Penguin Solutions' Clark receives 30,932 vested shares

Vesting of the SVP and Pres, Optimized LED's award depended on relative stockholder-return goals and continued employment through certification.

Rhea-AI Filing Summary

Penguin Solutions, Inc. SVP and Pres, Optimized LED Joseph Gates Clark acquired 30,932 shares through vesting of performance-based restricted stock units (PSUs) on October 3, 2026. The same day, 13,437 shares were surrendered to the issuer for tax withholding at a reported $61.36 per share; the footnote states that no shares were sold.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Clark Joseph Gates

Role SVP and Pres, Optimized LED

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1	30,932	$0.00	$0.00
Tax Withholding	Common Stock F2	13,437	$61.36	$824K

Holdings After Transaction: Common Stock — 87,773 shares (Direct)

Footnotes (2)

1. F1. On September 25, 2023, 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 3, 2026, the Committee certified the performance goal achievement and determined that 30,932 PSUs were earned by the reporting person and vested as of such date.
2. F2. Reflects shares surrendered to the Issuer to satisfy tax withholding obligations in connection with vesting of PSUs. No shares were sold.

Key Figures

PSUs earned and vested: 30,932 PSUs Shares surrendered for tax withholding: 13,437 shares Reported price per share for shares surrendered: $61.36 per share +1 more

4 metrics

PSUs earned and vested 30,932 PSUs October 3, 2026

Shares surrendered for tax withholding 13,437 shares October 3, 2026

Reported price per share for shares surrendered $61.36 per share Tax withholding on October 3, 2026

PSU performance period Three years Performance period tied to the PSU award

Key Terms

performance-based restricted stock units, total stockholder return, tax withholding obligations

3 terms

performance-based restricted stock units financial

"performance-based restricted stock units ("PSUs")"

Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.

total stockholder return financial

"achievement of total stockholder return goals"

Total stockholder return is the percentage gain or loss an investor would have experienced over a period from both changes in a stock’s price and any cash payouts such as dividends, assuming those payouts are reinvested in the stock. It matters because it shows the complete financial outcome of owning a share — like measuring both a house’s change in sale value and the rent you collected — and lets investors fairly compare performance across companies and time.

tax withholding obligations financial

"satisfy tax withholding obligations"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many shares did PENG executive Joseph Gates Clark acquire or surrender?

Joseph Gates Clark acquired 30,932 shares through PSU vesting on October 3, 2026, and 13,437 shares were surrendered to the issuer for tax withholding at a reported $61.36 per share. The footnote states that no shares were sold.

What conditions applied to Joseph Gates Clark's PENG PSU award?

The performance-based restricted stock units were granted on September 25, 2023. Vesting depended on total stockholder return goals relative to the median company in the Russell 2000 Index after a three-year performance period and on continued employment through the Compensation Committee's certification.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/06/2026 - 07:21 PM Accepted by SEC EDGAR 10/06/2026 - 07:20 PM Learn about SEC filing dates

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)
10/03/2026

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	10/03/2026		A		30,932(1)	A	$0	101,210	D
Common Stock	10/03/2026		F		13,437(2)	D	$61.36	87,773	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 25, 2023, 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 3, 2026, the Committee certified the performance goal achievement and determined that 30,932 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	10/06/2026
	** 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)