AI Factory Platform"
An AI factory platform is an integrated software system that automates the steps needed to turn raw data into working artificial intelligence products—collecting and cleaning data, training models, testing them, deploying them into applications, and monitoring performance. Think of it like a factory assembly line for software intelligence: it speeds production, lowers costs, and makes scaling easier. Investors watch these platforms because they can create steady, repeatable revenue, reduce time-to-market for AI features, and provide a competitive edge through operational efficiency.
neocloud technical
"including four neocloud providers"
convertible senior notes financial
"$750 million convertible senior notes offering due 2031"
Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.
capped calls financial
"Adjustment for dilutive securities and capped calls"
A capped call is a type of option tied to a company’s convertible securities that gives the holder the right to buy shares up to a set price, but with a fixed ceiling on the payout. Companies commonly use capped calls to reduce the number of new shares that would dilute existing shareholders if convertibles turn into stock; for investors this matters because capped calls can limit dilution, affect share supply, and alter the potential upside and risk of owning the stock.
adjusted EBITDA financial
"adjusted EBITDA does not purport to represent cash flow"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
Fourth-quarter net sales $566.685 million Up 68% year over year
Fourth-quarter net income attributable to Penguin Solutions $93.204 million Up 888% year over year
Fourth-quarter diluted earnings per share $1.29 Up 1,073% year over year
Fiscal-year net sales $1,731.468 million Up 26% year over year
Fiscal-year net income attributable to Penguin Solutions $180.615 million Up 611% year over year
Fiscal-year non-GAAP diluted earnings per share $2.87 Up 51% year over year
Guidance

Fiscal 2027 net sales of approximately $2.43 billion at the midpoint, representing approximately 40% growth, plus or minus 10 percentage points; diluted EPS of $3.50 +/- $0.70; non-GAAP diluted EPS of $4.45 +/- $0.70.

FAQ

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

How much revenue did PENG report in Q4 and fiscal 2026?

Penguin Solutions reported fourth-quarter net sales of $566.685 million, up 68% year over year, and fiscal 2026 net sales of $1,731.468 million, up 26%. Integrated Memory net sales were $340.784 million in Q4 and $924.001 million for the year.

What is PENG's fiscal 2027 financial outlook?

Penguin Solutions expects fiscal 2027 net sales of approximately $2.43 billion at the midpoint, representing approximately 40% growth, plus or minus 10 percentage points. Diluted EPS is expected at $3.50 +/- $0.70 and non-GAAP diluted EPS at $4.45 +/- $0.70.

What AI infrastructure customer wins did PENG announce?

A publicly traded neocloud customer with more than $3 billion in signed multi-year contracts selected Penguin for AI infrastructure deployment and 24x7 operations services. A separate neocloud customer with $10 billion in contracted compute from a leading AI lab selected Penguin to deploy and operate a 36,000-GPU AI factory in Norway.

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

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Learn about SEC filing dates
0001616533FALSE00016165332026-10-062026-10-06

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 6, 2026
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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 classTrading Symbol(s)Name of each exchange on which registered
Common stock, $0.03 par value per share
PENGNasdaq 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. ☐
1


Item 2.02 Results of Operations and Financial Condition.
On October 6, 2026, Penguin Solutions, Inc., a Delaware corporation (the “Company”), issued a press release and will hold a conference call announcing its financial results for the fourth quarter and full year fiscal 2026. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K (this “Form 8-K”) and is incorporated herein by reference.
The Company refers to non-GAAP financial information in both the press release and on the conference call. A reconciliation of these non-GAAP financial measures to the comparable GAAP financial measures is contained in the attached press release.
The information furnished pursuant to Item 2.02 of this Form 8-K, including the information contained in Exhibit 99.1 of this Form 8-K, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No.
Description
99.1
Press release titled “Penguin Solutions Announces Fourth-Quarter and Full-Year Fiscal 2026 Results” issued by Penguin Solutions, Inc. on October 6, 2026
104Cover Page Interactive Data File (embedded within the Inline XBRL document)

2


SIGNATURES
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: October 6, 2026
Penguin Solutions, Inc.
By:/s/ Kash Shaikh
Kash Shaikh
President and Chief Executive Officer
3


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Exhibit 99.1
Press Release
FOR IMMEDIATE RELEASE

Penguin Solutions Announces
Fourth-Quarter and Full-Year Fiscal 2026 Results

Record Results Across Key Financial Metrics Reflecting AI-Driven Data Center Demand; Raising Fiscal 2027 Outlook Supported by Accelerating AI Infrastructure Business

