Director Sandeep Nayyar sells 20,000 Penguin Solutions (PENG) shares in open market

Rhea-AI Filing Summary

Penguin Solutions, Inc. director Sandeep Nayyar sold 20,000 shares of Common Stock in open-market transactions. The sales occurred on May 11, 2026 and May 12, 2026, with 12,893 shares sold at a weighted average price of $45.0891 and 7,107 shares sold at $43.4800. After these transactions, Nayyar directly owns 25,417 shares of Penguin Solutions common stock.

Insider Trade Summary

Net Seller: 20,000 shares ($890,346)

Net Sell 2 txns

Insider NAYYAR SANDEEP

Role null

Sold 20,000 shs ($890K)

Type	Security	Shares	Price	Value
Sale	Common Stock	7,107	$43.48	$309K
Sale	Common Stock	12,893	$45.0891	$581K

Holdings After Transaction: Common Stock — 25,417 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Total shares sold: 20,000 shares Shares sold on May 11, 2026: 12,893 shares Weighted average price May 11: $45.0891 per share +5 more

8 metrics

Total shares sold 20,000 shares Net shares sold across May 11–12, 2026

Shares sold on May 11, 2026 12,893 shares Open-market sale at weighted average price

Weighted average price May 11 $45.0891 per share Common Stock open-market sale

Shares sold on May 12, 2026 7,107 shares Open-market sale

Price May 12 sale $43.4800 per share Common Stock open-market sale

Holdings after final transaction 25,417 shares Direct ownership after May 12, 2026 sale

Prior-day holdings 32,524 shares Direct ownership after May 11, 2026 sale

Reported sell range May 11 $45.0004–$45.2050 Footnote price range for multiple trades

Key Terms

open-market sale, weighted average sale price, reporting person, Form 4

4 terms

open-market sale financial

"transaction_action: "open-market sale" for each Common Stock 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.

weighted average sale price financial

"The price reported above reflects the weighted average sale price."

reporting person regulatory

"The reporting person hereby undertakes to provide upon request to the SEC staff"

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^*

NAYYAR SANDEEP

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/11/2026

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	05/11/2026		S		12,893	D	$45.0891(1)	32,524	D
Common Stock	05/12/2026		S		7,107	D	$43.48	25,417	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. This transaction was executed in multiple trades at prices ranging from $45.0004 to $45.2050. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.

Remarks:

	/s/ Anne Kuykendall as attorney-in-fact for Sandeep Nayyar	05/13/2026
	** 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 transactions did Penguin Solutions (PENG) report for Sandeep Nayyar?

Penguin Solutions reported that director Sandeep Nayyar sold a total of 20,000 common shares in open-market transactions. The sales were split between May 11, 2026 and May 12, 2026, according to the Form 4 filing.

At what prices did Sandeep Nayyar sell Penguin Solutions (PENG) shares?

On May 11, 2026, Nayyar sold 12,893 shares at a weighted average price of $45.0891 per share. On May 12, 2026, he sold 7,107 shares at $43.4800 per share in additional open-market transactions.

How many Penguin Solutions (PENG) shares does Sandeep Nayyar hold after the sales?

Following the reported transactions, Sandeep Nayyar directly owns 25,417 shares of Penguin Solutions common stock. This figure reflects his remaining holdings after selling a combined 20,000 shares over two consecutive trading days.

What type of insider transactions were reported for Penguin Solutions (PENG)?

The Form 4 shows open-market sales of Penguin Solutions common stock by director Sandeep Nayyar. Both transactions are coded as “S”, indicating sales in the open market or private transactions, rather than option exercises, gifts, or tax withholdings.

Did the Penguin Solutions (PENG) Form 4 mention weighted average pricing?

Yes. For the May 11, 2026 transaction, the filing notes a weighted average sale price of $45.0891 per share, with individual trades executed between $45.0004 and $45.2050, as described in the accompanying footnote.