Penguin Solutions: Astra sells $377M preferred shares

Astra AI Infra LLC held the preferred stock directly and SK Telecom Co., Ltd. indirectly; the two former 10% owners ceased beneficially owning Penguin securities after the sale.

Available on EDGAR 11/02/2026 - 06:16 AM EST Accepted by SEC EDGAR 11/02/2026 - 06:15 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Penguin Solutions, Inc. (PENG) reports that Astra AI Infra LLC sold all 200,000 shares of the company’s Convertible Preferred Stock to SHIFTIX1 LLC in a privately negotiated transaction on October 29, 2026. The aggregate purchase price was $377,162,666, or $1,885.81 per share.

Astra is wholly owned by SK Telecom Co., Ltd.; the preferred stock was held directly by Astra and indirectly by SK Telecom. After the sale, both reporting persons ceased to beneficially own any securities of Penguin Solutions.

Insider Trade Summary

Net Seller: 200,000 shares

Net Sell 1 txn

Insider SK TELECOM CO LTD, Astra AI Infra LLC

Role Insider | Insider

Sold 200,000 shs ($377.16M)

Type	Security	Shares	Price	Value
Sale	Convertible Preferred Stock F1, F2, F4, F5, F3	200,000	$1,885.81	$377.16M

Holdings After Transaction: Convertible Preferred Stock — 0 contracts (Indirect, See footnote)

Footnotes (5)

1. F1. The Convertible Preferred Stock (the "Convertible Preferred Stock"), par value $0.03 per share, of Penguin Solutions, Inc. (the "Issuer") is convertible at the holder's option into shares of the Issuer's Common Stock, par value $0.03 per share (the "Common Stock"), at a conversion price determined in accordance with the Certificate of Designation of the Convertible Preferred Stock (the "Certificate of Designation"). The number of shares of Common Stock issuable upon conversion may vary in accordance with the terms of the Certificate of Designation.
2. F2. On October 29, 2026, Astra AI Infra LLC ("Astra"), a wholly owned subsidiary of SK Telecom Co., Ltd., sold all 200,000 shares of Convertible Preferred Stock to SHIFTIX1 LLC in a privately negotiated transaction pursuant to a Stock Transfer Agreement dated as of July 27, 2026. SHIFTIX1 is an indirectly wholly-owned subsidiary of SK hynix NAND Product Solutions Corp., and SK hynix NAND Product Solutions Corp. is a majority-owned subsidiary of SK hynix Inc. The aggregate Purchase Price was $377,162,666, or $1,885.81 per share of Convertible Preferred Stock. Following such sale, the Reporting Persons ceased to beneficially own any securities of the Issuer.
3. F3. The Convertible Preferred Stock was held directly by Astra and indirectly by SK Telecom Co., Ltd., which wholly owns Astra.
4. F4. The Convertible Preferred Stock is convertible into Common Stock at the holder's option at any time, subject to the terms of the Certificate of Designation.
5. F5. The conversion right has no fixed expiration date. The Issuer may require conversion or redeem the Convertible Preferred Stock in the circumstances specified in the Certificate of Designation.

Key Figures

Convertible Preferred Stock sold: 200,000 shares Aggregate purchase price: $377,162,666 Purchase price per preferred share: $1,885.81 per share +1 more

4 metrics

Convertible Preferred Stock sold 200,000 shares Sold on October 29, 2026

Aggregate purchase price $377,162,666 Privately negotiated sale on October 29, 2026

Purchase price per preferred share $1,885.81 per share Sale on October 29, 2026

Preferred shares held after sale 0 shares Astra AI Infra LLC’s reported position following the sale

Key Terms

Convertible Preferred Stock, Certificate of Designation, privately negotiated transaction, beneficially own

4 terms

Convertible Preferred Stock financial

"convertible at the holder's option into shares of the Issuer's Common Stock"

Convertible preferred stock is a special class of company shares that pays priority, usually fixed, payments to holders and can be exchanged later for a set number of common shares. It matters to investors because it combines steady income and added protection with the chance to share in a company’s upside; think of it as a hybrid between a bond that pays regularly and an option to convert into growth-oriented stock, where the conversion rules influence both potential gains and how much common shareholders’ ownership may be reduced.

