Penguin Solutions (PENG) CFO surrenders shares to cover RSU tax

Rhea-AI Filing Summary

Penguin Solutions, Inc. SVP and CFO Nathan Olmstead reported a routine tax-related share disposition. On April 20, 2026, 2,605 shares of common stock were surrendered to the company to cover tax withholding tied to vesting of restricted stock units at an indicated value of $26.74 per share. The footnote clarifies that no shares were sold in the market, and Olmstead continued to hold 101,233 shares directly after this transaction.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Olmstead Nathan

Role SVP and CFO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	2,605	$26.74	$70K

Holdings After Transaction: Common Stock — 101,233 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares surrendered for tax: 2,605 shares Indicated share value: $26.74 per share Shares held after transaction: 101,233 shares

3 metrics

Shares surrendered for tax 2,605 shares Tax-withholding disposition on April 20, 2026

Indicated share value $26.74 per share Value used for tax-withholding disposition

Shares held after transaction 101,233 shares Direct ownership following Form 4 transaction

Key Terms

restricted stock units, tax withholding obligations, Form 4

3 terms

restricted stock units financial

"in connection with vesting of restricted stock units. No shares were sold."

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 in connection with vesting of restricted stock units."

Form 4 regulatory

"INSIDER FILING DATA (Form 4):"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

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).

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^*

Olmstead Nathan

(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 CFO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/20/2026

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	04/20/2026		F(1)		2,605	D	$26.74	101,233	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.

Remarks:

	/s/ Anne Kuykendall as attorney-in-fact for Nathan Olmstead	04/22/2026
	** 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)

FAQ

What insider transaction did Penguin Solutions (PENG) report for CFO Nathan Olmstead?

Penguin Solutions reported that CFO Nathan Olmstead surrendered 2,605 shares of common stock to the company. This satisfied tax withholding obligations related to vesting restricted stock units and was not an open-market sale of shares.

How many Penguin Solutions (PENG) shares did the CFO dispose of for tax withholding?

Nathan Olmstead disposed of 2,605 shares of Penguin Solutions common stock. These shares were surrendered back to the issuer specifically to cover tax withholding obligations arising from restricted stock unit vesting.

At what value were the surrendered Penguin Solutions (PENG) shares indicated in the Form 4?

The Form 4 lists the 2,605 surrendered shares at an indicated value of $26.74 per share. This figure reflects the price used for the tax-withholding disposition connected to the restricted stock unit vesting.

How many Penguin Solutions (PENG) shares does the CFO hold after this Form 4 transaction?

Following the tax-withholding disposition, Nathan Olmstead directly holds 101,233 shares of Penguin Solutions common stock. This post-transaction balance is reported in the Form 4 as his remaining direct ownership.

Was the Penguin Solutions (PENG) CFO’s Form 4 transaction an open-market sale?

No, the filing states the shares were surrendered to Penguin Solutions to satisfy tax withholding obligations. The footnote explicitly clarifies that no shares were sold in the open market in this transaction.