Director at Penguin Solutions (PENG) granted 10,034 RSUs

Rhea-AI Filing Summary

Penguin Solutions, Inc. director Mark Papermaster received an equity award of 10,034 shares of common stock in the form of restricted stock units on February 6, 2026, at a price of $0 per share. These restricted stock units are scheduled to vest in full on the earlier of February 6, 2027 or the date of the annual meeting of stockholders at which his term as director expires, subject to his continued service through that vesting date. Following this grant, he beneficially owns 34,816 shares of Penguin Solutions common stock directly.

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

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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^*

Papermaster Mark D

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2026

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	02/06/2026		A		10,034(1)	A	$0	34,816	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. Represents a restricted stock unit award that is scheduled to vest in full on the earlier of February 6, 2027 or the date of the annual meeting of stockholders at which the reporting person's term expires, subject to the reporting person's continued service through the vesting date.

Remarks:

	/s/ Anne Kuykendall as attorney-in-fact for Mark Papermaster	02/10/2026
	** 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 insider transaction did Penguin Solutions (PENG) report for Mark Papermaster?

Penguin Solutions reported that director Mark Papermaster received 10,034 restricted stock units of common stock on February 6, 2026, at no cash cost. The award increases his direct beneficial ownership to 34,816 shares, aligning his compensation partly with the company’s share performance.

How many Penguin Solutions (PENG) shares were granted in this Form 4 filing?

The Form 4 shows a grant of 10,034 restricted stock units of Penguin Solutions common stock to director Mark Papermaster. These units were awarded at a price of $0 per share and bring his total directly beneficially owned shares to 34,816 after the reported transaction.

What is the vesting schedule of Mark Papermaster’s restricted stock units at Penguin Solutions (PENG)?

The restricted stock unit award vests in full on the earlier of February 6, 2027 or the date of the annual stockholders’ meeting when Mark Papermaster’s director term expires. Vesting is conditioned on his continued service as a director through the applicable vesting date.

Is Mark Papermaster a director or officer of Penguin Solutions (PENG) in this Form 4?

In this filing, Mark Papermaster is identified as a director of Penguin Solutions and not as an officer or 10% owner. The reported transaction reflects director equity compensation rather than an open-market purchase or sale of common stock by an executive officer.

How many Penguin Solutions (PENG) shares does Mark Papermaster own after this Form 4 transaction?

After receiving 10,034 restricted stock units, Mark Papermaster beneficially owns 34,816 shares of Penguin Solutions common stock directly. This figure includes the newly granted award and represents his total direct beneficial ownership following the February 6, 2026 equity grant.