PENG on Nasdaq

Penguin Solutions, Inc.

Penguin Solutions, Inc. is an American semiconductors and related devices company based in Fremont.1

Price unavailable

Last updated Oct 21, 2026.

Overview

$1.4BRevenue, fiscal 20252
$25.4MNet income, fiscal 20252

Compare with Credo Technology Group Holding Ltd, Array Technologies, Inc. or Enphase Energy, or pick any stock.

  • TickerPENG on Nasdaq1
  • IndustrySemiconductors & Related Devices1
  • HeadquartersFremont, California1
  • Incorporated inDE3
  • Business address45800 Northport Loop West, Fremont, Ca 945383
  • Filer categoryLarge accelerated filer3

The forward-looking statements included in this Annual Report are made only as of the date of this Annual Report. We do not intend, and have no obligation, to update or revise any forward-looking statements in order to reflect events or circumstances that may arise after the date of this Annual Report, except as required by law.5 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

28.8%Gross margin2
4.2%Operating margin2
1.9%Net margin2
16.9%Revenue growth, 20252
6.4%Return on equity2
1.12×Debt to equity2
$100.1MFree cash flow2

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Business segments

Advanced Computing brought in 47% of the revenue Penguin Solutions, Inc. broke down this way in fiscal 2025.

  1. Advanced Computing$648.4M247%up 17% from 2024
  2. Integrated Memory$464.2M234%up 30% from 2024
  3. Optimized LED$256.1M219%down 1% from 2024
Business segments by year
Business segments202320242025
Advanced Computing$749.7M$554.6M$648.4M
Integrated Memory$443.3M$356.4M$464.2M
Optimized LED$248.3M$259.8M$256.1M

Regions

United States brought in 57% of the revenue Penguin Solutions, Inc. broke down this way in fiscal 2025.

  1. United States$776.5M257%up 15% from 2024
  2. China$186.8M214%down 2% from 2024
  3. Other Country$161.1M212%down 3% from 2024
  4. Mexico$147.3M211%up 440% from 2024
  5. Europe$97.0M27%down 15% from 2024
Regions by year
Regions202320242025
United States$877.4M$672.8M$776.5M
China$192.1M$190.7M$186.8M
Other Country$247.7M$165.8M$161.1M
Mexico$9.9M$27.3M$147.3M
Europe$114.1M$114.3M$97.0M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue71¢$974.5M
  • Research and development6¢$79.8M
  • Selling, general and admin17¢$238.2M
  • Other costs2¢$30.8M
  • Income tax1¢$20.1M
  • Profit2¢$25.4M

Out of $1.4B in revenue.2

Where each dollar of operating cash went, fiscal 2025

  • Capital spending8¢$9.0M
  • Share buybacks48¢$52.3M
  • Kept or used elsewhere44¢$47.8M

Out of $109.1M of cash from operations.2

Financial statements

Revenue6789102$1.4B in 2025+6% since 2018
0$500.0M$1.0B$1.5B2018: $1.3B$1.3B20182019: $1.2B$1.2B2019−6%2020: $1.1B$1.1B2020−7%2021: $1.1B$1.1B2021−6%2022: $1.4B$1.4B2022+32%2023: $1.4B$1.4B2023+3%2024: $1.2B$1.2B2024−19%2025: $1.4B$1.4B2025+17%
Gross profit6789102$394.3M in 2025+35% since 2018
0$200.0M$400.0M$600.0M2018: $291.6M$291.6M20182019: $237.5M$237.5M2019−19%2020: $216.4M$216.4M2020−9%2021: $238.0M$238.0M2021+10%2022: $391.0M$391.0M2022+64%2023: $415.2M$415.2M2023+6%2024: $340.8M$340.8M2024−18%2025: $394.3M$394.3M2025+16%
Operating income6789102$58.1M in 2025−66% since 2018
-$50.0M0$50.0M$100.0M$150.0M$200.0M2018: $170.2M$170.2M20182019: $89.1M$89.1M2019−48%2020: $41.3M$41.3M2020−54%2021: -$15.7M-$15.7M20212022: $67.2M$67.2M20222023: $8.7M$8.7M2023−87%2024: $18.3M$18.3M2024+109%2025: $58.1M$58.1M2025+218%
Net income6789102$25.4M in 2025−79% since 2018
-$200.0M-$100.0M0$100.0M$200.0M2018: $119.5M$119.5M20182019: $51.3M$51.3M2019−57%2020: -$1.1M-$1.1M20202021: $21.3M$21.3M20212022: $66.6M$66.6M2022+212%2023: -$187.5M-$187.5M20232024: -$52.5M-$52.5M2024−72%2025: $25.4M$25.4M2025

