Penguin Solutions (PENG) SVP sells 5,000 shares in planned Rule 10b5-1 trade

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Penguin Solutions, Inc. senior vice president Clark Joseph Gates reported an open-market sale of common stock. On May 8, 2026, he sold 5,000 shares of Penguin Solutions common stock at $39.99 per share. Following this transaction, he directly holds 76,776 shares of common stock. The sale was executed under a previously established Rule 10b5-1 trading plan adopted on November 11, 2025, indicating the trades were pre-arranged rather than timed discretionarily.

Insider Trade Summary 10b5-1

Net Seller: 5,000 shares ($199,950)

Net Sell 1 txn

Insider Clark Joseph Gates

Role SVP and Pres, Optimized LED

Sold 5,000 shs ($200K)

Type	Security	Shares	Price	Value
Sale	Common Stock	5,000	$39.99	$200K

Holdings After Transaction: Common Stock — 76,776 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares sold: 5,000 shares Sale price: $39.99 per share Shares held after transaction: 76,776 shares +2 more

5 metrics

Shares sold 5,000 shares Open-market sale on May 8, 2026

Sale price $39.99 per share Price for common stock sold on May 8, 2026

Shares held after transaction 76,776 shares Direct ownership following May 8, 2026 sale

Net shares sold 5,000 shares Net-sell direction per transaction summary

Rule 10b5-1 plan adoption date November 11, 2025 Date trading plan was adopted by reporting person

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 on November 11, 2025."

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; transaction_code_description: Sale in open market or private 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"

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 →

05/12/2026 - 06:01 PM

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^*

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)
05/08/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/08/2026		S⁽¹⁾		5,000	D	$39.99	76,776	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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	05/12/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

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

Penguin Solutions reported that executive Clark Joseph Gates sold 5,000 shares of common stock. The sale occurred on May 8, 2026, as an open-market transaction at $39.99 per share, and was executed under a pre-established Rule 10b5-1 trading plan.

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

Clark Joseph Gates sold 5,000 shares of Penguin Solutions common stock at $39.99 per share. This open-market sale was disclosed in a Form 4 filing and was conducted under a previously adopted Rule 10b5-1 trading plan.

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

After the reported sale, Clark Joseph Gates directly holds 76,776 shares of Penguin Solutions common stock. This post-transaction balance is disclosed in the Form 4 and reflects his remaining direct ownership following the 5,000-share open-market sale.

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

Yes. The Form 4 states the transaction was effected under a previously established Rule 10b5-1 Plan adopted by Clark Joseph Gates on November 11, 2025, indicating the trade was pre-arranged rather than a discretionary, spur-of-the-moment decision.

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

The insider is Clark Joseph Gates, who serves as SVP and President, Optimized LED at Penguin Solutions. He reported selling 5,000 shares of common stock in an open-market transaction while retaining 76,776 shares directly after the sale.