Penguin Solutions appoints Stephen Cumming CFO
Cumming’s offer letter pairs cash compensation with equity awards tied to continued service and, for PSUs, relative TSR performance.
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Rhea-AI Filing Summary
Penguin Solutions, Inc. appointed Stephen Cumming senior vice president and chief financial officer, effective October 6, 2026; he also becomes the Company’s principal financial officer and principal accounting officer. Aaron Johnson, interim CFO since July 9, 2026, returned to vice president, finance and accounting, with no new compensatory arrangements. Cumming’s offer letter provides a $550,000 annual base salary and eligibility for a fiscal 2027 performance bonus targeted at 90% of base salary, prorated and conditioned on employment through the bonus payment date. It also provides a $700,000 retention bonus in two equal installments within 45 days and 85 days following his start date, subject to continued employment through each payment. Equity awards have aggregate values of $1,750,000 for time-based RSUs and $2,550,000 for performance-based RSUs. The time-based RSUs vest 25% on October 20, 2027, with the remainder in 12 equal quarterly installments; the PSUs may vest from 0% to 200% of target based on Company TSR goals relative to the median company in the Russell 2000 Index over a three-year performance period, subject to continued service.
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time-based restricted stock units financial
performance-based RSUs financial
relative total stockholder return financial
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FAQ
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Who is Penguin Solutions (PENG)’s new CFO?
What compensation is specified for Penguin Solutions’ new CFO?
How do Stephen Cumming’s PENG equity awards vest?
Can Stephen Cumming’s PENG retention bonus have to be repaid?
What severance terms apply to Penguin Solutions’ new CFO?
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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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)) |
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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. ☐
| Item 2.02 | Results of Operations and Financial Condition. |
On October 6, 2026, Penguin Solutions, Inc. (together with its subsidiaries, the “Company”) issued a press release announcing the appointment of its Senior Vice President and Chief Financial Officer, which includes references to the Company’s results for the fourth quarter and fiscal year ended August 28, 2026 (“fiscal 2026”) and its outlook for the fiscal year ending August 27, 2027 (“fiscal 2027”). A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The Company’s financial results for the fourth quarter and full year fiscal 2026 and its outlook for fiscal 2027 are described in a separate press release issued on October 6, 2026, which is furnished as Exhibit 99.1 to a separate Current Report on Form 8-K furnished by the Company on October 6, 2026.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 6, 2026, the Company announced that its board of directors (the “Board”) had appointed Stephen Cumming to serve as the Company’s Senior Vice President and Chief Financial Officer (“CFO”), effective immediately. Mr. Cumming will also serve as the Company’s principal financial officer and principal accounting officer, and succeeds Aaron Johnson, who had served as the Company’s interim CFO and principal financial and accounting officer since July 9, 2026. Effective October 6, 2026, Mr. Johnson returned to his role as the Company’s Vice President, Finance and Accounting. No new compensatory arrangements have been entered into with Mr. Johnson in connection with his return to his prior role.
Before joining the Company, Mr. Cumming, age 56, served as Chief Financial Officer of Edgio, Inc., a provider of content delivery network, cybersecurity, and edge computing services, from 2022 to 2025. Prior to Edgio, Mr. Cumming served as Senior Vice President and Chief Financial Officer of Cambium Networks Corporation, a global provider of networking solutions, from 2018 to 2022, during which time he oversaw the company’s initial public offering in 2019. Mr. Cumming has also held senior finance positions at Kenandy, Inc., Atmel Corporation, Fairchild Semiconductor International, Inc., and National Semiconductor Corporation. Mr. Cumming holds a Bachelor of Science in Business from the University of Surrey in the United Kingdom and is a UK Chartered Management Accountant.