Fremont, Calif. – October 6, 2026 – Penguin Solutions, Inc. (“Penguin Solutions,” “Penguin,” “we,” “us,” “our,” or the “Company”) (Nasdaq: PENG), the AI Factory Platform Company, today announced financial results for its fiscal fourth quarter and full year 2026 ended August 28, 2026. The Company also raised its outlook for its fiscal 2027 full year as compared to the preliminary view provided last quarter.
Fourth Quarter Financial Highlights
•Record net sales of $567 million, up 68% year over year
•Record operating income of $69 million, up 458% year over year
•Record Non-GAAP operating income of $90 million, up 129% year over year
•Record net income of $93 million, up 888% year over year
•Record adjusted EBITDA of $93 million, up 115% year over year
•Diluted EPS of $1.29 versus $0.11 in the year-ago quarter, up 1,073% year over year
•Non-GAAP diluted EPS of $1.00 versus $0.43 in the year-ago quarter, up 133% year over year

“Our company performance accelerated significantly in the second half of fiscal 2026 following the launch of our AI Factory Platform and increased focus on the data center market. We prioritized and aligned our AI Infrastructure and Memory businesses with strong AI-driven data center demand, increased investment in product innovation, and sharpened go-to-market execution with a focus on making neocloud and enterprise customers successful,” said Kash Shaikh, president and CEO of Penguin Solutions.

“The proof is in the results. After relatively flat year-over-year net sales in the first half, growth accelerated to 48% in Q3 and 68% in Q4, driving second-half growth of 58%. As we enter fiscal 2027, our memory business remains strong, and our AI Infrastructure business is accelerating further. Based on this continued momentum, particularly the strength in AI Infrastructure, we are increasing our fiscal 2027 expectations for both net sales and non-GAAP diluted EPS beyond the preliminary growth view shared during the third-quarter earnings call, as we continue to drive strong operating leverage across the business.”

Recent Business Highlights
Neocloud Momentum and Customer Expansion Across AI Infrastructure
•Won six new AI Infrastructure data center customers in the fourth quarter, including four neocloud providers, reflecting a surge in demand from neocloud customers for our full-stack AI Factory Platform.
•Continued to execute our land-and-expand strategy. Across fiscal 2026, we added seventeen new AI Infrastructure customers, and twelve customers expanded their business with Penguin in the same period.
•Won a neocloud customer backed by a leading South Korean technology company that selected Penguin to design, build, deploy, and manage an NVIDIA GB300 NVL72-based platform.
•Won a publicly traded neocloud customer with more than $3 billion in signed, multi-year contracts to provide AI infrastructure deployment and 24x7 operations services, supported by ClusterWareAI™, our AI factory operating system software.
•Won a neocloud customer with $10 billion in contracted compute from a leading AI lab. The customer selected Penguin to deploy and operate a 36,000-GPU AI factory in Norway. This multi-year engagement demonstrates the scale and capabilities of our AI Factory Platform.




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•Won another neocloud customer, Lektra, which selected our AI Factory Platform to deploy and optimize distributed AI micro data centers powered by existing carbon-free energy. We provide validated reference designs, NVIDIA-based AI compute, and expert services with ClusterWareAI and support.
Key Product Innovation and Company Milestones
•Advanced ClusterWareAI with new self-managing agentic AI capabilities, building on the AI Factory Operations Agent introduced last quarter. ClusterWareAI now automatically detects and remediates GPU performance issues across inference environments, helping customers maintain higher uptime and reduce operational overhead as they scale AI workloads.
•Continued investment in new CXL memory expansion products to support strengthening bookings.
•Closed an oversubscribed $750 million convertible senior notes offering due 2031, with favorable economic terms including a 0% coupon.
•Established a new relationship with an additional AI Infrastructure supplier to improve component availability and support growing demand.
•Established a new supply arrangement with a leading memory supplier to improve supply availability and support growing AI-driven memory demand in the data center.
Fiscal 2026 Highlights
•Net sales of $1.73 billion, up 26% year over year
•Operating income of $166 million, up 185% year over year
•Record Non-GAAP operating income of $241 million, up 44% year over year
•Record net income of $181 million, up 611% year over year
•Record adjusted EBITDA of $256 million, up 37% year over year
•Diluted EPS of $2.60 versus $0.28 in the prior year, up 829% year over year
•Non-GAAP diluted EPS of $2.87 versus $1.90 in the prior year, up 51% year over year

Raising Fiscal 2027 Outlook
Penguin Solutions is providing an updated financial outlook for full-year fiscal 2027 that exceeds the preliminary view provided during its third-quarter fiscal 2026 earnings call, which called for net sales and non-GAAP diluted EPS growth of approximately 30% year over year from the midpoint of the then-current fiscal 2026 outlook, representing fiscal 2027 net sales of $2.17 billion at the midpoint.

Penguin Solutions now expects fiscal 2027 net sales of approximately $2.43 billion at the midpoint, representing growth of approximately 40%, plus or minus 10 percentage points. The Company also expects diluted EPS of $3.50 and non-GAAP diluted EPS of $4.45, representing year-over-year growth of approximately 35% and 55%, respectively.