Every line of the income statement as filed: the last 3 fiscal years (annual) or 8 quarters (quarterly), latest first.2

Period ending2025-08-312024-08-312023-08-31
Total net sales$1.4B$1.2B$1.4B
Total cost of sales$974.5M$830.0M$1.0B
Gross profit$394.3M$340.8M$415.2M
Research and development$79.8M$81.5M$90.6M
Selling, general and administrative$238.2M$233.9M$260.7M
Impairment of goodwill$16.1M$0$19.1M
Change in fair value of contingent consideration$0$0$29.0M
Other operating expense$2.1M$7.1M$7.0M
Total operating expenses$336.1M$322.5M$406.4M
Operating income$58.1M$18.3M$8.7M
Interest expense, net$7.3M$28.4M$36.4M
Other non-operating expense$1.9M$21.1M$11.8M
Total non-operating expense$9.2M$49.5M$48.3M
Income (loss) before taxes$48.9M-$31.2M-$39.5M
Income tax provision (benefit)$20.1M$10.6M-$49.2M
Net income (loss) from continuing operations$28.8M-$41.8M$9.7M
Net loss from discontinued operations$0-$8.1M-$195.4M
Net income (loss)$28.8M-$49.9M-$185.7M
Net income attributable to noncontrolling interest$3.4M$2.5M$1.8M
Net income (loss) attributable to Penguin Solutions$25.4M-$52.5M-$187.5M
Preferred stock dividends$8.7M$0$0
Income available for distribution$16.7M-$52.5M-$187.5M
Income allocated to participating securities$1.3M$0$0
Net income (loss) available to common stockholders, basic$15.5M-$52.5M-$187.5M
Net income (loss) available to common stockholders, diluted$15.5M-$52.5M-$187.5M
Continuing operations$0-$1$0
Discontinued operations$0-$0-$4
Basic (in usd per share)$0.29-$1.00-$3.78
Continuing operations$0-$1$0
Discontinued operations$0-$0-$4
Diluted (in usd per share)$0.28-$1.00-$3.65
Basic (in shares)53.2M shares52.4M shares49.6M shares
Diluted (in shares)54.4M shares52.4M shares51.3M shares

Compare Penguin Solutions, Inc. with another company

Corporate structure

Penguin Solutions, Inc. sits at the top of its group. 10 entities, 3 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Penguin Solutions, Inc.

  • Invesco Filed SCHEDULE 13G/A on Penguin Solutions, Inc., latest Aug 13, 2026 (2 filings since Aug 13, 2026)
  • FMR LLC Filed SCHEDULE 13G/A on Penguin Solutions, Inc., latest Aug 6, 2026 (8 filings since Feb 9, 2022)
  • SK Telecom Filed SCHEDULE 13D/A on Penguin Solutions, Inc., latest Jul 28, 2026 (2 filings since Dec 20, 2024)
  • BANK OF NOVA SCOTIA Filed SCHEDULE 13G on Penguin Solutions, Inc., latest Jul 15, 2026
  • VANGUARD PORTFOLIO MANAGEMENT LLC Filed SCHEDULE 13G on Penguin Solutions, Inc., latest Apr 29, 2026
  • VANGUARD GROUP INC Filed SCHEDULE 13G/A on Penguin Solutions, Inc., latest Mar 27, 2026 (6 filings since Feb 10, 2022)
  • CROSSLINK CAPITAL INC Filed SCHEDULE 13G/A on Penguin Solutions, Inc., latest Nov 14, 2025 (2 filings since Feb 14, 2025)
  • State Street Corporation Filed SCHEDULE 13G on Penguin Solutions, Inc., latest Nov 10, 2025 (5 filings since Feb 10, 2022)
  • BlackRock Filed SCHEDULE 13G/A on Penguin Solutions, Inc., latest Oct 17, 2025 (5 filings since Feb 7, 2022)
  • Ameriprise Financial Filed SC 13G/A on Penguin Solutions, Inc., latest Nov 14, 2024 (4 filings since Feb 14, 2022)
  • Yiheng Capital Management, L.P. Filed SC 13G/A on Penguin Solutions, Inc., latest Feb 14, 2024 (3 filings since Feb 14, 2024)
  • Russell Investments Group, Ltd. Filed SC 13G/A on Penguin Solutions, Inc., latest Feb 11, 2022
  • Penguin Solutions, Inc. Fremont, California
    • Penguin Computing, Inc. Subsidiary · California, United States
    • Penguin Solutions (Cayman), Inc. Subsidiary · Cayman Islands
    • Penguin Solutions (PENG) Ireland Limited Subsidiary · Ireland
    • Penguin Solutions (SMART Modular), Inc. (CI) Subsidiary · Cayman Islands
    • Saleen Intermediate Holdings, Inc. Subsidiary · Cayman Islands
    • SMART Modular Technologies (DE), Inc. Subsidiary · Delaware, United States
    • SMART Modular Technologies (DH), Inc. Subsidiary · Cayman Islands
    • SMART Modular Technologies (Global), Inc. Subsidiary · Cayman Islands
    • SMART Worldwide Holdings, Inc. Subsidiary · Cayman Islands