In connection with Mr. Cumming’s appointment as the Company’s CFO, the Company entered into an employment offer letter with Mr. Cumming (including a retention bonus agreement attached thereto, the “Offer Letter”) that sets forth his employment terms. The Offer Letter provides that Mr. Cumming will receive an annual base salary of $550,000 and be eligible for an annual performance bonus targeted at 90% of his base salary. The payment of any earned annual bonus will be subject to Mr. Cumming’s continued employment through the bonus payment date and will be prorated for fiscal 2027. Mr. Cumming will also receive a $700,000 retention bonus, payable in two equal installments within 45 days and 85 days following his start date, subject to his continued employment through each payment date. Each installment is subject to prorated repayment if, prior to the first anniversary of its payment date, the Company terminates Mr. Cumming’s employment for “cause” or he resigns without “good reason” (each as defined in the Offer Letter).
The Offer Letter provides for the grant of equity awards to Mr. Cumming under the Company’s Amended and Restated 2021 Inducement Plan, consisting of (i) time-based restricted stock units (“RSUs”) with an aggregate value of $1,750,000 and (ii) performance-based RSUs (“PSUs”) subject to relative total stockholder return (“TSR”) performance goals with an aggregate value of $2,550,000, in each case with the number of units determined based on the trailing average closing price of the Company’s common stock over the 30 trading days ending on and including the trading day preceding the grant date. The RSUs will vest as to 25% on October 20, 2027, with the remainder vesting in 12 equal quarterly installments thereafter, subject to Mr. Cumming’s continued service through the applicable vesting date. The PSUs will vest, if at all, at between 0% and 200% of target, subject to the achievement of Company TSR goals relative to the median company in the Russell 2000 Index over a three-year performance period beginning on the grant date, as established by the Board’s Compensation Committee, and Mr. Cumming’s continued service through the achievement certification date.
Pursuant to the Offer Letter, if the Company terminates Mr. Cumming’s employment without “cause” or Mr. Cumming resigns for “good reason” (each as defined in the Offer Letter), then, subject to Mr. Cumming’s execution of a release of claims against the Company, he would receive (i) an amount equal to 100% of his annual base salary in substantially equal installments during the following 12 months, (ii) a prorated portion of his annual bonus for the year of termination based on actual performance through the termination date, and (iii) payment or reimbursement for up to 12 months of healthcare continuation coverage. If his termination without cause or resignation for good reason occurs within two months before or 12 months after a change in control, then, subject to Mr. Cumming’s execution of a release of claims against the Company, Mr. Cumming would, in lieu of the previously-described payments and benefits, receive (i) an amount equal to 150% of his annual base salary plus 150% of his annual bonus paid or payable for the most recently completed fiscal year, paid in substantially equal installments during the following 12 months, (ii) a prorated portion of his annual bonus for the year of termination based on actual performance through the termination date, (iii) payment or reimbursement for up to 18 months of healthcare continuation coverage, and (iv) unless otherwise provided in an applicable award agreement, 100% vesting of all outstanding equity awards.
The foregoing description of the terms of the Offer Letter is qualified in its entirety by reference to the full text of the Offer Letter, a copy of which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for fiscal 2026.
In connection with his appointment, Mr. Cumming is expected to enter into the Company’s standard form of indemnification and advancement agreement.
There is no arrangement or understanding between Mr. Cumming and any other person pursuant to which he was appointed as CFO. There are no family relationships between Mr. Cumming and any director or executive officer of the Company as defined in Item 401(d) of Regulation S-K, and Mr. Cumming has no direct or indirect material interest in any transaction or proposed transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
| Item 7.01 | Regulation FD Disclosure. |
A copy of the Company’s press release announcing the appointment of Mr. Cumming as CFO is attached hereto as Exhibit 99.1 and is incorporated by reference.
