Penguin Solutions (PENG) SVP sells 10,046 shares under 10b5-1 plan

Rhea-AI Filing Summary

Penguin Solutions, Inc. senior vice president Clark Joseph Gates reported an open-market sale of 10,046 shares of common stock at a weighted average price of $20.0674 per share. After this transaction, he directly holds 112,272 shares of Penguin Solutions common stock.

The sale on February 24, 2026 was carried out under a previously established Rule 10b5-1 trading plan, meaning it was pre-arranged in advance. The trades were executed in multiple lots at prices ranging from $20.00 to $20.21 per share.

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 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)
02/24/2026

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	02/24/2026		S(1)		10,046	D	$20.0674(2)	112,272	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 transaction was executed in multiple trades at prices ranging from $20.00 to $20.21. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.

Remarks:

	/s/ Anne Kuykendall as attorney-in-fact for Joseph Gates Clark	02/25/2026
	** 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 Clark Joseph Gates?

Clark Joseph Gates reported selling 10,046 shares of Penguin Solutions common stock. The sale occurred on February 24, 2026, as an open-market transaction under a pre-established Rule 10b5-1 trading plan, and was executed in multiple trades within a narrow price range.

How many Penguin Solutions (PENG) shares does Clark Joseph Gates hold after the sale?

After the reported transaction, Clark Joseph Gates directly holds 112,272 shares of Penguin Solutions common stock. This figure reflects his position following the 10,046-share open-market sale disclosed in the Form 4 insider trading report.

At what prices were the Penguin Solutions (PENG) shares sold in this Form 4 filing?

The reported Penguin Solutions shares were sold at prices ranging from $20.00 to $20.21. The Form 4 lists a weighted average sale price of $20.0674 per share across multiple trade executions on February 24, 2026.

Was the Penguin Solutions (PENG) insider sale by Clark Joseph Gates under a Rule 10b5-1 plan?

Yes, the sale by Clark Joseph Gates was made under a previously established Rule 10b5-1 trading plan. The plan was adopted on November 11, 2025, allowing pre-arranged, automated share sales according to predetermined instructions.

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

Clark Joseph Gates serves as an officer of Penguin Solutions, holding the title of SVP and President, Optimized LED. His position is disclosed in the insider trading report alongside the details of his recent common stock sale.

How many Penguin Solutions (PENG) insider sales are reported in this Form 4?

The Form 4 reports a single insider sale transaction for Penguin Solutions common stock. It covers the disposition of 10,046 shares by officer Clark Joseph Gates in an open-market transaction on February 24, 2026.