Penguin Solutions director receives 4,485-share RSU grant

HEARD DAVID W reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

HEARD DAVID W reported acquisition or exercise transactions in this Form 4 filing.

Penguin Solutions, Inc. director David W. Heard reported an equity compensation grant in the form of restricted stock units covering 4,485 shares of Common Stock. The units were granted at a reported price of $0.00 per share and will vest over time.

According to the award terms, 2,562 restricted stock units are scheduled to vest on May 18, 2027, with the remainder of the award vesting on January 31, 2028. Following this grant, the filing shows Heard with 4,485 directly owned shares tied to this award.

Insider Trade Summary

Grant/Award: 4,485 shares

Grant/Award 1 txn

Insider HEARD DAVID W

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	4,485	$0.00	$0.00

Holdings After Transaction: Common Stock — 4,485 shares (Direct)

Footnotes (1)

1. F1. Represents a restricted stock unit award that is scheduled to vest as to 2,562 units on May 18, 2027 and as to the remainder of the award on January 31, 2028.

Key Figures

RSU grant size: 4,485 units First vesting tranche: 2,562 units Post-transaction holdings: 4,485 shares

3 metrics

RSU grant size 4,485 units Restricted stock unit award to director David W. Heard

First vesting tranche 2,562 units RSUs scheduled to vest on May 18, 2027

Post-transaction holdings 4,485 shares Total directly owned following the grant

Key Terms

restricted stock unit award, vest, Common Stock, Grant, award, or other acquisition

4 terms

restricted stock unit award financial

"Represents a restricted stock unit award that is scheduled to vest"

A restricted stock unit award is a promise by a company to give an employee a specified number of company shares at a future date if certain conditions are met, such as staying with the company or hitting performance goals. For investors, these awards matter because they can increase the total number of shares outstanding when converted, diluting existing holders, and they align employees’ incentives with shareholders’ interests much like giving a rising bonus that becomes real only after conditions are satisfied.

vest financial

"scheduled to vest as to 2,562 units on May 18, 2027"

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

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.

Grant, award, or other acquisition financial

"transaction_code_description: "Grant, award, or other acquisition""

FAQ

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

What insider transaction did Penguin Solutions (PENG) report?

Penguin Solutions reported a director equity grant. Director David W. Heard received 4,485 restricted stock units of Common Stock as compensation, with no cash paid per unit, and the award vests in two future installments based on specified dates.

How many Penguin Solutions (PENG) shares were granted to David W. Heard?

David W. Heard was granted 4,485 restricted stock units. Each unit represents a share of Penguin Solutions Common Stock, subject to vesting conditions. This entire amount reflects his reported direct holdings following the transaction in the Form 4 filing.

When do David W. Heard’s Penguin Solutions restricted stock units vest?

The award vests in two tranches. 2,562 restricted stock units are scheduled to vest on May 18, 2027, and the remainder of the 4,485-unit grant is scheduled to vest on January 31, 2028, subject to the award’s terms.

Was the Penguin Solutions (PENG) director grant an open-market purchase or compensation?

The transaction is a compensation-related grant, not an open-market purchase. The Form 4 lists transaction code “A” for a grant or award, with 4,485 restricted stock units reported at a price of $0.00 per share to director David W. Heard.

How many Penguin Solutions shares does David W. Heard hold after this grant?

After the grant, the filing shows David W. Heard with 4,485 shares associated with the award. These are reported as directly owned, though they are subject to vesting, reflecting his equity position from this specific compensation grant.

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

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Accepted by SEC EDGAR 05/20/2026 - 04:32 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^*

HEARD DAVID W

(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)
05/18/2026

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	05/18/2026		A		4,485(1)	A	$0	4,485	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 as to 2,562 units on May 18, 2027 and as to the remainder of the award on January 31, 2028.

Remarks:

	/s/ Anne Kuykendall as attorney-in-fact for David W. Heard	05/20/2026
	** 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)