Penguin Solutions (PENG) director awarded 10,034 restricted stock units

Rhea-AI Filing Summary

Penguin Solutions, Inc. director Maximiliane Straub received a grant of 10,034 shares of common stock as a restricted stock unit (RSU) award on February 6, 2026. The award was granted at a price of $0 per share.

The RSUs are scheduled to vest in full on the earlier of February 6, 2027 or the date of the annual meeting of stockholders at which Straub’s director term expires, provided she continues in service through that vesting date. After this grant, Straub beneficially owns 66,975 shares of Penguin Solutions common stock in direct ownership.

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^*

Straub Maximiliane C

(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	66,975	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 Maximiliane Straub	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.
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FAQ

What did Penguin Solutions (PENG) disclose about Maximiliane Straub’s new equity grant?

Penguin Solutions disclosed that director Maximiliane Straub received a restricted stock unit award covering 10,034 shares of common stock on February 6, 2026, at a grant price of $0 per share, increasing her directly owned beneficial holdings to 66,975 shares after the transaction.

How many Penguin Solutions shares were granted to director Maximiliane Straub?

Director Maximiliane Straub was granted 10,034 shares of Penguin Solutions common stock as a restricted stock unit award. These RSUs add to her existing holdings, leaving her with a total of 66,975 beneficially owned common shares after the reported Form 4 transaction.

When do Maximiliane Straub’s 10,034 Penguin Solutions RSUs vest?

The 10,034 restricted stock units granted to Maximiliane Straub are scheduled to vest in full on the earlier of February 6, 2027 or the date of the annual stockholder meeting at which her director term expires, assuming she continues serving with the company through that vesting date.

Is Maximiliane Straub’s Penguin Solutions equity grant a restricted stock unit award?

Yes. The Form 4 states that the 10,034-share grant to director Maximiliane Straub represents a restricted stock unit award. These RSUs convert into common shares upon vesting, subject to her continued service with Penguin Solutions through the applicable vesting date conditions.

What is Maximiliane Straub’s total Penguin Solutions share ownership after this Form 4?

After the February 6, 2026 RSU grant of 10,034 shares, Maximiliane Straub beneficially owns 66,975 shares of Penguin Solutions common stock. The Form 4 identifies this ownership as direct, reflecting her holdings following the reported equity award transaction.

Does Maximiliane Straub’s Penguin Solutions RSU grant have a purchase price?

The filing shows the 10,034-share restricted stock unit award to Maximiliane Straub at a price of $0 per share. This reflects a compensatory equity grant rather than an open-market purchase, with actual share delivery occurring upon satisfaction of the vesting conditions described.