Penguin Solutions: Kuykendall acquires 41,242 shares

The award depended on relative total stockholder-return performance over a three-year period and continued employment through committee certification.

Rhea-AI Filing Summary

At Penguin Solutions, Inc., SVP and Chief Legal Officer Anne Kuykendall acquired 41,242 shares of common stock as performance-based restricted stock units (PSUs) vested on October 3, 2026, after the Compensation Committee certified performance-goal achievement. She surrendered 20,984 shares to the issuer for tax withholding at $61.36 per share; no shares were sold. The PSUs were granted September 25, 2023, and vesting was tied to relative total stockholder-return goals over a three-year performance period and continued employment through certification.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Kuykendall Anne

Role SVP and Chief Legal Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1	41,242	$0.00	$0.00
Tax Withholding	Common Stock F2	20,984	$61.36	$1.29M

Holdings After Transaction: Common Stock — 144,807 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 41,242 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

Common shares acquired upon PSU vesting: 41,242 shares Shares surrendered for tax withholding: 20,984 shares Price per share: $61.36 per share +3 more

6 metrics

Common shares acquired upon PSU vesting 41,242 shares October 3, 2026

Shares surrendered for tax withholding 20,984 shares October 3, 2026

Price per share $61.36 per share Shares surrendered for tax withholding

PSU grant date September 25, 2023 Grant of performance-based restricted stock units

Performance period Three years Relative total stockholder-return goals

Vesting and certification date October 3, 2026 Performance goal achievement certified

Key Terms

performance-based restricted stock units, total stockholder return goals, Russell 2000 Index, tax withholding obligations

4 terms

performance-based restricted stock units technical

"granted performance-based restricted stock units"

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 goals financial

"achievement of total stockholder return goals"

Russell 2000 Index financial

"median company in the Russell 2000 Index"

A stock-market benchmark that tracks about 2,000 small-cap U.S. companies, the Russell 2000 gives a snapshot of how smaller publicly traded firms are performing. Investors use it like a thermometer or yardstick for the small-company segment of the market—funds and portfolio managers compare returns to it, and its movements can signal changes in economic risk appetite or growth expectations; it is weighted so larger small companies have a bigger influence on the index.

tax withholding obligations financial

"satisfy tax withholding obligations in connection with vesting"

FAQ

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

How many PENG shares did Anne Kuykendall acquire and surrender?

On October 3, 2026, she acquired 41,242 shares of common stock as PSUs vested and surrendered 20,984 shares to the issuer for tax withholding at $61.36 per share. The footnote states that no shares were sold.

What were Anne Kuykendall's PENG PSU vesting conditions?

The PSUs were tied to total stockholder-return goals relative to the median company in the Russell 2000 Index after a three-year performance period. Vesting also required continued employment through the date the Compensation Committee certified performance.

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

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Available on EDGAR 10/06/2026 - 07:24 PM Accepted by SEC EDGAR 10/06/2026 - 07:24 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^*

Kuykendall Anne

(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 Chief Legal Officer

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		41,242(1)	A	$0	165,791	D
Common Stock	10/03/2026		F		20,984(2)	D	$61.36	144,807	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 41,242 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	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)