Is the Penguin Solutions (PENG) Form 4 transaction related to restricted stock units?

Yes. A footnote explains that the shares were surrendered to satisfy taxes in connection with the vesting of restricted stock units . This indicates the disposition stems from equity compensation rather than a discretionary stock sale.

Penguin Solutions (PENG) SVP surrenders 2,042 shares for tax withholding

Q: What insider transaction did Penguin Solutions (PENG) report for Clark Joseph Gates?

Penguin Solutions reported that SVP Clark Joseph Gates surrendered 2,042 common shares on July 20, 2026, to satisfy tax withholding obligations related to vesting of restricted stock units; no shares were sold in the open market.

Q: Was the Penguin Solutions (PENG) insider transaction an open-market sale?

No. The filing states that the 2,042 shares were surrendered to the issuer solely to satisfy tax withholding obligations upon RSU vesting, and explicitly notes that no shares were sold in the market.

Q: At what price were the surrendered Penguin Solutions (PENG) shares valued?

The surrendered shares were valued at $60.41 per share . This per-share value applies to the 2,042 common shares delivered to Penguin Solutions to cover tax withholding tied to restricted stock unit vesting.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Penguin Solutions, Inc. executive Clark Joseph Gates, SVP and President, Optimized LED, reported a tax-related share disposition. On July 20, 2026, 2,042 shares of common stock were surrendered to Penguin Solutions at $60.41 per share to satisfy tax withholding obligations upon vesting of restricted stock units, and no shares were sold in the market. After this transaction, Gates directly holds 64,383 common shares.

Insider Trade Summary

Net Seller: 2,042 shares

Net Sell 1 txn

Insider Clark Joseph Gates

Role SVP and Pres, Optimized LED

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock ^F1	2,042	$60.41	$123K

Holdings After Transaction: Common Stock — 64,383 shares (Direct)

Footnotes (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.

Key Figures

Shares surrendered for tax withholding: 2,042 shares Per-share value of surrendered shares: $60.41 per share Shares held after transaction: 64,383 shares +1 more

4 metrics

Shares surrendered for tax withholding 2,042 shares Code F disposition on July 20, 2026

Per-share value of surrendered shares $60.41 per share Value applied to the 2,042 surrendered common shares

Shares held after transaction 64,383 shares Direct common stock holdings of Clark Joseph Gates after the disposition

Shares tied to tax or exercise events 2,042 shares Exercise price or tax liability shares reported in transaction summary

Key Terms

restricted stock units, tax withholding obligations, shares surrendered

3 terms

restricted stock units financial

"in connection with vesting of restricted stock units."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax withholding obligations financial

"to satisfy tax withholding obligations in connection with vesting"

shares surrendered financial

"Reflects shares surrendered to the Issuer to satisfy tax"

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

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/22/2026 - 06:31 PM Accepted by SEC EDGAR 07/22/2026 - 06:30 PM

FAQ

What insider transaction did Penguin Solutions (PENG) report for Clark Joseph Gates?

Penguin Solutions reported that SVP Clark Joseph Gates surrendered 2,042 common shares on July 20, 2026, to satisfy tax withholding obligations related to vesting of restricted stock units; no shares were sold in the open market.

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

Following the reported transaction, Clark Joseph Gates directly holds 64,383 shares of Penguin Solutions common stock. This reflects his position after 2,042 shares were surrendered back to the issuer for tax withholding purposes.

Was the Penguin Solutions (PENG) insider transaction an open-market sale?

No. The filing states that the 2,042 shares were surrendered to the issuer solely to satisfy tax withholding obligations upon RSU vesting, and explicitly notes that no shares were sold in the market.

At what price were the surrendered Penguin Solutions (PENG) shares valued?

The surrendered shares were valued at $60.41 per share. This per-share value applies to the 2,042 common shares delivered to Penguin Solutions to cover tax withholding tied to restricted stock unit vesting.

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^*

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)
07/20/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/20/2026		F⁽¹⁾		2,042	D	$60.41	64,383	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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	07/22/2026
	** 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)

Source: View Original Filing on SEC EDGAR