Penguin Solutions (PENG) SVP surrenders 2,564 shares to cover RSU taxes

Rhea-AI Filing Summary

Penguin Solutions, Inc. executive Clark Joseph Gates, who serves as SVP and President, Optimized LED, reported a routine equity-related transaction. On January 20, 2026, he surrendered 2,564 shares of common stock to Penguin Solutions at a price of $19.96 per share to cover tax withholding obligations tied to the vesting of restricted stock units. The disclosure explicitly notes that no shares were sold on the open market. After this withholding transaction, he beneficially owns 123,664 shares of Penguin Solutions common stock 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

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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^*

Clark Joseph Gates

(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 Pres, Optimized LED

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)		2,564	D	$19.96	123,664	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 Joseph Gates Clark	01/21/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did PENG executive Clark Joseph Gates report?

Clark Joseph Gates reported a surrender of 2,564 shares of Penguin Solutions, Inc. common stock to the company to satisfy tax withholding obligations related to restricted stock unit vesting.

Was the PENG Form 4 transaction an open market sale of shares?

No. The footnote states the transaction reflects shares surrendered to the issuer to satisfy tax withholding obligations and that no shares were sold.

At what price were the 2,564 Penguin Solutions shares surrendered?

The 2,564 shares of Penguin Solutions common stock were valued at $19.96 per share for the tax withholding surrender.

How many Penguin Solutions (PENG) shares does Clark Joseph Gates own after this Form 4 transaction?

Following the reported tax withholding transaction, Clark Joseph Gates beneficially owns 123,664 shares of Penguin Solutions common stock directly.

What is Clark Joseph Gates’ role at Penguin Solutions, Inc.?

Clark Joseph Gates is an officer of Penguin Solutions, Inc., serving as SVP and President, Optimized LED.

What does transaction code "F" mean in the PENG Form 4 filing?

Transaction code "F" indicates shares were withheld or surrendered to the issuer to pay tax withholding obligations in connection with an equity award, such as restricted stock units.