Certificate of Designation technical

"conversion price determined in accordance with the Certificate of Designation"

A certificate of designation is a formal document that spells out the specific rights and rules attached to a particular class or series of stock, usually preferred shares. Think of it as a rulebook or menu that lists dividend terms, liquidation priority, conversion or redemption rights and any special voting protections; investors use it to judge how much income, control or downside protection those shares will provide compared with other securities.

privately negotiated transaction financial

"sold all 200,000 shares ... in a privately negotiated transaction"

A privately negotiated transaction is a deal whose terms are worked out directly between a buyer and a seller rather than through a public market or open auction. Think of it like selling a car to a neighbor instead of putting it on eBay: the price, timing and conditions are agreed one-on-one, so investors may see less public information, different pricing compared with market trades, and potential impacts on liquidity and valuation.

beneficially own regulatory

"ceased to beneficially own any securities of the Issuer"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

FAQ

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

How many PENG preferred shares were sold and at what price?

Astra AI Infra LLC sold 200,000 shares on October 29, 2026, for an aggregate purchase price of $377,162,666, or $1,885.81 per share.

Can Penguin Solutions’ Convertible Preferred Stock convert into common stock?

Yes. The shares are convertible into common stock at the holder’s option at any time, subject to the Certificate of Designation. The number of common shares issuable may vary under its terms.

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

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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

X

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^*

SK TELECOM CO LTD

(Last) (First) (Middle)

SK T-TOWER

65, EULJI-RO, JUNG-GU

(Street)

SEOUL KOREA, REPUBLIC OF 04539

(City) (State) (Zip)

KOREA, REPUBLIC OF

(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
	Officer (give title below)	X	Other (specify below)
			Former 10% Owner

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/29/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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

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
Convertible Preferred Stock	(1)	10/29/2026		S			200,000(2)	(4)	(5)	Common Stock	(1)	$1,885.81	0	I	See footnote(3)

1. Name and Address of Reporting Person^*

SK TELECOM CO LTD

(Last) (First) (Middle)

SK T-TOWER

65, EULJI-RO, JUNG-GU

(Street)

SEOUL KOREA, REPUBLIC OF 04539

(City) (State) (Zip)

KOREA, REPUBLIC OF

(Country)

Relationship of Reporting Person(s) to Issuer

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Former 10% Owner

1. Name and Address of Reporting Person^*

Astra AI Infra LLC

(Last) (First) (Middle)

C/O SK TELECOM CO., LTD.,

SK T-TOWER, 65, EULJI-RO, JUNG-GU

(Street)

SEOUL KOREA, REPUBLIC OF 04539

(City) (State) (Zip)

KOREA, REPUBLIC OF

(Country)

Relationship of Reporting Person(s) to Issuer

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Former 10% Owner

Explanation of Responses:

1. The Convertible Preferred Stock (the "Convertible Preferred Stock"), par value $0.03 per share, of Penguin Solutions, Inc. (the "Issuer") is convertible at the holder's option into shares of the Issuer's Common Stock, par value $0.03 per share (the "Common Stock"), at a conversion price determined in accordance with the Certificate of Designation of the Convertible Preferred Stock (the "Certificate of Designation"). The number of shares of Common Stock issuable upon conversion may vary in accordance with the terms of the Certificate of Designation.

2. On October 29, 2026, Astra AI Infra LLC ("Astra"), a wholly owned subsidiary of SK Telecom Co., Ltd., sold all 200,000 shares of Convertible Preferred Stock to SHIFTIX1 LLC in a privately negotiated transaction pursuant to a Stock Transfer Agreement dated as of July 27, 2026. SHIFTIX1 is an indirectly wholly-owned subsidiary of SK hynix NAND Product Solutions Corp., and SK hynix NAND Product Solutions Corp. is a majority-owned subsidiary of SK hynix Inc. The aggregate Purchase Price was $377,162,666, or $1,885.81 per share of Convertible Preferred Stock. Following such sale, the Reporting Persons ceased to beneficially own any securities of the Issuer.

3. The Convertible Preferred Stock was held directly by Astra and indirectly by SK Telecom Co., Ltd., which wholly owns Astra.

4. The Convertible Preferred Stock is convertible into Common Stock at the holder's option at any time, subject to the terms of the Certificate of Designation.

5. The conversion right has no fixed expiration date. The Issuer may require conversion or redeem the Convertible Preferred Stock in the circumstances specified in the Certificate of Designation.

	/s/ Jong Suk Park, Jong Suk Park, CFO, SK Telecom Co., Ltd.	11/02/2026
	/s/ Jae Shin Lee, Jae Shin Lee, CEO, Astra AI Infra LLC	11/02/2026
	** 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)