Penguin Solutions (PENG) CEO receives major RSU and PSU equity grants

Rhea-AI Filing Summary

Penguin Solutions, Inc.’s President and CEO Kashif Shaikh received significant equity awards on February 2, 2026. He was granted 238,188 time-based restricted stock units and an additional 137,898 time-based units at a grant price of $0, lifting his directly held common stock units to 376,086. These RSUs vest 25% on April 20, 2027, with the balance vesting quarterly over the following 12 installments, contingent on continued service. He also received 238,188 performance-based RSUs with a four-year performance period, which can vest between 0% and 200% of the target amount based on multi-tier stock price appreciation hurdles and Compensation Committee certification, again requiring continued service.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Shaikh Kashif

Role President and CEO

Type	Security	Shares	Price	Value
Grant/Award	Performance-Based Restricted Stock Units	238,188	$0.00	--
Grant/Award	Common Stock	238,188	$0.00	--
Grant/Award	Common Stock	137,898	$0.00	--

Holdings After Transaction: Performance-Based Restricted Stock Units — 238,188 shares (Direct); Common Stock — 238,188 shares (Direct)

Footnotes (1)

1. Represents time-based restricted stock units ("RSUs") that will vest as to 25% on April 20, 2027, with the remainder vesting quarterly thereafter in 12 equal installments, subject to the recipient's continued service through each applicable vesting date. Grant of performance-based RSUs ("PSUs") which represents the contingent right to receive a number of shares of the Issuer's common stock that is between 0% and 200% of the number of PSUs, with a four-year performance period beginning on the grant date and vesting upon certification by the Compensation Committee of the Issuer's Board of Directors that the 30-trading-day average closing price of the Issuer's common stock has equaled or exceeded stock price appreciation targets of 25%, 50%, 75%, and 100% above the 30-trading-day trailing average closing price of the Issuer's common stock preceding the grant date, with cumulative vesting at each level of 50%, 100%, 150%, and 200% of the number of PSUs, respectively. No PSUs will vest before the first regularly scheduled Compensation Committee meeting on or after the second anniversary of the grant date, and vesting is subject to the recipient's continued service through the applicable achievement certification date.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/04/2026 - 07:31 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^*

Shaikh Kashif

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2026

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	02/02/2026		A		238,188(1)	A	$0	238,188	D
Common Stock	02/02/2026		A		137,898(1)	A	$0	376,086	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
Performance-Based Restricted Stock Units	(2)	02/02/2026		A		238,188		(2)	(2)	Common Stock	238,188(2)	$0	238,188(2)	D

Explanation of Responses:

1. Represents time-based restricted stock units ("RSUs") that will vest as to 25% on April 20, 2027, with the remainder vesting quarterly thereafter in 12 equal installments, subject to the recipient's continued service through each applicable vesting date.

2. Grant of performance-based RSUs ("PSUs") which represents the contingent right to receive a number of shares of the Issuer's common stock that is between 0% and 200% of the number of PSUs, with a four-year performance period beginning on the grant date and vesting upon certification by the Compensation Committee of the Issuer's Board of Directors that the 30-trading-day average closing price of the Issuer's common stock has equaled or exceeded stock price appreciation targets of 25%, 50%, 75%, and 100% above the 30-trading-day trailing average closing price of the Issuer's common stock preceding the grant date, with cumulative vesting at each level of 50%, 100%, 150%, and 200% of the number of PSUs, respectively. No PSUs will vest before the first regularly scheduled Compensation Committee meeting on or after the second anniversary of the grant date, and vesting is subject to the recipient's continued service through the applicable achievement certification date.

Remarks:

	/s/ Anne Kuykendall as attorney-in-fact for Kashif Shaikh	02/04/2026
	** 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 equity awards did Penguin Solutions (PENG) CEO Kashif Shaikh receive?

Kashif Shaikh received large stock-based awards: 238,188 time-based RSUs, another 137,898 time-based RSUs, and 238,188 performance-based RSUs. All were granted at $0 and are subject to multi-year vesting and performance conditions tied to his continued service.

How do the time-based RSUs for Penguin Solutions (PENG) CEO vest?

The time-based RSUs vest 25% on April 20, 2027, with the remaining 75% vesting in 12 equal quarterly installments afterward. Vesting depends on the CEO’s continued service with Penguin Solutions through each scheduled vesting date.

What performance conditions apply to Penguin Solutions (PENG) CEO’s PSUs?

The 238,188 PSUs can result in 0% to 200% of that share number, based on four-year stock price performance. Vesting tiers trigger at 25%, 50%, 75%, and 100% appreciation over a specified trailing average price, subject to Compensation Committee certification.

When can any performance-based RSUs for Penguin Solutions (PENG) first vest?

No performance-based RSUs vest before the first regularly scheduled Compensation Committee meeting on or after the second anniversary of the grant date. Vesting also requires the CEO’s continued service through each applicable achievement certification date.

How many Penguin Solutions (PENG) common shares does the CEO hold after these grants?

Following the February 2, 2026 grants, the CEO beneficially owns 376,086 common stock units reported as directly held. This figure reflects the acquired time-based restricted stock units, which remain subject to the disclosed vesting schedule.

Are the Penguin Solutions (PENG) CEO’s new equity awards cash-settled or share-settled?

The RSUs and PSUs represent rights to receive shares of Penguin Solutions common stock rather than cash. Settlement in shares depends on satisfying time-based vesting conditions and, for PSUs, achieving specified stock price performance targets approved by the Compensation Committee.