Annual Financial Results
GAAP (1)
Non-GAAP (2)
(in thousands, except per share amounts)FY26FY25FY26FY25
Net sales:
Advanced Computing$558,789 $648,417 $558,789 $648,417 
Integrated Memory924,001 464,249 924,001 464,249 
Optimized LED248,678 256,128 248,678 256,128 
Total net sales$1,731,468 $1,368,794 $1,731,468 $1,368,794 
Gross profit$478,925 $394,274 $507,862 $424,600 
Operating income165,596 58,135 240,962 167,652 
Net income attributable to Penguin Solutions180,615 25,391 190,182 120,325 
Diluted earnings per share$2.60 $0.28 $2.87 $1.90 




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Quarterly Financial Results
GAAP (1)
Non-GAAP (2)
(in thousands, except per share amounts)Q4-26Q3-26Q4-25Q4-26Q3-26Q4-25
Net sales:
Advanced Computing$154,039 $137,583 $138,336 $154,039 $137,583 $138,336 
Integrated Memory340,784 275,067 132,159 340,784 275,067 132,159 
Optimized LED71,862 66,063 67,427 71,862 66,063 67,427 
Total net sales$566,685 $478,713 $337,922 $566,685 $478,713 $337,922 
Gross profit$155,900 $133,214 $96,731 $163,275 $134,750 $104,317 
Operating income69,462 50,863 12,448 89,796 64,384 39,170 
Net income attributable to Penguin Solutions93,204 44,689 9,431 71,438 52,246 28,843 
Diluted earnings per share$1.29 $0.68 $0.11 $1.00 $0.84 $0.43 
(1)GAAP represents U.S. Generally Accepted Accounting Principles.
(2)Non-GAAP represents GAAP excluding the impact of certain activities. Further information regarding the Company’s use of non-GAAP measures and reconciliations between GAAP and non-GAAP measures are included within this press release.

Business Outlook
As of October 6, 2026, Penguin Solutions is providing the following financial outlook for fiscal year 2027:
Outlook
GAAP
Outlook
Adjustments
Non-GAAP
Outlook
Net sales40% YoY Growth +/-10%—40% YoY Growth +/-10%
Gross margin27% +/- 2%1%(A)28% +/- 2%
Operating expenses$329 million +/- $10 million($54) million(B)(C)$275 million +/- $10 million
Diluted earnings per share$3.50 +/- $0.70$0.95(A)(B)(C)(D)(E)$4.45 +/- $0.70
Diluted shares63 million—63 million
Non-GAAP adjustments (in millions)
(A) Stock-based compensation and amortization of acquisition-related intangibles included in cost of sales$30 
(B) Stock-based compensation and amortization of acquisition-related intangibles included in R&D and SG&A46 
(C) Other operating adjustments8 
(D) Estimated income tax effects
(17)
(E) Estimated effect of allocation of earnings to participating securities
(7)
$60 

Fourth Quarter and Full-Year Fiscal 2026 Earnings Conference Call and Webcast Details

Penguin Solutions will hold a conference call and webcast to discuss the fourth quarter and full-year fiscal 2026 results and related matters today, October 6, 2026, at 1:30 p.m. Pacific Time (4:30 p.m. Eastern Time). Interested parties may access the call by registering online at https://events.q4inc.com/attendee/198397741, at which time registrants will receive dial-in information as well as a conference ID. The live webcast will also be accessible from the Penguin Solutions investor relations website https://ir.penguinsolutions.com/investors/default.aspx on the Events page, along with the related earnings press release and slide presentation. The webcast replay will be




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made available on the Quarterly Results page after the call concludes. An archived version of the webcast will be available on the Penguin Solutions investor relations website for approximately one year after the webcast date.