The information furnished pursuant to Items 2.02 and 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, 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 (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 10.1#* | Form of Indemnification and Advancement Agreement for Directors and Officers | |
| 99.1** | Press release titled “Penguin Solutions Appoints Stephen Cumming as Senior Vice President and Chief Financial Officer to Support Accelerated Growth” dated October 6, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| * | Incorporated by reference to Exhibit 10.1 to the Form 8-K12B filed June 30, 2025. |
| ** | Furnished herewith. |
| # | Indicates management contract or compensatory plan. |
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: October 6, 2026 | Penguin Solutions, Inc. | |||||
| By: | /s/ Anne Kuykendall | |||||
| Anne Kuykendall | ||||||
| Senior Vice President and Chief Legal Officer | ||||||
Exhibit 99.1
Press Release
Penguin Solutions Appoints Stephen Cumming as Senior Vice President and Chief Financial Officer to Support Accelerated Growth
Penguin separately reports fourth quarter and fiscal 2026 results with multiple company records and raises full year fiscal 2027 outlook
FREMONT, Calif. – October 6, 2026 – Penguin Solutions, Inc. (“Penguin Solutions,” “Penguin,” or the “Company”) (Nasdaq: PENG), the AI Factory Platform Company, today announced the appointment of Stephen Cumming as Senior Vice President and Chief Financial Officer, effective immediately.
“We enter fiscal 2027 with strong AI-driven momentum, meaningful operating leverage, and a clear strategy to scale our AI Factory Platform business,” said Kash Shaikh, President and CEO of Penguin Solutions. “We are pleased to welcome Stephen at this exciting time for Penguin. Stephen’s extensive public-company experience and track record of operational rigor will strengthen our executive leadership team as we drive disciplined execution, pursue durable, profitable growth and remain obsessed with our customers’ success.”
Cumming is an experienced public company executive with a track record of financial leadership across public and private companies in the infrastructure systems, software, services, and semiconductor industries, most recently serving as the Chief Financial Officer of Edgio. Cumming has served as CFO of multiple public companies and brings deep expertise in operational scaling, financial strategy, and investor relations.
“I am excited to join Penguin Solutions at this important stage in its growth,” said Cumming. “The Company has built a differentiated position at the intersection of data center AI infrastructure and memory, with a significant opportunity ahead as customers scale production AI. I look forward to partnering with Kash and the team as we aim to execute on this opportunity, scale the business efficiently with strong financial discipline, and help translate growth into sustainable earnings, cash flow, and long-term shareholder value.”
Prior to Edgio, Cumming served as Chief Financial Officer of Cambium Networks, a global provider of networking solutions, where he successfully led the company through its initial public offering in 2019. He previously served as Chief Financial Officer of Kenandy, Inc., a cloud-based enterprise software company. He also spent 21 years in the semiconductor industry, serving as Chief Financial Officer of Atmel Corporation, and holding senior finance leadership roles at Fairchild Semiconductor and National Semiconductor. He received his Bachelor of Science in Business from the University of Surrey and is a UK Chartered Management Accountant. With Cumming’s appointment, Aaron Johnson, who has served as Interim CFO since July 2026, will return to his role as Vice President of Finance and Accounting.
Fourth Quarter and Fiscal Year 2026 Conference Call and Webcast Information
In a separate release today, Penguin Solutions reported its fourth quarter and full year fiscal 2026 financial results. Management will host a conference call and webcast 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, after which they will receive dial-in information as well as a conference ID. The live webcast will also be available on the Penguin Solutions investor relations website, along with the related earnings press release and slide presentation.
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 Penguin Solutions’ business momentum and market position; statements regarding the expected contributions of executive leadership appointments; statements regarding AI-related demand, customer pipeline, market opportunities, industry trends and product performance; statements regarding the Company’s strategy to scale its AI Factory Platform business, operating leverage, and ability to translate growth into sustainable earnings, cash flow, and shareholder value; and statements regarding the business and financial outlook for fiscal year 2027.
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 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 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.
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.
Lerin O’Neill
Penguin Solutions
Corporate Communications
pr@penguinsolutions.com
Lana Adair
Investor Relations
ir@penguinsolutions.com