Penguin Solutions (PENG) SVP logs 1,346-share 10b5-1 stock sale

Rhea-AI Filing Summary

Penguin Solutions, Inc. insider trading update: Senior Vice President and President, Optimized LED, Clark Joseph Gates reported an open-market sale of 1,346 shares of Penguin Solutions common stock on February 10, 2026.

The shares were sold at a price of $19.03 per share, and the transaction is coded as a sale in the open market. After this trade, Gates directly beneficially owns 122,318 shares of Penguin Solutions common stock.

The filing notes that this trade was executed under a pre-established Rule 10b5-1 trading plan adopted by the reporting person on November 11, 2025, which is designed to allow scheduled sales under predetermined conditions.

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 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2026

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	02/10/2026		S(1)		1,346	D	$19.03	122,318	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	02/12/2026
	** 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.

FAQ

What insider transaction did Penguin Solutions (PENG) report in this Form 4?

Penguin Solutions reported that officer Clark Joseph Gates executed an open-market sale of 1,346 shares of common stock at $19.03 per share on February 10, 2026. After this transaction, he directly holds 122,318 Penguin Solutions shares.

Who is the insider involved in the latest Penguin Solutions (PENG) Form 4 filing?

The insider is Clark Joseph Gates, who serves as Senior Vice President and President, Optimized LED at Penguin Solutions. He reported selling 1,346 shares of common stock and now directly beneficially owns 122,318 shares following the disclosed transaction.

How many Penguin Solutions (PENG) shares did the insider sell and at what price?

Clark Joseph Gates sold 1,346 shares of Penguin Solutions common stock at a price of $19.03 per share. The transaction was reported as an open-market sale and was executed on February 10, 2026, according to the Form 4 filing.

How many Penguin Solutions (PENG) shares does the insider still own after the sale?

Following the reported transaction, Clark Joseph Gates directly beneficially owns 122,318 shares of Penguin Solutions common stock. This post-transaction ownership figure is disclosed in the Form 4 and reflects his holdings after selling 1,346 shares in the open market.

Was the Penguin Solutions (PENG) insider trade made under a Rule 10b5-1 plan?

Yes. The Form 4 states the sale was effected under a previously established Rule 10b5-1 trading plan adopted by Clark Joseph Gates on November 11, 2025. Such plans allow pre-scheduled trades under predetermined conditions to help manage insider trading concerns.

What type of transaction code appears in the Penguin Solutions (PENG) Form 4?

The filing lists transaction code “S,” indicating a sale in an open market or private transaction. In this case, Clark Joseph Gates sold 1,346 shares of Penguin Solutions common stock at $19.03 per share on February 10, 2026.