Penguin Solutions (PENG) director Sandeep Nayyar granted 10,034 RSUs at $0

Rhea-AI Filing Summary

Penguin Solutions, Inc. director receives stock award. Director Sandeep Nayyar was granted 10,034 shares of Penguin Solutions common stock on February 6, 2026 as an equity award priced at $0 per share. Following this grant, he beneficially owns 45,417 common shares directly.

The award is in the form of restricted stock units that are scheduled to vest in full on the earlier of February 6, 2027 or the date of the annual stockholder meeting at which his board term expires, provided he continues serving through the vesting date.

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^*

NAYYAR SANDEEP

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2026

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	02/06/2026		A		10,034(1)	A	$0	45,417	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. Represents a restricted stock unit award that is scheduled to vest in full on the earlier of February 6, 2027 or the date of the annual meeting of stockholders at which the reporting person's term expires, subject to the reporting person's continued service through the vesting date.

Remarks:

	/s/ Anne Kuykendall as attorney-in-fact for Sandeep Nayyar	02/10/2026
	** 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.

FAQ

What insider transaction did Penguin Solutions (PENG) disclose for Sandeep Nayyar?

Penguin Solutions reported that director Sandeep Nayyar received an award of 10,034 shares of common stock on February 6, 2026. The transaction was coded as an acquisition at a price of $0 per share, reflecting an equity compensation grant.

How many Penguin Solutions (PENG) shares does Sandeep Nayyar own after this Form 4?

After the reported grant, director Sandeep Nayyar beneficially owns 45,417 shares of Penguin Solutions common stock directly. This figure includes the 10,034-share award reported in the Form 4 and reflects his holdings immediately following the transaction.

What type of equity award did Penguin Solutions (PENG) grant to director Sandeep Nayyar?

The filing shows a restricted stock unit (RSU) award covering 10,034 shares of Penguin Solutions common stock. RSUs are share-based compensation that typically convert into common shares upon vesting, aligning director incentives with shareholder interests.

When do Sandeep Nayyar’s Penguin Solutions (PENG) RSUs vest?

The RSU award is scheduled to vest in full on the earlier of February 6, 2027 or the date of the annual meeting of stockholders at which his term expires. Vesting requires his continued service through the applicable vesting date.

Did Sandeep Nayyar pay cash for the Penguin Solutions (PENG) shares reported?

No cash payment was made for this transaction. The Form 4 shows an acquisition of 10,034 common shares at a price of $0 per share, indicating a compensatory grant of restricted stock units rather than an open-market purchase.

What is the relationship of the reporting person to Penguin Solutions (PENG)?

The reporting person, Sandeep Nayyar, is identified as a director of Penguin Solutions, Inc. He is not listed as an officer or 10% owner in the filing, and the Form 4 is filed solely on his behalf as an individual reporting person.