Use of Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995 that are not historical in nature, that are predictive or that depend upon or refer to future events or conditions. These statements may include, but are not limited to, statements concerning or regarding future events and the future financial and operating performance of Penguin Solutions; statements regarding the extent and timing of and expectations regarding Penguin Solutions’ future net sales, sales mix, profitability, operating leverage, and expenses; statements regarding Penguin Solutions’ business momentum and emerging leadership position; statements regarding AI-related demand, customer pipeline, bookings, backlog and the conversion of backlog to net sales, the expected scope, timing, and benefits of customer engagements and deployments, market opportunities, industry trends and product development, roadmap, capabilities and performance; statements regarding supply arrangements and component availability; statements regarding working capital, liquidity, capital expenditures and capital structure; statements regarding projected demand for fiscal year 2027 and beyond; statements regarding long-term effective tax rates; and statements regarding the business and financial outlook for fiscal year 2027, including the information under “Business Outlook” above.
These statements can be identified by the fact that they do not relate strictly to historical or current facts. Forward-looking statements often use words such as “anticipate,” “target,” “expect,” “estimate,” “intend,” “plan,” “goal,” “believe,” “could,” and other words of similar meaning. Forward-looking statements provide our current expectations or forecasts of future events, circumstances, results or aspirations and are subject to a number of significant risks, uncertainties and other factors, many of which are outside of our control, including but not limited to: global business and economic conditions, including the impact on the financial condition of our customers, particularly in challenging macroeconomic environments; growth and demand trends in technology industries (including trends and markets related to artificial intelligence), our customer markets and various geographic regions; uncertainties in the geopolitical environment, including those related to global conflicts, such as those in the Middle East and Ukraine, and the global effects thereof on international relations, transport, and trade; our ability to manage our cost structure; disruptions in our operations or supply chain as a result of global pandemics, tariffs, disruptions at our suppliers, or other factors; changes in trade regulations and tariffs or adverse developments in international trade relations and agreements; changes in currency exchange rates; overall information technology spending, including changes in customer spending on our products and services; appropriations for government spending; the success of our strategic initiatives including the U.S. Domestication (as defined below) and our ability to realize the anticipated benefits thereof, our rebranding and related strategy, any existing or potential collaborations and additional investments in new products and additional capacity; acquisitions of companies or technologies and the failure to successfully integrate and operate them or customers’ negative reactions to them; failure to achieve the intended benefits of the sale of Zilia Technologies Indústria e Comércio de Componentes Eletrônicos Ltda. (formerly SMART Modular Technologies do Brasil - Indústria e Comércio de Componentes Ltda.) and its business; the impact of and expected timing of winding down the manufacturing and discontinuing the sale of products offered through our Penguin Edge business; limitations on or changes in the availability of supply of materials and components; fluctuations in material costs; the temporary or volatile nature of pricing trends in memory or elsewhere; deterioration in customer relationships; our dependence on a select number of customers, and the timing and volume of customer orders and renewals; the impact of customer churn rates, including discounting and churn of significant customers from whom we derive a significant percentage of our revenue; changes in customer demand and sales mix; production or manufacturing difficulties; competitive factors; technological changes; difficulties with, or delays in, the introduction of new products; slowing or contraction of growth in the memory market, LED market or other markets in which we participate; changes to applicable tax regimes or rates; changes to the valuation allowance for our deferred tax assets, including any potential inability to realize these assets in the future; prices for the end products of our customers; strikes or labor disputes; deterioration in or loss of relations with any of our limited number of key vendors; the inability to maintain or expand government business; potential sales of our common stock by the holder of our issued convertible preferred stock or the anticipation of such sales; and the continuing availability of




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borrowings under revolving lines of credit or other debt arrangements and our ability to raise capital through debt or equity financings.
These and other risks, uncertainties and factors are described in greater detail under the sections titled “Risk Factors,” “Critical Accounting Estimates,” “Results of Operations,” “Quantitative and Qualitative Disclosures About Market Risk” and “Liquidity and Capital Resources” contained in the Annual Report on Form 10-K for the fiscal year ended August 29, 2025, as updated by the risk factors, if any, contained in our Quarterly Reports on Form 10-Q and in our other filings with the U.S. Securities and Exchange Commission (the “SEC”). Such risks, uncertainties and factors as outlined above and in such filings could cause our actual results to be materially different from such forward-looking statements. Accordingly, investors are cautioned not to place undue reliance on any forward-looking statements. Any forward-looking statements that we make in this press release speak only as of the date of this press release. Except as required by law, we do not undertake to update the forward-looking statements contained in this press release to reflect the impact of circumstances or events that may arise after the date that the forward-looking statements were made.

Statement Regarding Use of Non-GAAP Financial Measures
This press release and the accompanying tables contain the following non-GAAP financial measures: non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating income, non-GAAP operating margin, non-GAAP effective tax rate, non-GAAP net income attributable to Penguin Solutions, non-GAAP income available for distribution, non-GAAP net income available to common stockholders, non-GAAP weighted-average shares outstanding, non-GAAP diluted earnings per share and adjusted EBITDA. Penguin Solutions’ management uses these non-GAAP measures to supplement Penguin Solutions’ financial results under GAAP. Management uses these measures to analyze its operations and make decisions as to future operational plans and believes that this supplemental non-GAAP information is useful to investors in analyzing and assessing the Company’s past and future operating performance. These non-GAAP measures exclude certain items, such as stock-based compensation expense; amortization of acquisition-related intangible assets (consisting of amortization of developed technology, customer relationships and trademarks/trade names and backlog acquired in connection with business combinations); inventory write-off, stolen in-transit shipment, net of insurance recovery; cost of sales-related restructuring; diligence, acquisition and integration expense; redomiciliation costs; restructuring charges; (gain) loss on disposition of equity investments; (gain) loss on non-marketable equity investments; impairment of goodwill; (gains) losses from changes in foreign currency exchange rates; amortization of debt issuance costs; (gain) loss on extinguishment or prepayment of debt; inducement expense associated with conversions of the 2029 and 2030 Notes; other infrequent or unusual items and related tax effects and other tax adjustments. While amortization of acquisition-related intangible assets is excluded, the revenues from acquired companies are reflected in the Company’s non-GAAP measures and these intangible assets contribute to revenue generation. Management believes the presentation of operating results that exclude certain items provides useful supplemental information to investors and facilitates the analysis of the Company’s core operating results and comparison of operating results across reporting periods. Management also uses adjusted EBITDA, which represents GAAP net income (loss), adjusted for net interest expense; income tax provision (benefit); depreciation expense and amortization of intangible assets; stock-based compensation expense; inventory write-off, stolen in-transit shipment, net of insurance recovery; cost of sales-related restructuring; diligence, acquisition and integration expense; redomiciliation costs; (gain) loss on dispositions of equity investments; (gain) loss on non-marketable equity investments; impairment of goodwill; restructuring charges; loss on extinguishment or prepayment of debt; inducement expense associated with conversions of the 2029 and 2030 Notes and other infrequent or unusual items.
Our GAAP effective tax rate can vary significantly from quarter to quarter based on a variety of factors, including, but not limited to, discrete items which are recorded in the period they occur, the tax effects of certain items of income or expense, significant changes in our geographic earnings mix or changes to our strategy or business operations. We are unable to predict the timing and amounts of these items, which could significantly impact our GAAP effective tax rate, and therefore we are unable to reconcile our forward-looking non-GAAP effective tax rate measure to our GAAP effective tax rate.