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Penguin Solutions, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$221.2M2 Aug 29, 2025$224.5M2 Aug 30, 2024−1.5%
Accumulated depreciation$128.6M2 Aug 29, 2025$117.9M2 Aug 30, 2024+9.0%
Property and equipment, net$92.6M2 Aug 29, 2025$106.5M2 Aug 30, 2024−13.1%
Operating-lease assets (leased space)$58.8M2 Aug 29, 2025$60.3M2 Aug 30, 2024−2.5%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$453.8M2 Aug 29, 2025$383.1M2 Aug 30, 2024+18.4%
Marketable securities, current$02 Aug 29, 2025$6.3M2 Aug 30, 2024−100.0%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$145.9M2 Aug 29, 2025$162.0M2 Aug 30, 2024−9.9%
Intangible assets, net (excluding goodwill)$87.8M2 Aug 29, 2025$121.5M2 Aug 30, 2024−27.7%
Finite-lived intangibles, gross$193.2M2 Aug 29, 2025$243.0M2 Aug 30, 2024−20.5%
Accumulated amortization$105.5M2 Aug 29, 2025$121.5M2 Aug 30, 2024−13.2%

Inventory

ItemLatestA year beforeChange
Inventory, total$255.2M2 Aug 29, 2025$151.2M2 Aug 30, 2024+68.8%
Raw materials$92.4M2 Aug 29, 2025$75.5M2 Aug 30, 2024+22.4%
Work in process$32.0M2 Aug 29, 2025$18.7M2 Aug 30, 2024+70.8%
Finished goods$130.8M2 Aug 29, 2025$57.0M2 Aug 30, 2024+129.6%

Properties, in its own words

Our U.S. headquarters are located in Fremont, California. We lease or own various facilities described below for our design, manufacture, research and development and sales and marketing activities. We believe that our

existing facilities are suitable and adequate for our present purposes. The following is a summary of our principal facilities as of August 29, 2025:

The rest of Item 2

Location · Square Feet (in 000s) · Manufacturing · Procurement · R&D · Sales · Supply ChainServices

Durham, NC · 102 · X · X · X

Fremont, CA · 86 · X · X · X · X

Huizhou, China · 824 · X · X · X

Maynard, MA · 69 · X · X · X

Newark, CA · 79 · X · X · X · X · X

Penang, Malaysia · 139 · X · X · X · X · X

Tempe, AZ · 50 · X · X · X · X

In addition to the principal facilities in the table above, we lease additional facilities in the United States, China, Hong Kong, Ireland, Japan, Scotland, Singapore and Taiwan.

Item 2 of the 10-K filed Oct 21, 2025.5

Leadership

Who has led Penguin Solutions, Inc., and when. Pick a name to see everywhere that person has worked.

Board members and other officers (28)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Penguin Computing, Inc. California4
  • Penguin Solutions (Cayman), Inc. Cayman Islands4
  • Penguin Solutions (PENG) Ireland Limited Ireland4
  • Penguin Solutions (SMART Modular), Inc. (CI) Cayman Islands4
  • Penguin Solutions Corporation California4
  • SMART Modular Technologies (DE), Inc. Delaware4
  • SMART Modular Technologies (DH), Inc. Cayman Islands4
  • SMART Modular Technologies (Global), Inc. Cayman Islands4
  • SMART Worldwide Holdings, Inc. Cayman Islands4
  • Saleen Intermediate Holdings, Inc. Cayman Islands4

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • SMART Global Holdings, Inc.Aug 26, 2014 to Oct 3, 20243

