[Form 4] Penguin Solutions, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Penguin Solutions (PENG) reported an insider equity event. On 10/14/2025, an officer (SVP and Pres, Optimized LED) had 53,978 PSUs earned and vested after the Compensation Committee certified performance under a three-year total stockholder return program. To cover withholding taxes from the vesting, 23,535 shares were surrendered to the issuer at $22.32 per share; no shares were sold on the market. Following these transactions, the officer directly beneficially owned 127,729 shares of common stock.

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^*

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)
10/14/2025

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	10/14/2025		A		53,978(1)	A	$0	151,264	D
Common Stock	10/14/2025		F		23,535(2)	D	$22.32	127,729	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. On September 26, 2022, the reporting person was granted performance-based restricted stock units ("PSUs"), the vesting of which was (i) tied to the achievement of total stockholder return goals relative to the performance of the median company in the Russell 2000 Index following the end of a given three-year performance period, and (ii) subject to the reporting person's continued employment through the date of certification of performance by the Compensation Committee of the Issuer's Board of Directors (the "Committee"). On October 14, 2025, the Committee certified the performance goal achievement and determined that 53,978 PSUs were earned by the reporting person and vested as of such date.

2. Reflects shares surrendered to the Issuer to satisfy tax withholding obligations in connection with vesting of PSUs. No shares were sold.

Remarks:

	/s/ Anne Kuykendall as attorney-in-fact for Joseph Gates Clark	10/16/2025
	** 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 did Penguin Solutions (PENG) disclose in this Form 4?

An officer had 53,978 PSUs vest on 10/14/2025 after performance certification, with related tax withholding handled via share surrender.

How were taxes handled for the PSU vesting at PENG?

23,535 shares were surrendered to the issuer at $22.32 per share to satisfy tax withholding obligations; no market sale occurred.

What is the officer’s post-transaction share ownership at PENG?

The officer directly beneficially owned 127,729 shares of Penguin Solutions common stock after the reported transactions.

What performance metric governed the PSU award at PENG?

Vestings were tied to total stockholder return relative to the median company in the Russell 2000 Index over a three-year period, subject to continued employment.

Was any open-market sale reported in this Form 4 for PENG?

No. The filing notes shares were surrendered for taxes and no shares were sold.

Who certified the PSU performance achievement at PENG?

The Compensation Committee certified the performance goal achievement on 10/14/2025.