[Form 4] Penguin Solutions, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Penguin Solutions, Inc. senior vice president and chief financial officer Nathan Olmstead reported an automatic share withholding related to equity compensation. On January 20, 2026, 2,988 shares of Penguin Solutions common stock were surrendered at $19.96 per share to the company to cover tax withholding obligations upon the vesting of restricted stock units. The filing notes that no shares were sold in the open market as part of this transaction. After this withholding, Olmstead beneficially owns 103,838 common shares, held directly.

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
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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^*

Olmstead Nathan

(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)
	SVP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
01/20/2026

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	01/20/2026		F(1)		2,988	D	$19.96	103,838	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. 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 Nathan Olmstead	01/21/2026
	** 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.

FAQ

What insider transaction did Penguin Solutions (PENG) report for Nathan Olmstead?

The filing reports that SVP and CFO Nathan Olmstead surrendered 2,988 shares of Penguin Solutions common stock on January 20, 2026 to cover tax withholding on vested restricted stock units.

Were any Penguin Solutions (PENG) shares sold in Nathan Olmsteads latest Form 4?

No. The footnote states that the 2,988 shares were surrendered to the issuer to satisfy tax withholding obligations and that no shares were sold.

At what price were the Penguin Solutions (PENG) shares valued for Nathan Olmsteads tax withholding?

The 2,988 surrendered shares of Penguin Solutions common stock were valued at $19.96 per share for the tax withholding transaction.

How many Penguin Solutions (PENG) shares does Nathan Olmstead own after the reported transaction?

Following the tax withholding surrender, Nathan Olmstead beneficially owns 103,838 shares of Penguin Solutions common stock, held directly.

What is the role of Nathan Olmstead at Penguin Solutions (PENG)?

Nathan Olmstead is an officer of Penguin Solutions, serving as SVP and CFO, as indicated in the filing.

What does transaction code F mean in the Penguin Solutions (PENG) Form 4?

Transaction code F indicates shares were withheld or surrendered by the issuer to satisfy tax withholding obligations upon vesting of equity awards, such as restricted stock units.