PENG executive surrenders shares for tax withholding

Penguin Solutions, Inc. senior vice president and chief revenue officer Anthony George Frey surrendered 532 shares of common stock on April 20, 2026 to cover tax withholding obligations tied to vesting of restricted stock units.

Rhea-AI Filing Summary

Penguin Solutions, Inc. senior vice president and chief revenue officer Anthony George Frey surrendered 532 shares of common stock on April 20, 2026 to cover tax withholding obligations tied to vesting of restricted stock units. No shares were sold in the market. After this tax-related disposition, he directly holds 76,089 shares, which includes 1,667 shares purchased through the company’s Amended and Restated Employee Stock Purchase Plan on April 15, 2026.

Insider Trade Summary

Exercise Price or Tax Liability: 532 shares

Exercise Price or Tax Liability 1 txn

Insider Frey Anthony George

Role SVP and Chief Revenue Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	532	$26.74	$14K

Holdings After Transaction: Common Stock — 76,089 shares (Direct)

Footnotes (2)

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.
2. F2. This amount includes 1,667 shares purchased by the reporting person in the Issuer's Amended and Restated Employee Stock Purchase Plan on April 15, 2026.

Key Figures

Shares surrendered for tax: 532 shares Tax valuation price: $26.74 per share Shares held after transaction: 76,089 shares +1 more

4 metrics

Shares surrendered for tax 532 shares Tax withholding on RSU vesting, April 20, 2026

Tax valuation price $26.74 per share Value used for surrendered shares

Shares held after transaction 76,089 shares Direct ownership following April 20, 2026 disposition

ESPP shares included 1,667 shares Purchased under Amended and Restated ESPP on April 15, 2026

Key Terms

restricted stock units, tax withholding obligations, Amended and Restated Employee Stock Purchase Plan

3 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.

tax withholding obligations financial

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

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"

FAQ

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What did PENG executive Anthony Frey report in this Form 4?

Anthony Frey reported surrendering 532 Penguin Solutions shares on April 20, 2026. These shares were delivered back to the company to satisfy tax withholding obligations from restricted stock unit vesting, and were not sold in the open market.

Was there an open-market stock sale by PENG’s SVP and Chief Revenue Officer?

No, there was no open-market sale by the executive. The 532 Penguin Solutions shares were surrendered solely to cover tax withholding triggered by restricted stock unit vesting, as noted in the Form 4 footnote disclosure.

How many Penguin Solutions (PENG) shares does Anthony Frey hold after this transaction?

After the tax-withholding share surrender, Anthony Frey directly holds 76,089 Penguin Solutions common shares. This figure reflects his post-transaction ownership as reported and includes shares acquired through the company’s employee stock purchase plan.

What price per share was used in the PENG tax-withholding transaction?

The 532 Penguin Solutions shares surrendered for tax withholding were valued at $26.74 per share. This price is used for reporting purposes in the Form 4 and does not represent an open-market sale transaction.

What role did restricted stock units play in this PENG Form 4 filing?

The Form 4 reflects tax withholding tied to restricted stock units vesting. When these RSUs vested, 532 resulting shares were surrendered back to Penguin Solutions to cover tax obligations, which is a common administrative mechanism for equity compensation.

What is noted about Anthony Frey’s Employee Stock Purchase Plan activity at PENG?

The filing notes that his 76,089-share total includes 1,667 shares bought under Penguin Solutions’ Amended and Restated Employee Stock Purchase Plan on April 15, 2026, showing additional share accumulation through a company-sponsored purchase program.

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

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Accepted by SEC EDGAR 04/22/2026 - 08:09 PM Learn about SEC filing dates

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^*

Frey Anthony George

(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 Revenue 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/20/2026		F(1)		532	D	$26.74	76,089(2)	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. 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 1,667 shares purchased by the reporting person in the Issuer's Amended and Restated Employee Stock Purchase Plan on April 15, 2026.

Remarks:

	/s/ Anne Kuykendall as attorney-in-fact for Anthony George Frey	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)