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Non-GAAP financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP, as they exclude important information about Penguin Solutions’ financial results, as noted above. The presentation of these adjusted amounts varies from amounts presented in accordance with GAAP and therefore may not be comparable to amounts reported by other companies. In addition, adjusted EBITDA does not purport to represent cash flow provided by, or used for, operating activities in accordance with GAAP and should not be used as a measure of liquidity. Investors are encouraged to review the “Reconciliation of GAAP to Non-GAAP Measures” tables below.
Explanatory Note
On June 30, 2025, we completed the redomiciliation of the parent company of our corporate group, Penguin Solutions (Cayman), Inc. (formerly known as Penguin Solutions, Inc.), a Cayman Islands exempted company (“Penguin Solutions Cayman”), from the Cayman Islands to the State of Delaware in the United States, resulting in Penguin Solutions, Inc., a Delaware corporation (“Penguin Solutions Delaware”), becoming our publicly traded parent company (the “U.S. Domestication”). Penguin Solutions Delaware is the successor issuer to Penguin Solutions Cayman. The U.S. Domestication was approved by the shareholders of Penguin Solutions Cayman and effected via a court-sanctioned scheme of arrangement under Cayman Islands law, pursuant to which each ordinary share of Penguin Solutions Cayman was exchanged for one share of common stock of Penguin Solutions Delaware, and each convertible preferred share of Penguin Solutions Cayman was exchanged for one share of convertible preferred stock of Penguin Solutions Delaware. Additional information about the U.S. Domestication was included in Penguin Solutions Cayman’s definitive proxy statement on Schedule 14A, filed with the SEC on May 2, 2025.
As used in this press release, unless stated otherwise or the context requires otherwise, the terms “Penguin Solutions,” “Company,” “we,” “our,” “us” or similar terms (i) for periods prior to the consummation of the U.S. Domestication, refer to Penguin Solutions Cayman and its consolidated subsidiaries and (ii) for periods at or after the consummation of the U.S. Domestication, refer to Penguin Solutions Delaware and its consolidated subsidiaries. Throughout this press release, we refer to our equity securities (i) for periods prior to the consummation of the U.S. Domestication, as ordinary shares and/or convertible preferred shares and (ii) for periods at or after the consummation of the U.S. Domestication, as shares of common stock and/or shares of convertible preferred stock.

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.



Penguin Solutions, Inc.
Consolidated Statements of Operations
(In thousands, except per share amounts)
(Unaudited)
Three Months EndedYear Ended
August 28,
2026
May 29,
2026
August 29,
2025
August 28,
2026
August 29,
2025
Net sales:
Advanced Computing$154,039 $137,583 $138,336 $558,789 $648,417 
Integrated Memory340,784 275,067 132,159 924,001 464,249 
Optimized LED 71,862 66,063 67,427 248,678 256,128 
Total net sales566,685 478,713 337,922 1,731,468 1,368,794 
Cost of sales410,785 345,499 241,191 1,252,543 974,520 
Gross profit155,900 133,214 96,731 478,925 394,274 
Operating expenses:
Research and development22,024 21,984 19,861 81,677 79,801 
Selling, general and administrative59,927 59,404 58,602 220,412 238,177 
Impairment of goodwill— — 4,690 — 16,063 
Other operating expense4,487 963 1,130 11,240 2,098 
Total operating expenses86,438 82,351 84,283 313,329 336,139 
Operating income69,462 50,863 12,448 165,596 58,135 
Non-operating (income) expense:
Interest (income) expense, net(980)650 153 438 7,305 
Other non-operating (income) expense33,028 (3,485)2,941 13,235 1,929 
Total non-operating (income) expense32,048 (2,835)3,094 13,673 9,234 
Income before taxes37,414 53,698 9,354 151,923 48,901 
Income tax (benefit) provision(57,595)7,515 (1,196)(33,865)20,066 
Net income 95,009 46,183 10,550 185,788 28,835 
Net income attributable to noncontrolling interest1,805 1,494 1,119 5,173 3,444 
Net income attributable to Penguin Solutions93,204 44,689 9,431 180,615 25,391 
Preferred stock dividends3,034 3,033 3,034 12,133 8,667 
Income available for distribution90,170 41,656 6,397 168,482 16,724 
Income allocated to participating securities8,903 4,448 666 17,394 1,263 
Net income available to common stockholders$81,267 $37,208 $5,731 $151,088 $15,461 
Earnings per share:
Basic$1.46 $0.73 $0.11 $2.85 $0.29 
Diluted$1.29 $0.68 $0.11 $2.60 $0.28 
Common stock used in per share calculations:
Basic55,645 50,998 52,553 52,952 53,154 
Diluted64,040 55,063 54,371 58,825 54,368 



