Penguin Solutions officer surrenders 1,339 shares

The reported direct position was 86,722 shares after the transaction and included 288 shares purchased in the Employee Stock Purchase Plan on October 15, 2026.

Rhea-AI Filing Summary

Penguin Solutions, Inc. (PENG) SVP and Pres, Optimized LED Joseph Gates Clark had 1,339 shares of common stock surrendered to the issuer on October 20, 2026, to satisfy tax-withholding obligations connected with vesting of restricted stock units; no shares were sold. His reported direct position after the transaction was 86,722 shares, including 288 shares purchased in the issuer’s Amended and Restated Employee Stock Purchase Plan on October 15, 2026.

Insider Trade Summary

Tax Withholding: 1,339 shares

Tax Withholding 1 txn

Insider Clark Joseph Gates

Role SVP and Pres, Optimized LED

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock F1, F2	1,339	$56.54	$76K

Holdings After Transaction: Common Stock — 86,722 shares (Direct)

Footnotes (2)

1. F1. Reflects shares surrendered to the Issuer to satisfy tax withholding obligations in connection with vesting of restricted stock units. No shares were sold.
2. F2. This amount includes 288 shares purchased by the reporting person in the Issuer's Amended and Restated Employee Stock Purchase Plan on October 15, 2026.

Key Figures

Shares surrendered for tax withholding: 1,339 shares Direct shares following transaction: 86,722 shares Employee Stock Purchase Plan shares: 288 shares +1 more

4 metrics

Shares surrendered for tax withholding 1,339 shares October 20, 2026; in connection with vesting of restricted stock units

Direct shares following transaction 86,722 shares Reported after the October 20, 2026 transaction

Employee Stock Purchase Plan shares 288 shares Purchased October 15, 2026; included in the reported post-transaction amount

Reported per-share amount $56.54 per share Reported with the October 20, 2026 tax-withholding disposition; no shares were sold

Key Terms

restricted stock units, tax withholding obligations, Amended and Restated Employee Stock Purchase Plan

3 terms

restricted stock units financial

"vesting of restricted stock units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax withholding obligations financial

"satisfy tax withholding obligations"

Amended and Restated Employee Stock Purchase Plan financial

"Issuer's Amended and Restated Employee Stock Purchase Plan"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many PENG shares were surrendered for tax withholding?

Joseph Gates Clark surrendered 1,339 shares to the issuer on October 20, 2026, to satisfy tax-withholding obligations connected with vesting of restricted stock units. The filing states that no shares were sold.

How many shares did Joseph Gates Clark hold after the PENG transaction?

Joseph Gates Clark reported 86,722 directly held shares after the transaction. That amount includes 288 shares he purchased in the issuer’s Amended and Restated Employee Stock Purchase Plan on October 15, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/22/2026 - 07:56 PM EDT Accepted by SEC EDGAR 10/22/2026 - 07:56 PM EDT Learn about SEC filing dates

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)
10/20/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/20/2026		F(1)		1,339	D	$56.54	86,722(2)	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)
				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.

2. This amount includes 288 shares purchased by the reporting person in the Issuer's Amended and Restated Employee Stock Purchase Plan on October 15, 2026.

Remarks:

	/s/ Anne Kuykendall as attorney-in-fact for Joseph Gates Clark	10/22/2026
	** 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)