Penguin Solutions (PENG) SVP logs small stock sale and tax share surrender

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Penguin Solutions, Inc. SVP and Chief Legal Officer Anne Kuykendall reported a small open-market sale of company stock and a tax-related share surrender. On April 22, 2026 she sold 738 shares of common stock at $27.92 per share in an open-market transaction.

On April 20, 2026 she surrendered 3,062 shares to Penguin Solutions to cover tax withholding tied to vesting restricted stock units; the footnote clarifies no shares were sold in that transaction. After these events she directly held 128,794 shares, which includes 1,242 shares purchased through the company’s Amended and Restated Employee Stock Purchase Plan on April 15, 2026. The filing notes the sale was executed under a previously established Rule 10b5-1 trading plan adopted on November 11, 2025.

Insider Trade Summary 10b5-1

Net Seller: 738 shares ($20,605)

Net Sell 2 txns

Insider Kuykendall Anne

Role SVP and Chief Legal Officer

Sold 738 shs ($21K)

Type	Security	Shares	Price	Value
Sale	Common Stock	738	$27.92	$21K
Tax Withholding	Common Stock	3,062	$26.74	$82K

Holdings After Transaction: Common Stock — 128,794 shares (Direct, null)

Footnotes (1)

Reflects shares surrendered to the Issuer to satisfy tax withholding obligations in connection with vesting of restricted stock units. No shares were sold. This amount includes 1,242 shares purchased by the reporting person in the Issuer's Amended and Restated Employee Stock Purchase Plan on April 15, 2026. This transaction was effected pursuant to a previously established Rule 10b5-1 Plan adopted by the reporting person on November 11, 2025.

Key Figures

Open-market sale: 738 shares at $27.92 Tax-withholding shares: 3,062 shares Holdings after transactions: 128,794 shares +3 more

6 metrics

Open-market sale 738 shares at $27.92 Common Stock sale on April 22, 2026

Tax-withholding shares 3,062 shares Surrendered to issuer for RSU tax withholding on April 20, 2026

Holdings after transactions 128,794 shares Direct common stock ownership following reported transactions

ESPP purchase included 1,242 shares Purchased under Amended and Restated Employee Stock Purchase Plan on April 15, 2026

Tax-withholding disposition code Code F Payment of tax liability by delivering securities

Open-market sale code Code S Sale in open market or private transaction

Key Terms

restricted stock units, Rule 10b5-1 Plan, Amended and Restated Employee Stock Purchase Plan, tax withholding obligations, +1 more

5 terms

restricted stock units financial

"in connection with vesting of restricted stock units. No shares were sold."

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.

Rule 10b5-1 Plan regulatory

"This transaction was effected pursuant to a previously established Rule 10b5-1 Plan adopted"

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.

Amended and Restated Employee Stock Purchase Plan financial

"shares purchased by the reporting person in the Issuer's Amended and Restated Employee Stock Purchase Plan"

tax withholding obligations financial

"Reflects shares surrendered to the Issuer to satisfy tax withholding obligations in connection"

open-market sale financial

"transaction_action": "open-market sale""

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.

Form 4 Insider Transactions: What Each Field Means →

04/22/2026 - 08:12 PM

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^*

Kuykendall Anne

(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 Chief Legal Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/20/2026

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	04/20/2026		F⁽¹⁾		3,062	D	$26.74	129,532⁽²⁾	D
Common Stock	04/22/2026		S⁽³⁾		738	D	$27.92	128,794	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.

2. This amount includes 1,242 shares purchased by the reporting person in the Issuer's Amended and Restated Employee Stock Purchase Plan on April 15, 2026.

3. 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	04/22/2026
	** 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

FAQ

What insider transactions did PENG SVP Anne Kuykendall report on this Form 4?

She reported two transactions involving Penguin Solutions common stock. One was an open-market sale of 738 shares at $27.92 per share. The other was a surrender of 3,062 shares back to the company to cover tax withholding on vesting restricted stock units, with no market sale.

How many Penguin Solutions (PENG) shares did the insider sell and at what price?

Anne Kuykendall sold 738 shares of Penguin Solutions common stock in an open-market trade. The reported sale price was $27.92 per share on April 22, 2026, as disclosed in the Form 4. This transaction is coded as an open-market or private sale.

What was the purpose of the 3,062 Penguin Solutions (PENG) shares disposed of in this filing?

The 3,062 shares were surrendered to Penguin Solutions to satisfy tax withholding obligations. This occurred in connection with the vesting of restricted stock units. A footnote clarifies that no shares were sold in this transaction; it was purely a tax-withholding disposition to the issuer.

How many PENG shares does Anne Kuykendall hold after these transactions?

Following the reported transactions, she directly holds 128,794 shares of Penguin Solutions common stock. This amount includes 1,242 shares she purchased through the company’s Amended and Restated Employee Stock Purchase Plan on April 15, 2026, as described in the filing footnotes.

Was the PENG insider stock sale made under a Rule 10b5-1 trading plan?

Yes. A filing footnote states the open-market sale was effected under a previously established Rule 10b5-1 Plan. The plan was adopted by the reporting person on November 11, 2025, indicating the trade was pre-planned rather than a discretionary, last-minute decision.

Did the Form 4 show any option exercises or derivative transactions for PENG stock?

No derivative transactions such as option exercises or conversions are listed in the Form 4. The filing shows only non-derivative common stock entries: one open-market sale and one tax-withholding surrender related to restricted stock unit vesting, plus updated direct share holdings afterward.