Timeline

  1. Oct 6, 20268-K Results of operations50
  2. Oct 6, 20268-K Results of operations; Executive or director change; Regulation FD disclosure51
  3. Jul 17, 20268-K Entered a material agreement; New debt or obligation; Unregistered sale of shares52
  4. Jul 7, 20268-K Results of operations53
  5. Jul 1, 20268-K Executive or director change54
  6. Jun 1, 20268-K Executive or director change; Regulation FD disclosure55
  7. May 18, 20268-K Executive or director change; Regulation FD disclosure56
  8. Apr 1, 20268-K Regulation FD disclosure; Other events57
  9. Apr 1, 20268-K Results of operations58
  10. Feb 11, 20268-K Shareholder vote59
  11. Feb 4, 2026New chief executive Kashif Shaikh becomes CEO14
  12. Feb 2, 20268-K Executive or director change; Regulation FD disclosure60
  13. Jan 6, 20268-K Results of operations61
  14. Sep 2, 2020New chief executive Mark Adams becomes CEO15
  15. May 23, 2017New chief executive Iain Mackenzie becomes CEO16

Calendar

When it reported results

  1. Oct 6, 2026Reported quarterly or annual results50
  2. Oct 6, 2026Reported quarterly or annual results51
  3. Jul 7, 2026Reported quarterly or annual results53
  4. Apr 1, 2026Reported quarterly or annual results58
  5. Jan 6, 2026Reported quarterly or annual results61
  6. Oct 7, 2025Reported quarterly or annual results62
  7. Jul 8, 2025Reported quarterly or annual results63
  8. Apr 2, 2025Reported quarterly or annual results64

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

474 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 65 major events, 248 insider forms, 40 large holders, 101 other. The latest 20:

  1. Oct 8, 20264 EDGAR
  2. Oct 8, 20263 EDGAR
  3. Oct 6, 20264 EDGAR
  4. Oct 6, 20264 EDGAR
  5. Oct 6, 20268-K EDGAR
  6. Oct 6, 20268-K EDGAR
  7. Oct 1, 20264 EDGAR
  8. Oct 1, 20264 EDGAR
  9. Oct 1, 20264 EDGAR
  10. Oct 1, 20264 EDGAR
  11. Aug 26, 20264 EDGAR
  12. Aug 13, 2026SCHEDULE 13G/A EDGAR
  13. Aug 13, 2026SCHEDULE 13G EDGAR
  14. Aug 6, 2026SCHEDULE 13G/A EDGAR
  15. Jul 28, 2026SCHEDULE 13D/A EDGAR
  16. Jul 27, 20264 EDGAR
  17. Jul 23, 2026144 EDGAR
  18. Jul 22, 20264 EDGAR
  19. Jul 22, 20264 EDGAR
  20. Jul 22, 2026144 EDGAR

The 474 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

79 open-market trades by officers, directors and large owners since October 2021: 4 buys and 75 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Aug 24, 2026Kuykendall AnneSVP and Chief Legal OfficerSale4,000$50.58$202.3KForm 4
Jul 23, 2026Clark Joseph GatesSVP and Pres, Optimized LEDSale1,327$57.47$76.3KForm 4
Jul 22, 2026Kuykendall AnneSVP and Chief Legal OfficerSale739$56.12$41.5KForm 4
Jun 15, 2026Kuykendall AnneSVP and Chief Legal OfficerSale4,000$64.38$257.5KForm 4
Jun 1, 2026Clark Joseph GatesSVP and Pres, Optimized LEDSale10,351$58.88$609.4KForm 4
May 26, 2026Kuykendall AnneSVP and Chief Legal OfficerSale4,000$54.45$217.8KForm 4
May 14, 2026Straub Maximiliane CDirectorSale3,000$49.00$147.0KForm 4
May 12, 2026Straub Maximiliane CDirectorSale4,000$44.34$177.4KForm 4
May 12, 2026NAYYAR SANDEEPDirectorSale7,107$43.48$309.0KForm 4
May 11, 2026Straub Maximiliane CDirectorSale8,000$45.00$360.0KForm 4
May 11, 2026NAYYAR SANDEEPDirectorSale12,893$45.09$581.3KForm 4
May 8, 2026Clark Joseph GatesSVP and Pres, Optimized LEDSale5,000$39.99$199.9KForm 4
May 5, 2026Clark Joseph GatesSVP and Pres, Optimized LEDSale5,000$34.75$173.8KForm 4
Apr 24, 2026Clark Joseph GatesSVP and Pres, Optimized LEDSale5,000$29.75$148.8KForm 4
Apr 23, 2026Clark Joseph GatesSVP and Pres, Optimized LEDSale1,485$27.62$41.0KForm 4
Apr 22, 2026Kuykendall AnneSVP and Chief Legal OfficerSale738$27.92$20.6KForm 4
Apr 16, 2026Clark Joseph GatesSVP and Pres, Optimized LEDSale5,000$26.82$134.1KForm 4
Apr 9, 2026Clark Joseph GatesSVP and Pres, Optimized LEDSale12,546$22.55$282.9KForm 4
Mar 16, 2026Kuykendall AnneSVP and Chief Legal OfficerSale4,000$17.75$71.0KForm 4
Feb 25, 2026Kuykendall AnneSVP and Chief Legal OfficerSale4,000$20.80$83.2KForm 4

