Penguin Solutions (PENG) SVP sale and tax share surrender

Rhea-AI Filing Summary

Penguin Solutions, Inc. senior vice president Clark Joseph Gates reported recent transactions in the company’s common stock. On April 16, he sold 5,000 shares in an open-market transaction at $26.82 per share. After this sale, he directly held 95,549 shares.

On April 20, he surrendered 2,288 shares at $26.74 per share to Penguin Solutions solely to satisfy tax withholding obligations tied to vesting of restricted stock units; no shares were sold in the market in this step. Following the tax withholding transaction, his direct ownership stood at 93,261 shares, which includes 823 shares purchased through the company’s Employee Stock Purchase Plan.

Insider Trade Summary 10b5-1

Net Seller: 5,000 shares ($134,100)

Net Sell 2 txns

Insider Clark Joseph Gates

Role SVP and Pres, Optimized LED

Sold 5,000 shs ($134K)

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	2,288	$26.74	$61K
Sale	Common Stock	5,000	$26.82	$134K

Holdings After Transaction: Common Stock — 93,261 shares (Direct, null)

Footnotes (1)

1. This transaction was effected pursuant to a previously established Rule 10b5-1 Plan adopted by the reporting person on November 11, 2025. This amount includes 823 shares purchased by the reporting person in the Issuer's Amended and Restated Employee Stock Purchase Plan on April 15, 2026. Reflects shares surrendered to the Issuer to satisfy tax withholding obligations in connection with vesting of restricted stock units. No shares were sold.

Key Figures

Open-market sale: 5,000 shares at $26.82 Tax withholding surrender: 2,288 shares at $26.74 Shares after sale: 95,549 shares +2 more

5 metrics

Open-market sale 5,000 shares at $26.82 Common Stock sale on April 16, 2026

Tax withholding surrender 2,288 shares at $26.74 Shares surrendered for tax obligations on April 20, 2026

Shares after sale 95,549 shares Direct holdings after April 16, 2026 sale

Final direct holdings 93,261 shares Direct holdings after April 20, 2026 tax surrender

ESPP purchase 823 shares Purchased in Employee Stock Purchase Plan on April 15, 2026

Key Terms

Rule 10b5-1 Plan, restricted stock units, Employee Stock Purchase Plan

3 terms

Rule 10b5-1 Plan regulatory

"This transaction was effected pursuant to a previously established Rule 10b5-1 Plan adopted by the reporting person on November 11, 2025."

A Rule 10b5-1 plan is a prearranged, written schedule that lets corporate insiders buy or sell company stock at set times or amounts, even if they later learn material nonpublic information. Think of it like setting an automatic thermostat for trades: it creates a clear record that trades were planned in advance, reducing the risk of insider-trading accusations and helping investors trust that insider transactions are routine rather than based on secret information.

restricted stock units financial

"Reflects shares surrendered to the Issuer to satisfy tax withholding obligations in connection with vesting of restricted stock units."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Employee Stock Purchase Plan financial

"This amount includes 823 shares purchased by the reporting person in the Issuer's Amended and Restated Employee Stock Purchase Plan on April 15, 2026."

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

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).

X

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)
04/16/2026

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	04/16/2026		S(1)		5,000	D	$26.82	95,549(2)	D
Common Stock	04/20/2026		F(3)		2,288	D	$26.74	93,261	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 effected pursuant to a previously established Rule 10b5-1 Plan adopted by the reporting person on November 11, 2025.

2. This amount includes 823 shares purchased by the reporting person in the Issuer's Amended and Restated Employee Stock Purchase Plan on April 15, 2026.

3. Reflects shares surrendered to the Issuer to satisfy tax withholding obligations in connection with vesting of restricted stock units. No shares were sold.

Remarks:

	/s/ Anne Kuykendall as attorney-in-fact for Joseph Gates Clark	04/20/2026
	** 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)

FAQ

What insider transactions did Penguin Solutions (PENG) SVP Clark Joseph Gates report?

Clark Joseph Gates reported selling 5,000 shares of Penguin Solutions common stock at $26.82 per share and surrendering 2,288 shares to cover tax withholding. After these transactions, he directly owned 93,261 shares of Penguin Solutions stock.

Was the Penguin Solutions (PENG) insider stock sale pre-planned under Rule 10b5-1?

Yes. The 5,000-share sale by Clark Joseph Gates was executed under a previously established Rule 10b5-1 Plan adopted on November 11, 2025. Such plans pre-schedule trades, indicating the transaction followed a predetermined trading arrangement rather than discretionary timing.

How many Penguin Solutions (PENG) shares does the SVP hold after these Form 4 transactions?

After the reported sale and tax withholding share surrender, Clark Joseph Gates directly holds 93,261 shares of Penguin Solutions common stock. This figure reflects his updated ownership, including 823 shares purchased through the company’s Employee Stock Purchase Plan on April 15, 2026.

What price did the Penguin Solutions (PENG) SVP receive for the sold shares?

Clark Joseph Gates sold 5,000 shares of Penguin Solutions common stock at an average price of $26.82 per share. This open‑market sale is separate from the 2,288 shares surrendered to the issuer strictly to satisfy tax withholding obligations related to restricted stock unit vesting.

Were any of the Penguin Solutions (PENG) insider transactions related to tax withholding?

Yes. On April 20, Clark Joseph Gates surrendered 2,288 shares of Penguin Solutions common stock to the company to cover tax withholding from restricted stock unit vesting. Footnotes clarify that no market sale occurred in this tax-related transaction.