[8-K] Penguin Solutions, Inc. Reports Material Event

Rhea-AI Filing Summary

Penguin Solutions, Inc. disclosed that its Audit Committee approved a $75 million stock repurchase authorization to buy back outstanding common shares from time to time. Repurchases may occur in the open market, via privately-negotiated transactions or other methods, and can be executed under Rule 10b-18 compliance or through Rule 10b5-1 plans. The authorization has no expiration date, may be suspended or terminated at the Audit Committee’s discretion, and does not obligate the company to repurchase any shares. The filing also notes that non-GAAP measures are used in accompanying materials with reconciliations provided, and contains standard forward-looking statement disclosures about risks and uncertainties that could cause actual results to differ.

Positive

• $75 million repurchase authorization provides a concrete capital-return tool
• No expiration date gives management flexibility to time repurchases across market cycles
• Repurchases may be executed via open market, private transactions, or 10b5-1 plans to manage execution risk

Negative

• Authorization does not obligate the company to repurchase any shares, so buybacks are not guaranteed
• Committee may suspend or terminate the program at any time, adding execution uncertainty
• Using up to $75M for buybacks could reduce cash available for other uses depending on future disclosures

Insights

Corporate Finance Strategist

Repurchase provides flexible capital return without commitment.

The $75,000,000 authorization gives management a clear mechanism to reduce share count or support the stock price through market purchases or private transactions while remaining compliant with Rule 10b-18.

Execution depends on available cash, market conditions and committee discretion; the lack of an expiration offers long-term optionality but also means timing is uncertain. Monitor actual buybacks and any 10b5-1 plans for near-term activity.

Treasury & Liquidity Analyst

Authorization signals willingness to deploy up to $75M of capital for buybacks.

Buybacks can be funded from the balance sheet and may lower share count, potentially improving EPS metrics if executed. The filing’s statement that repurchases may occur through multiple channels preserves tactical flexibility.

Watch cash balances and any disclosures of repurchase pacing; absence of required purchases and the committee’s right to suspend mean the authorization does not guarantee shareholder returns.

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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, 2025

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

1390 McCarthy Boulevard

Milpitas, CA 95035

(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. ☐

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Item 2.02 Results of Operations and Financial Condition.

On October 7, 2025, 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 2025. 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 8.01 Other Events.

On October 6, 2025, the Audit Committee of the Board of Directors approved a $75 million stock repurchase authorization, under which the Company may repurchase shares of its outstanding common stock from time to time through open market purchases, privately-negotiated transactions or otherwise, with the amount and timing of repurchases to be determined at the Company’s discretion, depending on market conditions and corporate needs. Open market repurchases will be structured to occur in accordance with applicable federal securities laws, including within the pricing and volume requirements of Rule 10b-18 under the Exchange Act. The Company may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of its shares under this authorization. The stock repurchase authorization has no expiration date, may be suspended or terminated by the Audit Committee at any time and does not obligate the Company to acquire any amount of common stock.

Forward-Looking Statements

This Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Exchange Act, 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 include, but are not limited to, statements regarding the amount, timing and other features of the Company’s stock repurchase authorization. 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 the Company’s 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 the Company’s control, including but not limited to the risks, uncertainties and factors described in the Annual Report on Form 10-K for the fiscal year ended August 30, 2024 filed prior to the U.S. redomiciliation by the Company’s predecessor Penguin Solutions, Inc., a Cayman Islands exempted company, as updated by the risk factors contained in the Company’s Quarterly Reports on Form 10-Q and in the Company’s other filings with the U.S. Securities and Exchange Commission. Such risks, uncertainties and factors could cause the Company’s 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 the Company makes in this Form 8-K speak only as of the date of this Form 8-K. Except as required by law, the Company does not undertake to update the forward-looking statements contained in this Form 8-K to reflect the impact of circumstances or events that may arise after the date that the forward-looking statements were made.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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Exhibit No.			Description
99.1			Press release titled “Penguin Solutions Reports Q4 and Full Year Fiscal 2025 Financial Results” issued by Penguin Solutions, Inc. on October 7, 2025
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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 7, 2025			Penguin Solutions, Inc.
			By:			/s/ Nate Olmstead
						Nate Olmstead
						Senior Vice President and Chief Financial Officer
						(Principal Financial and Accounting Officer)

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FAQ

What did Penguin Solutions (PENG) authorize in this filing?

The Audit Committee approved a $75 million stock repurchase authorization to buy outstanding common stock through open market or private transactions.

Does the $75M repurchase authorization have an expiration date?

No. The authorization has no expiration date and may be suspended or terminated by the Audit Committee at any time.

Is Penguin Solutions required to repurchase shares under this authorization?

No. The filing explicitly states the company is not obligated to acquire any amount of common stock under the authorization.

How will repurchases be executed to comply with regulations?

Open market repurchases will follow applicable federal securities laws, including the pricing and volume limits of Rule 10b-18, and the company may use 10b5-1 plans.

Are non-GAAP financial measures referenced in the filing?

Yes. The company refers to non-GAAP measures in its attached press materials and states reconciliations to GAAP are provided.