Penguin Solutions (PENG) SVP sells 6,485 shares under 10b5-1 plan

Rhea-AI Filing Summary

Penguin Solutions, Inc. senior vice president Clark Joseph Gates reported open-market sales of company common stock. He sold 1,485 shares at $27.62 per share and 5,000 shares at $29.75 per share, totaling 6,485 shares. After these transactions, he directly holds 86,776 shares of Penguin Solutions common stock. The filing notes the sales were made under a previously established Rule 10b5-1 trading plan adopted on November 11, 2025, indicating the trades were pre-scheduled rather than newly decided.

Insider Trade Summary 10b5-1

Net Seller: 6,485 shares ($189,766)

Net Sell 2 txns

Insider Clark Joseph Gates

Role SVP and Pres, Optimized LED

Sold 6,485 shs ($190K)

Type	Security	Shares	Price	Value
Sale	Common Stock	5,000	$29.75	$149K
Sale	Common Stock	1,485	$27.62	$41K

Holdings After Transaction: Common Stock — 86,776 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Total shares sold: 6,485 shares First sale: 1,485 shares at $27.62 Second sale: 5,000 shares at $29.75 +2 more

5 metrics

Total shares sold 6,485 shares Net open-market sales across two transactions

First sale 1,485 shares at $27.62 Open-market sale on 2026-04-23

Second sale 5,000 shares at $29.75 Open-market sale on 2026-04-24

Shares held after transactions 86,776 shares Direct ownership following the reported sales

10b5-1 plan adoption date November 11, 2025 Date Clark Gates adopted the Rule 10b5-1 Plan

Key Terms

Rule 10b5-1 Plan, open-market sale, Common Stock

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"

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.

open-market sale financial

"transaction_action: "open-market sale" and transaction_code_description: "Sale in open market or private transaction""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

Common Stock financial

"security_title: "Common Stock" for each non-derivative transaction"

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

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)
04/23/2026

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	04/23/2026		S(1)		1,485	D	$27.62	91,776	D
Common Stock	04/24/2026		S(1)		5,000	D	$29.75	86,776	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.

Remarks:

	/s/ Anne Kuykendall as attorney-in-fact for Joseph Gates Clark	04/27/2026
	** 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

How many Penguin Solutions (PENG) shares did Clark Gates sell?

Clark Joseph Gates sold a total of 6,485 shares of Penguin Solutions common stock. The transactions occurred as open-market sales on two days, reflecting 1,485 shares on one date and 5,000 shares on the next, under a pre-established Rule 10b5-1 trading plan.

At what prices did Clark Gates sell Penguin Solutions (PENG) stock?

Clark Joseph Gates sold Penguin Solutions common stock at $27.62 and $29.75 per share. He sold 1,485 shares at $27.62 on one day and 5,000 shares at $29.75 on the following day, both recorded as open-market transactions.

How many Penguin Solutions (PENG) shares does Clark Gates hold after these sales?

After the reported sales, Clark Joseph Gates directly holds 86,776 shares of Penguin Solutions common stock. This figure reflects his remaining position following the two open-market sale transactions totaling 6,485 shares disclosed in the Form 4 insider trading report.

Were Clark Gates’ Penguin Solutions (PENG) sales under a Rule 10b5-1 plan?

Yes. The filing states the transactions were effected under a previously established Rule 10b5-1 Plan. That trading plan was adopted by Clark Joseph Gates on November 11, 2025, meaning the sales were pre-scheduled rather than timed at his sole discretion.

What role does Clark Joseph Gates hold at Penguin Solutions (PENG)?

Clark Joseph Gates serves as SVP and President, Optimized LED at Penguin Solutions. His Form 4 filing reflects personal open-market sales of the company’s common stock while retaining a significant remaining direct ownership stake after the reported transactions.