Penguin Solutions (PENG) CEO reports 12,513-share tax surrender

Rhea-AI Filing Summary

Penguin Solutions, Inc. President and CEO Mark Adams reported a routine share withholding related to equity compensation. On 01/20/2026, 12,513 shares of common stock were surrendered to the company at $19.96 per share to cover tax withholding arising from the vesting of restricted stock units, and no shares were sold on the market. Following this transaction, Adams beneficially owned 963,183 shares directly and 29,640 shares indirectly through The Adams Family Trust.

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

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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^*

Adams Mark

(Last) (First) (Middle)

C/O PENGUIN SOLUTIONS, INC.

45800 NORTHPORT LOOP WEST

(Street)

FREMONT CA 94538

(City) (State) (Zip)

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

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

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/20/2026

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

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

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

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/20/2026		F(1)		12,513	D	$19.96	963,183	D
Common Stock								29,640	I	The Adams Family Trust

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Reflects shares surrendered to the Issuer to satisfy tax withholding obligations in connection with vesting of restricted stock units. No shares were sold.

Remarks:

	/s/ Anne Kuykendall as attorney-in-fact for Mark Adams	01/21/2026
	** 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).
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FAQ

What insider transaction did Penguin Solutions (PENG) report for Mark Adams?

Mark Adams, President and CEO of Penguin Solutions, Inc., reported the surrender of 12,513 shares of common stock on 01/20/2026 to cover tax withholding on vested restricted stock units.

Was there an open market sale in this Penguin Solutions (PENG) Form 4?

No. The footnote states the transaction reflects shares surrendered to the issuer to satisfy tax withholding obligations in connection with RSU vesting and that no shares were sold.

How many Penguin Solutions (PENG) shares does Mark Adams own after the transaction?

After the reported transaction, Mark Adams beneficially owned 963,183 common shares directly and 29,640 common shares indirectly through The Adams Family Trust.

What is Mark Adams’s role at Penguin Solutions (PENG)?

Mark Adams is reported as both a Director and an Officer of Penguin Solutions, Inc., serving as President and CEO.

How were the 12,513 Penguin Solutions (PENG) shares priced in the Form 4?

The 12,513 surrendered shares of Penguin Solutions common stock were valued at a price of $19.96 per share for the tax withholding transaction.

What is the nature of Mark Adams’s indirect ownership in Penguin Solutions (PENG)?

The Form 4 shows 29,640 common shares held indirectly with the nature of ownership listed as The Adams Family Trust.