Penguin Solutions, Inc.
Reconciliation of GAAP to Non-GAAP Measures
(In thousands, except percentages)
(Unaudited)

Three Months EndedYear Ended
August 28,
2026
May 29,
2026
August 29,
2025
August 28,
2026
August 29,
2025
GAAP gross profit$155,900 $133,214 $96,731 $478,925 $394,274 
Stock-based compensation expense1,463 1,411 1,324 5,782 6,136 
Amortization of acquisition-related intangibles5,912 5,908 5,920 23,638 23,644 
Inventory write-off, stolen in-transit shipment, net of insurance recovery— (5,783)— — — 
Cost of sales-related restructuring— — 342 (483)746 
Other— — — — (200)
Non-GAAP gross profit$163,275 $134,750 $104,317 $507,862 $424,600 
GAAP gross margin27.5 %27.8 %28.6 %27.7 %28.8 %
Effect of adjustments1.3 %0.3 %2.3 %1.6 %2.2 %
Non-GAAP gross margin28.8 %28.1 %30.9 %29.3 %31.0 %
GAAP operating expenses$86,438 $82,351 $84,283 $313,329 $336,139 
Stock-based compensation expense(5,157)(8,585)(6,490)(26,033)(35,040)
Amortization of acquisition-related intangibles(1,316)(1,316)(1,885)(5,831)(11,194)
Diligence, acquisition and integration expense(858)(1,058)(133)(1,916)(1,829)
Redomiciliation costs— — (2,734)— (10,038)
Impairment of goodwill— — (4,690)— (16,063)
Restructuring charges(4,487)(963)(1,130)(11,240)(2,098)
Other(1,141)(63)(2,074)(1,409)(2,929)
Non-GAAP operating expenses$73,479 $70,366 $65,147 $266,900 $256,948 
GAAP operating income$69,462 $50,863 $12,448 $165,596 $58,135 
Stock-based compensation expense6,620 9,996 7,814 31,815 41,176 
Amortization of acquisition-related intangibles7,228 7,224 7,805 29,469 34,838 
Inventory write-off, stolen in-transit shipment, net of insurance recovery— (5,783)— — — 
Cost of sales-related restructuring— — 342 (483)746 
Diligence, acquisition and integration expense858 1,058 133 1,916 1,829 
Redomiciliation costs— — 2,734 — 10,038 
Impairment of goodwill— — 4,690 — 16,063 
Restructuring charges4,487 963 1,130 11,240 2,098 
Other
1,141 63 2,074 1,409 2,729 
Non-GAAP operating income$89,796 $64,384 $39,170 $240,962 $167,652 
GAAP operating margin12.3 %10.6 %3.7 %9.6 %4.2 %
Effect of adjustments3.5 %2.8 %7.9 %4.3 %8.0 %
Non-GAAP operating margin15.8 %13.4 %11.6 %13.9 %12.2 %