All 79 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Mark Adams61$890.0K$11.7M77
2025Tony Frey56$8.2K$3.3M77
2025Pete Manca$471.2K$2.7M77
2025Anne Kuykendall48$450.0K$2.4M77
2025Nate Olmstead53$500.0K$2.3M77
2025Joseph Clark53$450.0K$1.8M77
2024President and Chief Executive Officer$750.0K$6.0M77
2024Former Senior Vice President and PresidentAdvanced Computing$192.3K$5.7M77
2024Senior VicePresident and Chief Financial Officer$82.7K$4.0M77
2024Senior Vice President and PresidentOptimized LED$450.0K$1.5M77
2023President and Chief Executive Officer$750.0K$3.2M77
2023Senior Vice President and PresidentOptimized LED$375.0K$1.6M77

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
BlackRock, Inc.7,652,384$581.7M0.0%−70,010
Fmr LLC6,166,682$468.7M0.0%+1,553,961
Invesco Ltd.4,553,215$346.1M0.0%+565,075
State Street Corp3,128,616$237.8M0.0%−94,683
Vanguard Portfolio Management LLC2,984,926$226.9M0.0%−618,311
Dimensional Fund Advisors LP2,393,508$181.9M0.0%+1,091
Vanguard Capital Management LLC2,111,433$160.5M0.0%−55,148
Barrow Hanley Mewhinney & Strauss LLC1,975,948$150.2M0.5%+186,926
American Century Companies Inc1,962,105$149.1M0.1%+1,441,952
Boston Partners1,677,550$127.9M0.1%+81,567
Geode Capital Management, LLC1,250,752$95.1M0.0%−4,970
Charles Schwab Investment Management Inc709,310$53.9M0.0%−158,826
Paradigm Capital Management Inc/ny685,900$52.1M1.4%−919,200
Driehaus Capital Management LLC672,847$51.1M0.3%New
Two Sigma Investments, LP660,315$50.2M0.0%+474,080
Morgan Stanley654,049$49.7M0.0%+58,962
Kennedy Capital Management LLC610,743$46.4M0.8%−368,749
Northern Trust Corp588,462$44.7M0.0%+17,705
Portolan Capital Management, LLC546,173$41.5M1.6%New
Bnp Paribas Financial Markets543,480$41.3M0.0%+128,073
William Blair Investment Management, LLC450,030$34.2M0.1%−516,134
Wellington Management Group Llp432,722$32.9M0.0%−155,029
Vanguard Fiduciary Trust Co335,288$25.5M0.0%+23,215
Marshall Wace, Llp315,487$24.0M0.0%+167,720
Royce & Associates LP301,775$22.9M0.2%−678,974

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Penguin Solutions, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARPenguin Solutions, Inc.1
  • CIK0001616533
  • Employer ID (EIN)36-51426875
  • Filer statusLarge accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company5
  • Incorporated inDelaware5
  • Fiscal year endsAugust 291
  • Industry code (SIC)3674 Semiconductors & Related Devices1
  • SEC reviewing officeOffice of Manufacturing, Division of Corporation Finance1
  • Business address45800 Northport Loop West, Fremont, CA 945381
  • Phone(510) 623-12311
  • Shares outstanding51,242,699 as of Jul 2, 202612
  • Public float$1.1B as of Feb 28, 20255
  • AuditorDELOITTE & TOUCHE LLP, San Jose, California PCAOB ID 34; it also attests to the company’s internal control over financial reporting5
  • On EDGAR sinceAug 26, 20141
  • Filings840 in all: 4 (410), 8-K (114), 144 (40), 3 (34), 10-Q (28), SC 13G/A (26), S-8 (18), UPLOAD (18)1
    All 40 form types

