SK Telecom unit to sell Penguin Solutions (PENG) preferred for $380,296,000

Rhea-AI Filing Summary

SK Telecom Co., Ltd. and its special purpose vehicle Astra AI Infra LLC report beneficial ownership of Penguin Solutions, Inc. Ordinary Shares issuable upon conversion of Convertible Preferred Shares, representing 6,096,103 Ordinary Shares, or 10.3% of the class based on calculations as of July 27, 2026.

On July 27, 2026, Astra agreed to sell all 200,000 Convertible Preferred Shares to SHIFTIX1 LLC, a wholly owned subsidiary of SK hynix Inc., for an aggregate purchase price of $380,296,000, subject to customary closing conditions and regulatory approvals. At closing, Astra will assign to SHIFTIX1 its rights under the Investor Agreement, including board nomination, pro rata, consent and registration rights tied to these Preferred Shares.

Key Figures

Beneficial ownership: 6,096,103 Ordinary Shares Percent of class: 10.3% Preferred Shares sold: 200,000 Preferred Shares +4 more

7 metrics

Beneficial ownership 6,096,103 Ordinary Shares Ordinary Shares issuable upon conversion of Preferred Shares as of July 27, 2026

Percent of class 10.3% Ownership percentage represented by 6,096,103 Ordinary Shares

Preferred Shares sold 200,000 Preferred Shares All Convertible Preferred Shares to be transferred by Astra to SHIFTIX1 LLC

Purchase price $380,296,000 Aggregate purchase price for 200,000 Preferred Shares under Stock Transfer Agreement

Accumulated Stated Value $200 million Accumulated Stated Value of the Preferred Shares as of the date of issuance

Conversion Price $32.80784 Conversion Price for Preferred Shares into Ordinary Shares as of issuance

Par value per Ordinary Share $0.03 per share Par value of Penguin Solutions Ordinary Shares

Key Terms

Beneficially Owned, Convertible Preferred Shares, Accumulated Stated Value, Compounded Dividends, +2 more

6 terms

Beneficially Owned financial

"Aggregate amount beneficially owned by each reporting person 6,096,103.00"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Convertible Preferred Shares financial

"Convertible Preferred Shares, par value $0.03 per share (the "Preferred Shares")."

Convertible preferred shares are a type of stock that pays priority dividends and has a higher claim on assets than common shares, but can be exchanged later for a set number of common shares. For investors, they offer a safety-and-upside mix: steady income and protection like a senior ticket, plus the option to convert into common stock if the company grows — a decision that affects potential returns and how much existing owners’ stakes may be diluted.

Accumulated Stated Value financial

"based on the Accumulated Stated Value (as defined in the Certificate) of the Preferred Shares"

Compounded Dividends financial

"accumulated Compounded Dividends (as defined in the Certificate) and the Conversion Price"

Conversion Price financial

"the Accumulated Stated Value of the Preferred Shares was $200 million and the Conversion Price was $32.80784."

The conversion price is the fixed price at which a convertible security, like a bond or preferred stock, can be exchanged for shares of common stock. It acts like a set rate that determines how many shares an investor can receive if they choose to convert their investment. This helps investors understand the value and potential benefits of converting their securities into company shares.

Investor Agreement regulatory

"Astra will assign to Purchaser all of Astra's rights and obligations under the Investor Agreement"

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

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Available on EDGAR 07/28/2026 - 07:51 AM Accepted by SEC EDGAR 07/28/2026 - 07:51 AM Learn about SEC filing dates

FAQ

What percentage of Penguin Solutions (PENG) does SK Telecom report beneficially owning?

SK Telecom and Astra AI Infra LLC report beneficial ownership of 6,096,103 Penguin Solutions Ordinary Shares, representing 10.3% of the class. These shares are issuable upon conversion of Convertible Preferred Shares, based on calculations as of July 27, 2026.

What transaction involving Penguin Solutions (PENG) Preferred Shares occurred on July 27, 2026?

On July 27, 2026, Astra AI Infra LLC agreed to sell all 200,000 Convertible Preferred Shares of Penguin Solutions to SHIFTIX1 LLC for an aggregate purchase price of $380,296,000, subject to customary closing conditions and required regulatory approvals.

Who is SHIFTIX1 LLC in the Penguin Solutions (PENG) ownership change?

SHIFTIX1 LLC is a Delaware limited liability company and wholly owned subsidiary of SK hynix Inc.. It agreed to acquire all 200,000 Penguin Solutions Convertible Preferred Shares from Astra AI Infra LLC, pending satisfaction or waiver of customary closing conditions.

What rights tied to Penguin Solutions (PENG) will be transferred with the Preferred Shares?

At closing, Astra AI Infra LLC will assign to SHIFTIX1 LLC its rights under the Investor Agreement, including board nomination rights, pro rata rights, consent rights and registration rights associated with the 200,000 Convertible Preferred Shares.

How are Penguin Solutions (PENG) Convertible Preferred Shares converted into Ordinary Shares?

The Preferred Shares convert into Ordinary Shares based on the Accumulated Stated Value, accumulated Compounded Dividends and the Conversion Price. As of issuance, Accumulated Stated Value was $200 million and the Conversion Price was $32.80784, both subject to adjustment under the Certificate of Designation.

Who are the reporting persons in this Penguin Solutions (PENG) ownership disclosure?

The reporting persons are SK Telecom Co., Ltd., organized in the Republic of Korea, and Astra AI Infra LLC, a Delaware limited liability company. Astra directly holds the Convertible Preferred Shares; SK Telecom may be deemed to have sole voting and dispositive power over them.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Penguin Solutions, Inc.

