Every 8-K that Penguin Solutions, Inc. (PENG) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow PENG and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full PENG filings page.
Penguin Solutions, Inc. issued $750.0 million aggregate principal amount of 0.00% Convertible Senior Notes due 2031 in a private Rule 144A offering. The notes bear no regular interest, mature on August 1, 2031, and are convertible into cash and, if applicable, common stock at an initial rate of 8.5690 shares per $1,000 (conversion price about $116.70 per share), with issuer redemption and holder repurchase rights tied to “fundamental change” events and stock price thresholds.
The company expects net proceeds of approximately $735.1 million, to be used to repurchase $135.5 million of 2.00% convertible notes due 2029 and $160.0 million of 2.00% convertible notes due 2030 for cash plus approximately 4.7 million and 4.0 million shares of common stock, respectively, repay $100.0 million under its credit agreement, and fund $49.1 million of capped call transactions with an initial cap price of $175.05 per share. Initially, a maximum of 9,640,050 shares may be issued upon conversion based on the maximum conversion rate, while the capped calls are expected generally to reduce potential dilution and/or offset cash payments above principal upon conversion, subject to the cap.
Penguin Solutions reported a record third quarter of fiscal 2026, with net sales of $478.7M, up 48% from a year earlier, driven by strong AI-related demand across Integrated Memory and AI Infrastructure. GAAP operating income rose to $51M, a 417% increase, and GAAP diluted EPS improved to $0.68 from a slight loss.
On a non-GAAP basis, operating income reached $64M, up 67%, and diluted EPS climbed to $0.84 from $0.47. The company raised its fiscal 2026 outlook, now targeting net sales growth of 22% plus or minus 2%, GAAP EPS of $1.97 ±$0.05, and non-GAAP EPS of $2.60 ±$0.05, reflecting very strong agentic AI-driven demand.
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.
Penguin Solutions, Inc. announced a planned CFO transition and reaffirmed its financial outlook for full-year fiscal 2026. Senior Vice President and CFO Nate Olmstead will resign effective July 8, 2026, to pursue another opportunity, and will not receive severance.
Vice President of Finance and Accounting Aaron Johnson will become interim CFO and principal financial and accounting officer effective July 9, 2026, while the company conducts a search for a permanent CFO. The company reaffirmed its fiscal 2026 outlook and expects both net sales and diluted EPS to be at the high end of its prior ranges, citing strong agentic AI-driven demand, and plans to report third-quarter 2026 results on July 7, 2026.
Penguin Solutions, Inc. reported that its board of directors increased its authorized size to eight members and appointed David Heard, President of Network Infrastructure at Nokia, as a Class I director and member of the Compensation Committee, effective immediately, with a term expiring at the 2029 annual meeting of stockholders.
Heard, age 58, is a veteran technology executive with leadership roles at Nokia and former CEO experience at Infinera. He will receive an initial grant of 4,485 restricted stock units under the Independent Director Compensation Policy, vesting over time, and was determined to be independent under Nasdaq rules. The company also furnished a press release highlighting his role in supporting its AI Factory Platform strategy.
Penguin Solutions reported mixed but improving results for Q2 fiscal 2026 and raised its full-year outlook. Net sales were $343 million, down about 6% from the prior year, as Advanced Computing revenue declined while Integrated Memory grew strongly. GAAP gross margin slipped to 27.3%, but non-GAAP gross margin improved to 31.2%.
GAAP diluted EPS jumped to $0.58 from $0.09 a year earlier, helped by a large gain on an equity investment, while non-GAAP diluted EPS held steady at $0.52. The company now targets full-year 2026 net sales growth of 12% year over year, up from 6%, and raises its GAAP EPS outlook to $1.30 and non-GAAP EPS to $2.15 at the midpoint. Management cites expanding AI/HPC demand and strong memory-driven performance as key drivers.
Penguin Solutions, Inc. has completed the divestiture of its remaining stake in its Brazil memory module business. On March 30, 2026, its wholly owned indirect subsidiary SMART Modular Technologies (LX) S.à r.l. sold its final 19% interest in Zilia Technologies for $46.08 million to Lexar Europe B.V. under a previously signed Stock Transfer Agreement.
After this transaction, the seller no longer holds any interest in Zilia Technologies, which assembles and tests commodity memory modules for electronics manufacturers serving Brazilian consumers. Buyer had already acquired the other 81% interest in November 2023, so Zilia Technologies is now wholly owned by the buyer.
Penguin Solutions, Inc. held its 2026 annual meeting of stockholders on February 6, 2026, with 50,623,409 votes represented, equal to 86.30% of the voting power entitled to vote as of the December 8, 2025 record date.
Stockholders elected Mark Papermaster as a Class I director to serve until the 2029 annual meeting, with 42,973,370 votes for and 2,056,797 withheld, plus 5,593,242 broker non-votes. They also ratified Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending August 28, 2026, with 50,105,790 votes for, 472,396 against, and 45,223 abstentions.
On a non-binding advisory basis, stockholders approved the compensation of the company’s named executive officers, with 43,633,758 votes for, 1,312,811 against, 83,598 abstentions, and 5,593,242 broker non-votes.
Penguin Solutions, Inc. announced a planned CEO transition. Mark Adams will retire and step down as President, Chief Executive Officer, and director effective February 1, 2026, then serve as a paid consultant for up to nine months while his existing equity awards continue to vest.
The board appointed Kash Shaikh as the new President, Chief Executive Officer, principal executive officer, and Class III director effective February 2, 2026. His offer includes an $890,000 base salary, a target bonus equal to 125% of salary, a $2,000,000 sign-on bonus subject to repayment conditions, and several large time-based and performance-based RSU and PSU grants with multi‑year vesting and performance goals.
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.