[Form 4] SMART Global Holdings, Inc. Ordinary Shares Insider Trading Activity

Rhea-AI Filing Summary

Form 4 discloses that Nathan Olmstead, Senior Vice President & Chief Financial Officer of PENGUIN SOLUTIONS INC. (ticker shown as PENG, formerly SMART Global Holdings, symbol SGH), satisfied tax-withholding obligations related to restricted-stock-unit (RSU) vesting on 20-Jul-2025.

The officer surrendered 6,051 common shares to the company (transaction code F) at an accounting price of $24.43 per share; no shares were sold on the open market. Following the transaction, Olmstead’s direct ownership stands at 79,324 common shares. No derivative securities were involved and there were no new acquisitions or open-market dispositions.

Code F transactions are considered non-discretionary, routine tax settlements and generally do not signal a change in insider sentiment. The filing therefore carries limited market impact but updates the public float for share-count tracking and insider-ownership records.

Insights

Securities Analyst

TL;DR: Routine RSU tax withholding; minimal market impact.

The CFO’s share surrender is a non-open-market, non-discretionary event required to cover payroll taxes on vested RSUs. His remaining stake of 79.3 k shares reflects continued alignment with shareholders. Because no shares were sold for personal liquidity and the quantity involved is immaterial to SGH’s float, I classify the disclosure as neutral with negligible valuation effect.

Corporate Governance Specialist

TL;DR: Compliance update; governance posture unchanged.

Code F transactions are standard housekeeping and demonstrate timely Section 16 compliance. There is no indication of strategic intent or governance concern. Ownership after settlement remains sizable for a C-suite officer, supporting ongoing incentive alignment. Impact on investors is neutral.

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).

1. Name and Address of Reporting Person^*

Olmstead Nathan

(Last) (First) (Middle)

C/O PENGUIN SOLUTIONS, INC.

1390 MCCARTHY BOULEVARD

(Street)

MILPITAS CA 95035

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
07/20/2025

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	07/20/2025		F(1)		6,051	D	$24.43	79,324	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.

Remarks:

	/s/ Anne Kuykendall as attorney-in-fact for Nathan Olmstead	07/22/2025
	** 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

How many shares did SGH CFO Nathan Olmstead dispose of on 20-Jul-2025?

He surrendered 6,051 shares to cover tax withholding on vested RSUs.

What price was recorded for the surrendered SGH shares?

The accounting price listed was $24.43 per share.

How many SGH (Penguin Solutions) shares does the CFO now own?

After the transaction, Olmstead directly owns 79,324 common shares.

Was this an open-market sale by the SGH insider?

No. The shares were surrendered to the issuer solely for tax withholding (code F).

Does this Form 4 filing suggest a change in insider sentiment at SGH?

Code F transactions are routine and generally neutral; they do not indicate bullish or bearish intent.