PENG CEO: 11,419-share tax withholding at $21.74; 975,696 direct

Penguin Solutions (PENG) reported an insider transaction by President and CEO, Director Mark Adams.

Accepted by SEC EDGAR 10/22/2025 - 06:27 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Penguin Solutions (PENG) reported an insider transaction by President and CEO, Director Mark Adams. On 10/20/2025, Adams surrendered 11,419 shares of common stock to the company to satisfy tax withholding tied to RSU vesting, coded “F”, at a price of $21.74 per share. No shares were sold.

Following the transaction, Adams beneficially owned 975,696 shares directly and 29,640 shares indirectly through The Adams Family Trust.

Insider Trade Summary

Exercise Price or Tax Liability: 11,419 shares

Exercise Price or Tax Liability 1 txn

Insider Adams Mark

Role President and CEO

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	11,419	$21.74	$248K
Holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 975,696 shares (Direct); Common Stock — 29,640 shares (Indirect, The Adams Family Trust)

Footnotes (1)

1. F1. Reflects shares surrendered to the Issuer to satisfy tax withholding obligations in connection with vesting of restricted stock units. No shares were sold.

FAQ

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

What did PENG CEO Mark Adams report on Form 4?

He surrendered 11,419 shares to cover tax withholding from RSU vesting on 10/20/2025 at $21.74 per share; no shares were sold.

How many PENG shares does Mark Adams own after the transaction?

He beneficially owns 975,696 shares directly and 29,640 shares indirectly via The Adams Family Trust.

What does transaction code F mean on this Form 4?

Code F indicates shares were withheld or surrendered to satisfy tax withholding obligations upon vesting of equity awards.

Was this a market sale of PENG shares?

No. The filing states no shares were sold; shares were surrendered to the issuer for taxes.

What was the transaction date for the PENG Form 4?

The earliest transaction date was 10/20/2025.

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

Form 4 Insider Transactions: What Each Field Means →

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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^*

Adams Mark

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
10/20/2025

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	10/20/2025		F(1)		11,419	D	$21.74	975,696	D
Common Stock								29,640	I	The Adams Family Trust

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 Mark Adams	10/22/2025
	** 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.