Welcome to our dedicated page for Penguin Solutions SEC filings (Ticker: PENG), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Penguin Solutions, Inc. (PENG) SEC filings page on Stock Titan provides access to the company’s regulatory disclosures as filed with the U.S. Securities and Exchange Commission. As a Delaware corporation listed on Nasdaq, Penguin Solutions submits periodic and current reports that describe its financial performance, risk factors, and significant corporate events across its Advanced Computing, Integrated Memory, and Optimized LED segments.
Among the filings available are current reports on Form 8-K. For example, Penguin Solutions filed an 8-K describing the release of financial results for a fiscal period and noting that the company refers to non-GAAP financial information in its earnings materials, with reconciliations to GAAP included in the associated press release. The same 8-K also reports that the Audit Committee of the Board of Directors approved a stock repurchase authorization, allowing the company to repurchase shares of its common stock through open market purchases, privately negotiated transactions, or other methods, subject to market conditions and corporate needs.
In addition to current reports, investors can consult Penguin Solutions’ annual reports on Form 10-K and quarterly reports on Form 10-Q, which the company references in its risk factor discussions. These filings contain sections such as “Risk Factors,” “Results of Operations,” “Quantitative and Qualitative Disclosures About Market Risk,” and “Liquidity and Capital Resources,” providing detail on the company’s operations in high-performance computing, AI infrastructure, memory technologies, and LED solutions.
On Stock Titan, these filings are supplemented by AI-powered summaries that explain key points, highlight important adjustments between GAAP and non-GAAP measures, and make it easier to understand complex disclosures. Users can also review information related to corporate actions, stock repurchase authorizations, and other material events reported on Forms 8-K, as well as track how Penguin Solutions presents its financial metrics and risk disclosures over time.
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.
An affiliate of PENG filed to sell common stock under Rule 144 through Morgan Stanley Smith Barney LLC’s Executive Financial Services. The filing covers 4,739 common shares, with an indicated value of $275,335.90, with a proposed sale date of July 22, 2026.
The shares relate to Restricted Stock Units granted on January 20, 2024. In the prior three months, Rule 10b5-1 plan transactions for Anne Kuykendall included sales of 4,000 shares on May 26, 2026 for $217,794.00 and 4,000 shares on June 15, 2026 for $257,501.20.
Penguin Solutions, Inc. issued $750.0 million aggregate principal amount of 0.00% Convertible Senior Notes due 2031 in a private Rule 144A offering. The notes bear no regular interest, mature on August 1, 2031, and are convertible into cash and, if applicable, common stock at an initial rate of 8.5690 shares per $1,000 (conversion price about $116.70 per share), with issuer redemption and holder repurchase rights tied to “fundamental change” events and stock price thresholds.
The company expects net proceeds of approximately $735.1 million, to be used to repurchase $135.5 million of 2.00% convertible notes due 2029 and $160.0 million of 2.00% convertible notes due 2030 for cash plus approximately 4.7 million and 4.0 million shares of common stock, respectively, repay $100.0 million under its credit agreement, and fund $49.1 million of capped call transactions with an initial cap price of $175.05 per share. Initially, a maximum of 9,640,050 shares may be issued upon conversion based on the maximum conversion rate, while the capped calls are expected generally to reduce potential dilution and/or offset cash payments above principal upon conversion, subject to the cap.
Penguin Solutions, Inc. reports that Interim CFO Aaron Michael Johnson directly holds 32,778 shares of common stock as of July 9, 2026. This total includes unvested restricted stock units of 10,342, 9,039, 8,244 and 5,153 shares, which vest in quarterly installments beginning July 20, 2026 and July 20, 2027, subject to his continued service.
Bank of Nova Scotia, a Canadian federal-level institution, reports beneficial ownership of 4,439,943 shares of Penguin Solutions, Inc. common stock. This holding represents 8.52% of the class.
Bank of Nova Scotia has sole power to vote and dispose of all 4,439,943 shares and reports no shared voting or dispositive power. The position is reported as a parent holding company under Rule 13d-1(b)(1)(ii)(g).
Penguin Solutions (PENG) reported a very strong quarter for the period ended May 29, 2026. Net sales were $478.7 million, up 47.6% from $324.3 million, driven mainly by Integrated Memory, where AI-related DRAM and Flash demand boosted volume and pricing.
Net income jumped to $46.2 million from $3.5 million, and basic EPS improved to $0.73 from a small loss. Gross margin held near prior levels at 27.8%, while operating margin expanded as selling, general and administrative costs fell as a percentage of sales and goodwill impairments did not recur.
The company generated $11.2 million of operating cash flow year-to-date, supported by a large increase in payables that offset higher receivables and inventories. Cash and cash equivalents were $440.3 million, against total debt of $443.2 million, including 2029 and 2030 convertible notes.
Penguin Solutions reported a record third quarter of fiscal 2026, with net sales of $478.7M, up 48% from a year earlier, driven by strong AI-related demand across Integrated Memory and AI Infrastructure. GAAP operating income rose to $51M, a 417% increase, and GAAP diluted EPS improved to $0.68 from a slight loss.
On a non-GAAP basis, operating income reached $64M, up 67%, and diluted EPS climbed to $0.84 from $0.47. The company raised its fiscal 2026 outlook, now targeting net sales growth of 22% plus or minus 2%, GAAP EPS of $1.97 ±$0.05, and non-GAAP EPS of $2.60 ±$0.05, reflecting very strong agentic AI-driven demand.
Penguin Solutions, Inc. filed an amendment to update details of compensation for Aaron Johnson, who was previously appointed interim Chief Financial Officer and principal financial and accounting officer effective July 9, 2026. The Compensation Committee approved a monthly interim CFO stipend of $10,000, prorated for actual time served and excluded from annual incentive plan calculations.
Mr. Johnson will also receive a retention equity grant of 5,153 restricted stock units under the company’s Amended and Restated 2017 Stock Incentive Plan. These RSUs vest 25% on July 20, 2027, with the remaining shares vesting in 12 equal quarterly installments, contingent on his continued service. The company states there are no other new compensatory arrangements related to his interim CFO role.
Penguin Solutions, Inc. senior vice president and chief legal officer Anne Kuykendall reported selling a total of 4,000 shares of common stock in open-market transactions on June 15, 2026. The sales were executed at prices generally between about $62.29 and $65.63, with each line item reported at a weighted average sale price.
The filing states that these transactions were carried out under a previously established Rule 10b5-1 trading plan adopted on November 11, 2025. After completing these sales, Kuykendall directly holds 120,794 shares of Penguin Solutions common stock.
Penguin Solutions, Inc. senior vice president and president of Optimized LED, Clark Joseph Gates, reported selling a total of 10,351 shares of common stock on June 1, 2026. The six open-market sales were executed at per-share prices ranging from about $55.53 to $60.76, and were carried out under a previously established Rule 10b5-1 trading plan adopted on November 11, 2025.