(Name of Issuer)

Ordinary Shares, par value $0.03 per share

(Title of Class of Securities)

G8232Y101

(CUSIP Number)

Mr. Kyoungseop Lee
65, Eulji-ro, Jung-gu,
Seoul, M5, 04539
82-2-6100-3611

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

07/27/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): G8232Y101

1

Name of reporting person

SK Telecom Co., Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

KOREA, REPUBLIC OF

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 6,096,103.90
8	Shared Voting Power 0.00
9	Sole Dispositive Power 6,096,103.90
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

6,096,103.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

10.3 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

The Convertible Preferred Shares of the Issuer (the Preferred Shares) are directly held by Astra AI Infra LLC, a special purpose vehicle established by SK Telecom Co., Ltd. to invest in the Issuer. SK Telecom Co., Ltd. may be deemed to have sole voting and dispositive power with respect to the Preferred Shares held by Astra AI Infra LLC. The number of Ordinary Shares into which the Preferred Shares may convert is calculated as of July 27, 2026, and is subject to adjustment, as described in the Certificate of Designation of the Preferred Shares, as amended or modified from time to time (the Certificate). The Preferred Shares are convertible into a number of the Issuer's Ordinary Shares to be determined at the time of conversion based on the Accumulated Stated Value (as defined in the Certificate) of the Preferred Shares, accumulated Compounded Dividends (as defined in the Certificate) and the Conversion Price (as defined in the Certificate). As of the date of issuance, the Accumulated Stated Value of the Preferred Shares was $200 million and the Conversion Price was $32.80784. The Accumulated Stated Value and the Conversion Price are subject to adjustment as described in Section 4 of the Certificate. The information set forth in Rows (7), (9), (11) and (13) is subject to the Investor Agreement described in Item 6 of this Schedule 13D.

SCHEDULE 13D

CUSIP Number(s): G8232Y101

1

Name of reporting person

Astra AI Infra LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 6,096,103.90
8	Shared Voting Power 0.00
9	Sole Dispositive Power 6,096,103.90
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

6,096,103.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

10.3 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

The number of Ordinary Shares into which the Preferred Shares may convert is calculated as of July 27, 2026, and is subject to adjustment, as described in the Certificate. The Preferred Shares are convertible into a number of the Issuer's Ordinary Shares to be determined at the time of conversion based on the Accumulated Stated Value (as defined in the Certificate) of the Preferred Shares, accumulated Compounded Dividends (as defined in the Certificate) and the Conversion Price (as defined in the Certificate). As of the date of issuance, the Accumulated Stated Value of the Preferred Shares was $200 million and the Conversion Price was $32.80784. The Accumulated Stated Value and the Conversion Price are subject to adjustment as described in Section 4 of the Certificate. The information set forth in Rows (7), (9), (11) and (13) is subject to the Investor Agreement described in Item 6 of this Schedule 13D.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary Shares, par value $0.03 per share
(b)	Name of Issuer: Penguin Solutions, Inc.
(c)	Address of Issuer's Principal Executive Offices: 45800 Northport Loop West, Fremont, CALIFORNIA , 94538.
Item 1 Comment: This Amendment No. 1 to Schedule 13D (this "Schedule 13D/A") amends and supplements the Schedule 13D originally filed on December 20, 2024 (the "Original Schedule 13D") and relates to the Ordinary Shares, $0.03 par value per share (the "Ordinary Shares") of Penguin Solutions, Inc. (the "Issuer"), which are issuable upon conversion of the Issuer's Convertible Preferred Shares, par value $0.03 per share (the "Preferred Shares").
Item 4.	Purpose of Transaction
	Item 4 of the Original Schedule 13D is hereby amended and supplemented by the information contained in Item 6 of this Amendment No. 1, which is incorporated herein by reference.
Item 5.	Interest in Securities of the Issuer
(c)	Item 5(c) of the Original Schedule 13D is hereby amended and supplemented as follows: On July 27, 2026, Astra entered into a Stock Transfer Agreement with SHIFTIX1 LLC ("Purchaser"), pursuant to which Astra has agreed to sell, assign and transfer all 200,000 Preferred Shares to SHIFTIX1 for an aggregate Purchase Price of $380,296,000, subject to the terms and conditions set forth in such Stock Transfer Agreement.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Original Schedule 13D is hereby amended and supplemented as follows. Stock Transfer Agreement. On July 27, 2026, Astra entered into a Stock Transfer Agreement with Purchaser, a Delaware limited liability company and wholly owned subsidiary of SK hynix Inc., pursuant to which Astra has agreed to sell, assign and transfer to Purchaser all of its right, title and interest in the 200,000 Preferred Shares subject to the terms and conditions thereof. The closing of the transactions contemplated by the Stock Transfer Agreement is subject to the satisfaction or waiver of customary conditions to closing, including regulatory approvals. At the closing, Astra will assign to Purchaser all of Astra's rights and obligations under the Investor Agreement with respect to the Preferred Shares, including Astra's board nomination rights, pro rata rights, consent rights and registration rights thereunder. The foregoing descriptions of the Stock Transfer Agreement and the Investor Agreement are not intended to be complete and are qualified in their entirety by reference to such agreements. A copy of the Stock Transfer Agreement is attached as Exhibit B hereto, and a copy of the Investor Agreement is filed as an exhibit to the Original 13D, each of which is incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	A - Joint Filing Statement (filed as Exhibit A to the Original 13D and incorporated herein in its entirety by reference). Exhibit B Stock Transfer Agreement, dated as of July 27, 2026, by and between Astra AI Infra LLC and SHIFTIX1 LLC.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

SK Telecom Co., Ltd.

Signature:	/s/ Jong Suk Park
Name/Title:	Jong Suk Park/CFO
Date:	07/27/2026

Astra AI Infra LLC

Signature:	/s/ Jae Shin Lee
Name/Title:	Jae Shin Lee/CEO
Date:	07/27/2026