Penguin Solutions, Inc.
Reconciliation of GAAP to Non-GAAP Measures, Continued
(In thousands, except percentages)
(Unaudited)
Three Months EndedYear Ended
August 28,
2026
May 29,
2026
August 29,
2025
August 28,
2026
August 29,
2025
GAAP effective tax rate(153.9)%14.0 %(12.8)%(22.3)%41.0 %
Effect of adjustments173.9 %3.3 %37.8 %42.3 %(16.0)%
Non-GAAP effective tax rate20.0 %17.3 %25.0 %20.0 %25.0 %
GAAP net income attributable to Penguin Solutions$93,204 $44,689 $9,431 $180,615 $25,391 
Stock-based compensation expense6,620 9,996 7,814 31,815 41,176 
Amortization of acquisition-related intangibles7,228 7,224 7,805 29,469 34,838 
Inventory write-off, stolen in-transit shipment, net of insurance recovery— (5,783)— — — 
Cost of sales-related restructuring— — 342 (483)746 
Diligence, acquisition and integration expense858 1,058 133 1,916 1,829 
Redomiciliation costs— — 2,734 — 10,038 
Loss on non-marketable equity investment— — — 10,000 — 
Impairment of goodwill— — 4,690 — 16,063 
Gain on disposition of equity investment(14)(3,892)— (30,942)— 
Restructuring charges4,487 963 1,130 11,240 2,098 
Amortization of debt issuance costs836 576 674 2,728 3,493 
Loss on extinguishment or prepayment of debt— — 2,908 — 2,908 
Inducement expense associated with conversions of 2029 and 2030 Notes33,248 — — 33,248 — 
Foreign currency (gains) losses(263)1,080 287 1,014 205 
Other1,141 63 2,074 2,266 2,729 
Income tax effects (1)
(75,907)(3,728)(11,179)(82,704)(21,189)
Non-GAAP net income attributable to Penguin Solutions71,438 52,246 28,843 190,182 120,325 
Preferred stock dividends3,034 3,033 3,034 12,133 8,667 
Non-GAAP income available for distribution68,404 49,213 25,809 178,049 111,658 
Income allocated to participating securities6,124 5,091 2,639 17,486 8,250 
Non-GAAP net income available to common stockholders$62,280 $44,122 $23,170 $160,563 $103,408 
Weighted-average shares outstanding - Diluted:
GAAP weighted-average shares outstanding64,040 55,063 54,371 58,825 54,368 
Adjustment for dilutive securities and capped calls(2,040)(2,226)(838)(2,848)— 
Non-GAAP weighted-average shares outstanding62,000 52,837 53,533 55,977 54,368 
(1) The three months and year ended August 29, 2025 include ($8,249) as a one-time tax effect of the U.S. Domestication completed in the fourth quarter of fiscal 2025.




Penguin Solutions, Inc.
Reconciliation of GAAP to Non-GAAP Measures, Continued
(In thousands, except per share amounts)
(Unaudited)
Three Months EndedYear Ended
August 28,
2026
May 29,
2026
August 29,
2025
August 28,
2026
August 29,
2025
Diluted earnings per share:
GAAP diluted earnings per share$1.29 $0.68 $0.11 $2.60 $0.28 
Effect of adjustments(0.29)0.16 0.32 0.27 1.62 
Non-GAAP diluted earnings per share$1.00 $0.84 $0.43 $2.87 $1.90 
Net income attributable to Penguin Solutions$93,204 $44,689 $9,431 $180,615 $25,391 
Interest (income) expense, net(980)650 153 438 7,305 
Income tax (benefit) provision(57,595)7,515 (1,196)(33,865)20,066 
Depreciation expense and amortization of intangible assets12,299 12,307 13,206 50,176 56,216 
Stock-based compensation expense6,620 9,996 7,814 31,815 41,176 
Inventory write-off, stolen in-transit shipment, net of insurance recovery— (5,783)— — — 
Cost of sales-related restructuring— — 342 (483)746 
Diligence, acquisition and integration expense858 1,058 133 1,916 1,829 
Redomiciliation costs
— — 2,734 — 10,038 
Impairment of goodwill— — 4,690 — 16,063 
Gain on disposition of equity investment(14)(3,892)— (30,942)— 
Restructuring charges4,487 963 1,130 11,240 2,098 
Loss on extinguishment or prepayment of debt— — 2,908 — 2,908 
Inducement expense associated with conversions of 2029 and 2030 Notes33,248 — — 33,248 — 
Loss on non-marketable equity investment— — — 10,000 — 
Other
1,141 63 2,074 2,266 2,729 
Adjusted EBITDA$93,268 $67,566 $43,419 $256,424 $186,565 



Penguin Solutions, Inc.
Consolidated Balance Sheets
(In thousands)
(Unaudited)

As ofAugust 28,
2026
August 29,
2025
Assets
Cash and cash equivalents$647,208 $453,754 
Accounts receivable, net (including $683 and $— due from related party as of August 28, 2026 and August 29, 2025, respectively)
796,264 307,904 
Inventories748,785 255,182 
Other current assets56,249 47,387 
Total current assets2,248,506 1,064,227 
Property and equipment, net84,244 92,603 
Operating lease right-of-use assets54,237 58,847 
Intangible assets, net59,856 87,754 
Goodwill145,895 145,895 
Deferred tax assets173,389 99,107 
Other noncurrent assets12,007 68,767 
Total assets$2,778,134 $1,617,200 
Liabilities, Temporary Equity and Stockholders' Equity
Accounts payable and accrued expenses$890,476 $318,761 
Current debt53,418 19,945 
Deferred revenue123,283 73,893 
Other current liabilities128,770 61,300 
Total current liabilities1,195,947 473,899 
Long-term debt735,532 441,893 
Noncurrent operating lease liabilities57,896 62,736 
Other noncurrent liabilities48,863 30,445 
Total liabilities2,038,238 1,008,973 
Temporary equity202,710 202,710 
Penguin Solutions stockholders’ equity:
Common stock2,215 1,883 
Additional paid-in capital583,628 551,712 
Retained earnings215,191 46,709 
Treasury stock(280,503)(206,076)
Accumulated other comprehensive income211 18 
Total Penguin Solutions stockholders’ equity520,742 394,246 
Noncontrolling interest in subsidiary16,444 11,271 
Total stockholders' equity537,186 405,517 
Total liabilities, temporary equity and stockholders' equity$2,778,134 $1,617,200 




