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

Rhea-AI Filing Summary

Anthony George Frey, SVP and Chief Revenue Officer of Penguin Solutions, Inc. (PENG), reported an award of 51,858 restricted stock units (RSUs) on 08/25/2025. The RSUs were granted at no cash price and are shown as directly beneficially owned following the grant. The RSUs vest 25% on October 20, 2026, with the remaining 75% vesting quarterly in 12 equal installments thereafter, subject to continued employment through each vesting date. The Form 4 was signed on behalf of Mr. Frey on 08/27/2025.

Insights

Compensation & Governance Analyst

TL;DR: Executive granted 51,858 RSUs with multi-year vesting to align retention and performance incentives.

The grant of 51,858 RSUs to the SVP and Chief Revenue Officer is a common executive compensation mechanism to retain senior leadership and align their interests with shareholders over time. The structure — 25% vesting after roughly 14 months (October 20, 2026) and the remainder vesting quarterly over the subsequent three years — creates multi-year retention incentives tied to continued employment. The grant was made at $0 price and is reported as directly owned, indicating these are restricted stock units rather than an option. This disclosure is routine for insider compensation and is material to governance and dilution monitoring but does not by itself indicate operational or financial performance changes.

Securities Compliance Specialist

TL;DR: Form 4 properly reports a compensatory RSU award and includes vesting schedule and signature by attorney-in-fact.

The filing clearly identifies the reporting person, relationship to the issuer, transaction date, amount of securities acquired, and vesting terms, meeting Section 16 reporting requirements. The signature by an attorney-in-fact dated 08/27/2025 provides the required attestation. From a compliance perspective, the disclosure appears complete and routine; no amendments or atypical transaction codes are present.

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^*

Frey Anthony George

(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 Chief Revenue Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2025

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	08/25/2025		A		51,858(1)	A	$0	51,858	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 restricted stock units ("RSUs") that will vest as to 25% on October 20, 2026, with the remainder vesting quarterly thereafter in 12 equal installments, subject to the recipient's continued employment through each applicable vesting date.

Remarks:

	/s/ Anne Kuykendall as attorney-in-fact for Anthony George Frey	08/27/2025
	** 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

What was reported on the Form 4 for Penguin Solutions, Inc. (PENG)?

The Form 4 reports that Anthony George Frey acquired 51,858 restricted stock units (RSUs) on 08/25/2025, granted at $0 and shown as directly beneficially owned.

Who is the reporting person in the Penguin Solutions Form 4?

The reporting person is Anthony George Frey, identified as SVP and Chief Revenue Officer of Penguin Solutions, Inc.

What is the RSU vesting schedule disclosed in the filing?

The RSUs vest 25% on October 20, 2026, with the remaining 75% vesting quarterly thereafter in 12 equal installments, subject to continued employment.

Was the Form 4 properly signed and dated?

Yes. The Form 4 includes a signature by Anne Kuykendall as attorney-in-fact for Anthony George Frey dated 08/27/2025.

Are the RSUs reported as direct or indirect ownership?

The filing shows the RSUs as direct (D) beneficial ownership following the transaction.