Penguin Solutions (PENG) SVP Clark Gates sells 5,000 shares under 10b5-1 plan

Rhea-AI Filing Summary

Penguin Solutions, Inc. senior vice president Clark Joseph Gates executed an open-market sale of 5,000 shares of Common Stock at $34.75 per share on May 5, 2026. After this transaction, he directly holds 81,776 shares of Penguin Solutions common stock.

The filing notes that this sale was carried out under a previously established Rule 10b5-1 trading plan, indicating the trade was pre-scheduled rather than a discretionary, one-time decision.

Insider Trade Summary 10b5-1

Net Seller: 5,000 shares ($173,750)

Net Sell 1 txn

Insider Clark Joseph Gates

Role SVP and Pres, Optimized LED

Sold 5,000 shs ($174K)

Type	Security	Shares	Price	Value
Sale	Common Stock	5,000	$34.75	$174K

Holdings After Transaction: Common Stock — 81,776 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares sold: 5,000 shares Sale price: $34.75 per share Shares held after transaction: 81,776 shares +1 more

4 metrics

Shares sold 5,000 shares Open-market sale of Common Stock on May 5, 2026

Sale price $34.75 per share Price for 5,000-share open-market sale

Shares held after transaction 81,776 shares Direct holdings after reported sale

Net shares sold 5,000 shares Net sell direction in transaction summary

Key Terms

Rule 10b5-1 Plan, open-market sale, Common Stock

3 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" for the Common Stock transaction"

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.

Common Stock financial

"security_title: "Common Stock" for the reported transaction"

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 →

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).

X

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)
05/05/2026

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	05/05/2026		S(1)		5,000	D	$34.75	81,776	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. This transaction was effected pursuant to a previously established Rule 10b5-1 Plan adopted by the reporting person on November 11, 2025.

Remarks:

	/s/ Anne Kuykendall as attorney-in-fact for Joseph Gates Clark	05/07/2026
	** 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)

FAQ

What insider transaction did PENG executive Clark Joseph Gates report?

Clark Joseph Gates reported an open-market sale of 5,000 shares of Penguin Solutions Common Stock. The shares were sold at $34.75 each, and the transaction is disclosed as a routine Form 4 insider trading report.

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

After selling 5,000 shares, Clark Joseph Gates directly holds 81,776 shares of Penguin Solutions Common Stock. This post-transaction balance is reported in the Form 4 and reflects his remaining direct equity position following the disclosed trade.

At what price were the PENG shares sold in Clark Gates’ Form 4 filing?

The 5,000 Penguin Solutions shares were sold at $34.75 per share. This per-share sale price is disclosed in the Form 4 and represents the transaction price for the open-market sale executed on May 5, 2026.

Was Clark Joseph Gates’ sale of PENG shares under a Rule 10b5-1 plan?

Yes. The filing states the transaction was effected under a previously established Rule 10b5-1 Plan. Such plans allow pre-scheduled trades, indicating the timing of this sale was determined in advance rather than decided at the moment.

What role does Clark Joseph Gates hold at Penguin Solutions (PENG)?

Clark Joseph Gates serves as an officer of Penguin Solutions with the title "SVP and Pres, Optimized LED." His Form 4 filing reflects an insider transaction in the company’s Common Stock consistent with his status as a senior executive.