Penguin Solutions, Inc.
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
Three Months EndedYear Ended
August 28,
2026
May 29,
2026
August 29,
2025
August 28,
2026
August 29,
2025
Cash flows from operating activities
Net income$95,009 $46,183 $10,550 $185,788 $28,835 
Adjustments to reconcile net income from continuing operations to cash provided by (used for) operating activities
Depreciation expense and amortization of intangible assets12,299 12,307 13,206 50,176 56,216 
Amortization of debt issuance costs836 576 674 2,728 3,493 
Stock-based compensation expense6,620 9,996 7,814 31,815 41,176 
Loss on impairment of non-marketable equity investment— — — 10,000 — 
Impairment of goodwill— — 4,690 — 16,063 
Gain on disposition of equity investment(14)(3,892)— (30,942)— 
Loss on extinguishment of debt— — 2,908 — 2,908 
Inducement expense related to the conversion of the 2029 and 2030 Notes33,248 — — 33,248 — 
Deferred income taxes, net(62,981)291 (15,234)(62,660)(14,112)
Other1,443 (377)176 1,969 (2,293)
Changes in operating assets and liabilities:
Accounts receivable(91,995)(333,660)(15,400)(488,360)(56,160)
Inventories(250,467)(175,958)(70,834)(493,603)(101,610)
Other assets(8,935)12,708 (6,088)964 7,653 
Accounts payable and accrued expenses and other liabilities101,801 357,038 (2,894)606,963 131,014 
Net cash provided by (used for) operating activities from continuing operations(163,136)(74,788)(70,432)(151,914)113,183 
Net cash used for operating activities from discontinued operations— — — — (4,099)
Net cash provided by (used for) operating activities(163,136)(74,788)(70,432)(151,914)109,084 




Penguin Solutions, Inc.
Consolidated Statements of Cash Flows, Continued
(In thousands)
(Unaudited)

Three Months EndedYear Ended
August 28,
2026
May 29,
2026
August 29,
2025
August 28,
2026
August 29,
2025
Cash flows from investing activities
Capital expenditures and deposits on equipment(4,272)(2,841)(2,925)(11,569)(9,012)
Proceeds from disposition of equity investments14 39,552 — 71,752 — 
Purchases of held-to-maturity investment securities— — (12,939)— (59,066)
Proceeds from sales and maturities of investment securities— — 38,876 — 66,361 
Other(761)(492)(645)(2,093)(1,660)
Net cash provided by (used for) investing activities from continuing operations(5,019)36,219 22,367 58,090 (3,377)
Net cash provided by investing activities from discontinued operations— — — — 28,350 
Net cash provided by (used for) investing activities(5,019)36,219 22,367 58,090 24,973 
Cash flows from financing activities
Proceeds from issuance of convertible preferred stock, net of issuance costs— — — — 191,182 
Repayments of debt(295,454)— (300,015)(315,454)(300,015)
Payments to acquire common stock(5,541)(11,752)(3,080)(74,427)(52,320)
Proceeds from restricted cash advances55,000 38,000 — 93,000 — 
Payment of preferred stock cash dividends(3,133)(2,900)(2,760)(12,233)(7,860)
Net cash paid for purchase of capped calls(49,125)— — (49,125)— 
Repayments of borrowings under line of credit(100,000)— — (100,000)— 
Proceeds from debt750,000 — — 750,000 — 
Payment of debt issuance costs(14,841)— — (14,841)— 
Proceeds from issuance of common stock156 4,350 1,058 10,358 8,804 
Proceeds from borrowing under line of credit— — 100,000 — 100,000 
Other— — (3,255)— (3,255)
Net cash provided by (used for) financing activities337,062 27,698 (208,052)287,278 (63,464)
Net increase (decrease) in cash, cash equivalents and restricted cash168,907 (10,871)(256,117)193,454 70,593 
Cash, cash equivalents and restricted cash at beginning of period478,617 489,488 710,187 454,070 383,477 
Cash, cash equivalents and restricted cash at end of period$647,524 $478,617 $454,070 $647,524 $454,070 



Investor ContactPR Contact
Lana AdairLerin O’Neill
Investor RelationsCorporate Communications & Public Relations
ir@penguinsolutions.com408-832-7083
pr@penguinsolutions.com


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