Penguin Solutions insider updates holdings after PSU vesting

Rhea-AI Filing Summary

Penguin Solutions (PENG) reported an insider equity update. EVP/COO Jack A. Pacheco had 48,580 performance-based RSUs vest on 10/14/2025 after the Compensation Committee certified goal achievement. To cover tax withholding from the vesting, 24,669 shares were surrendered to the issuer at $22.32 per share; no open‑market sale occurred. Following these transactions, the officer directly beneficially owns 251,142 shares.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Pacheco Jack A

Role EVP, COO, Pres, Integrated Mem

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	48,580	$0.00	--
Tax Withholding	Common Stock	24,669	$22.32	$551K

Holdings After Transaction: Common Stock — 275,811 shares (Direct)

Footnotes (1)

1. On September 26, 2022, 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 14, 2025, the Committee certified the performance goal achievement and determined that 48,580 PSUs were earned by the reporting person and vested as of such date. Reflects shares surrendered to the Issuer to satisfy tax withholding obligations in connection with vesting of PSUs. No shares were sold.

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^*

Pacheco Jack A

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, COO, Pres, Integrated Mem

3. Date of Earliest Transaction (Month/Day/Year)
10/14/2025

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	10/14/2025		A(1)		48,580	A	$0	275,811	D
Common Stock	10/14/2025		F(2)		24,669	D	$22.32	251,142	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 26, 2022, 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 14, 2025, the Committee certified the performance goal achievement and determined that 48,580 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 Jack A. Pacheco	10/16/2025
	** 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.

FAQ

What did PENG disclose in this Form 4?

48,580 PSUs vested for EVP/COO Jack A. Pacheco on 10/14/2025, with shares withheld for taxes and updated beneficial ownership.

How many PENG shares were withheld for taxes and at what price?

24,669 shares were surrendered to the issuer at $22.32 per share to satisfy tax withholding.

Did the insider sell shares on the open market?

No. The filing states the shares were surrendered to the issuer for tax withholding; no shares were sold.

What is the insider’s beneficial ownership after the transactions?

Direct beneficial ownership is 251,142 PENG shares after the reported transactions.

What triggered the RSU vesting?

The Compensation Committee certified performance for PSUs granted on September 26, 2022, tied to relative total stockholder return over a three‑year period.

Who is the reporting person’s role at Penguin Solutions (PENG)?

The reporting person is an Officer: EVP, COO, President, Integrated Mem.