Penguin Solutions (PENG) SVP sells 12,546 shares under 10b5-1 plan

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Penguin Solutions, Inc. executive Clark Joseph Gates, SVP and President of Optimized LED, reported an open-market sale of 12,546 shares of common stock at a weighted average price of $22.5476 per share. After this transaction, he directly holds 99,726 shares of Penguin Solutions common stock.

The sale was carried out under a previously established Rule 10b5-1 trading plan, which is a pre-arranged program that schedules share sales in advance. This structure makes the transaction appear more like planned portfolio management than a discretionary decision based on recent company developments.

Insights

Pre-planned insider sale of a modest portion of holdings.

Clark Joseph Gates, a senior executive at Penguin Solutions, Inc., executed an open-market sale of 12,546 shares of common stock at a weighted average of $22.5476 per share. This reduced, but did not eliminate, his equity exposure.

Following the sale, he directly owns 99,726 shares, so the transaction represents a relatively small fraction of his position. The filing notes it was made under a previously established Rule 10b5-1 Plan, indicating the trades were pre-scheduled rather than timed in response to short-term news.

Because the transaction is both limited in scale relative to his remaining stake and executed pursuant to a trading plan, it looks like routine liquidity management. Subsequent filings may provide additional context if further scheduled sales occur under the same plan.

Insider Trade Summary 10b5-1

Net Seller: 12,546 shares ($282,882)

Net Sell 1 txn

Insider Clark Joseph Gates

Role SVP and Pres, Optimized LED

Sold 12,546 shs ($283K)

Type	Security	Shares	Price	Value
Sale	Common Stock	12,546	$22.5476	$283K

Holdings After Transaction: Common Stock — 99,726 shares (Direct)

Footnotes (1)

This transaction was effected pursuant to a previously established Rule 10b5-1 Plan adopted by the reporting person on November 11, 2025. This transaction was executed in multiple trades at prices ranging from $22.50 to $22.68. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.

Key Figures

Shares sold: 12,546 shares Weighted average sale price: $22.5476 per share Price range: $22.50–$22.68 per share +2 more

5 metrics

Shares sold 12,546 shares Open-market sale of common stock

Weighted average sale price $22.5476 per share Common stock sale on 2026-04-09

Price range $22.50–$22.68 per share Multiple trade executions in single transaction

Shares owned after transaction 99,726 shares Direct holdings of common stock following sale

Net share change -12,546 shares Net selling activity in this Form 4

Key Terms

Rule 10b5-1 Plan, open-market sale, weighted average sale price, non-derivative, +1 more

5 terms

Rule 10b5-1 Plan regulatory

"This transaction was effected pursuant to a previously established Rule 10b5-1 Plan adopted by the reporting person"

A Rule 10b5-1 plan is a prearranged, written schedule that lets corporate insiders buy or sell company stock at set times or amounts, even if they later learn material nonpublic information. Think of it like setting an automatic thermostat for trades: it creates a clear record that trades were planned in advance, reducing the risk of insider-trading accusations and helping investors trust that insider transactions are routine rather than based on secret information.

open-market sale financial

"transaction_action: open-market sale"

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

weighted average sale price financial

"The price reported above reflects the weighted average sale price."

non-derivative financial

"transaction_type: non-derivative"

Common Stock financial

"security_title: Common Stock"

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

Form 4 Insider Transactions: What Each Field Means →

04/10/2026 - 04:20 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Clark Joseph Gates

(Last)

(First)

(Middle)

C/O PENGUIN SOLUTIONS, INC.

45800 NORTHPORT LOOP WEST

(Street)

FREMONT

CALIFORNIA

94538

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Penguin Solutions, Inc. [ PENG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP and Pres, Optimized LED

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/09/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/09/2026		S⁽¹⁾		12,546	D	$22.5476⁽²⁾	99,726	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. This transaction was effected pursuant to a previously established Rule 10b5-1 Plan adopted by the reporting person on November 11, 2025.

2. This transaction was executed in multiple trades at prices ranging from $22.50 to $22.68. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.

Remarks:

	/s/ Anne Kuykendall as attorney-in-fact for Joseph Gates Clark	04/10/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did PENG executive Clark Joseph Gates report?

Clark Joseph Gates reported an open-market sale of 12,546 shares of Penguin Solutions common stock. The weighted average price was about $22.55 per share, and the sale modestly reduced his direct ownership while leaving him with a substantial remaining stake in the company.

At what price did Clark Joseph Gates sell Penguin Solutions (PENG) shares?

He sold 12,546 Penguin Solutions shares at a weighted average price of approximately $22.5476 per share. Trades were executed in multiple lots between $22.50 and $22.68, with the reported figure representing the overall weighted average sale price across those trades.

How many Penguin Solutions (PENG) shares does Clark Joseph Gates still own after the sale?

After the reported sale, Clark Joseph Gates directly owns 99,726 shares of Penguin Solutions common stock. This shows he retains a significant ongoing equity position in the company despite the recent open-market disposition of a portion of his holdings.

Was the PENG insider sale by Clark Joseph Gates part of a Rule 10b5-1 plan?

Yes. The filing specifies the sale was effected under a previously established Rule 10b5-1 Plan adopted by Clark Joseph Gates. Such trading plans pre-schedule transactions, indicating the timing is pre-arranged rather than based on recent company-specific developments.

What does a Rule 10b5-1 trading plan mean for PENG insider transactions?

A Rule 10b5-1 plan allows insiders to preset instructions for future trades, like sales of Penguin Solutions shares. Once in place, trades execute automatically under defined conditions, helping separate routine liquidity management from discretionary trading based on near-term information.