Penguin Solutions, Inc. — Director's Dealing 2024

Oct 23, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Penguin Solutions, Inc. (PENG)
CIK: 0001616533
Period of Report: 2024-10-19

Reporting Person: Adams Mark (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-10-19	Ordinary Shares	A	93116	—	Acquired	1084962	Direct
2024-10-19	Ordinary Shares	F	47192	$15.69	Disposed	1037770	Direct
2024-10-20	Ordinary Shares	F	14255	$15.69	Disposed	1023515	Direct
2024-10-20	Ordinary Shares	F	6996	$15.69	Disposed	1016519	Direct
2024-10-20	Ordinary Shares	F	31675	$15.69	Disposed	984844	Direct
2024-10-20	Ordinary Shares	D	125000	—	Disposed	859844	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Ordinary Shares	29640	Indirect

Footnotes

F1: On October 1, 2021, the reporting person was granted performance-based restricted share units ("PSUs"), the vesting of which is (i) tied to the achievement of total shareholder return goals relative to the performance of the median company in the Russell 2000 Index following the end of a given three-year performance period, and (ii) subject to the reporting person's continued employment through the date of certification of performance by the Compensation Committee of the Issuer's Board of Directors (the "Committee"). On October 19, 2024, the Committee certified the performance goal achievement and determined that 93,116 PSUs were earned by the reporting person and vested as of such date.

F2: Reflects shares surrendered to the Issuer to satisfy tax withholding obligations in connection with vesting of PSUs. No shares were sold.

F3: Reflects shares surrendered to the Issuer to satisfy tax withholding obligations in connection with vesting of restricted shares. No shares were sold.

F4: Reflects shares surrendered to the Issuer to satisfy tax withholding obligations in connection with vesting of restricted share units. No shares were sold.

F5: Reflects shares surrendered to the Issuer to satisfy tax withholding obligations in connection with vesting of performance shares. No shares were sold.

F6: Reflects shares forfeited pursuant to the terms of a previously disclosed performance-based restricted share award due to non-attainment of the applicable performance conditions. No shares were sold.