    CORRESP (16), S-8 POS (16), DEFA14A (14), DEF 14A (12), SCHEDULE 13G/A (11), SC 13G (10), 10-K (9), SC 13D/A (9), 8-K/A (6), SCHEDULE 13G (6), S-1/A (5), DRS/A (4), DRSLTR (4), ARS (3), DRS (3), EFFECT (3), 424B4 (2), 424B5 (2), FWP (2), PRE 14A (2), S-1 (2), 10-K/A (1), 15-12G (1), 424B3 (1), 8-A12B (1), 8-K12B (1), CERTNAS (1), S-3 (1), S-3ASR (1), SC 13D (1), SCHEDULE 13D (1), SCHEDULE 13D/A (1)

  • Latest filingsAnnual report (10-K) Oct 21, 2025
    Quarterly report (10-Q) Jul 7, 2026
    Proxy statement (DEF 14A) Dec 19, 2025
    Latest 8-K (8-K) Oct 6, 2026

Securities registered for trading

ClassSymbolExchange
Common stock, $0.03 par value per sharePENGNasdaq Global Select Market

From the cover page of the 10-K filed Oct 21, 2025 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks Penguin Solutions, Inc. names in Item 1A of its 10-K filed Oct 21, 2025: 68 risks under these headings, as written.5

  • Risks Related to Our Business
  • Risks Related to Our International Operations
  • Risks Related to Our Debt
  • Risks Related to Our Common Stock
  • General Risk Factors
  • Changing worldwide economic conditions could adversely affect our results of operations and financial condition.
  • Our results of operations fluctuate from quarter to quarter, which make them difficult to predict.
  • We have experienced losses in the past and may experience losses in the future.
  • We compete in historically cyclical markets.
  • Fluctuations in average selling prices may have a material adverse effect on our business, results of operations and financial condition.
  • Tariffs or other trade restrictions or taxes have had in the past, and could have in the future, an adverse impact on our business, results of operations and financial condition.
  • We depend on a select number of customers for a significant portion of our revenue.
The other 61 risks
  • Issues in the development of, our investment in, and use of AI or AI technologies, combined with an uncertain regulatory environment, may result in a material adverse impact on our business, results of operations and financial condition, reputational harm, liability or other adverse consequences to our business operations.
  • The markets that we serve are highly competitive.
  • We may be unable to optimally match purchasing and production to customer demand, which may have a material adverse effect on our business, results of operations and financial condition.
  • Our future success depends on our ability to develop new products and services.
  • Our customers often require that our products undergo a lengthy and expensive process of evaluation and qualification without any assurance of net sales.
  • If our OEM customers decide to utilize standardized solutions instead of our specialty products, our net sales and market share may decline.
  • We depend on a small number of sole or limited source suppliers.
  • We may be unable to adapt to technological change.
  • We may not be able to maintain or improve our manufacturing efficiency.
  • Disruption of our operations at any one of our manufacturing facilities would substantially harm our business.
  • We are subject to a number of procurement laws and regulations.
  • Products that fail to meet specifications, are defective or that are otherwise incompatible with end uses could impose significant costs on us.
  • Actual or perceived failures or breaches of our information and security systems, or those of our customers, suppliers or business partners, could expose us to losses.
  • Actual or perceived non-compliance with applicable data privacy and security laws, or that of our customers, suppliers or business partners, could expose us to losses.
  • Some of our offerings utilize open source software, which may pose particular risks to our proprietary software, products and services in a manner that could harm our business.
  • Open source software may make it easier for competitors, some of which may have greater resources than we have, to enter our markets and compete with us.
  • We could be prevented from selling or developing our software if our licenses are not enforceable or are modified so as to become incompatible with other open source licenses.
  • Contracts with the U.S. Government may be terminated, cancelled or modified.
  • Our indemnification obligations to our customers and suppliers could require us to pay substantial damages.
  • We may need to raise additional funds, which may not be available on acceptable terms or at all.
  • We have in the past made, and may in the future make, acquisitions, investments and/or alliances, which involve numerous risks.
  • We may fail to realize the anticipated benefits of our acquisitions.
  • We have incurred, and may in the future incur, impairment charges related to our goodwill, which could have a material adverse effect on our business, results of operations and financial condition.
  • We may incur liabilities relating to additional Brazilian withholding tax in connection with the sale of our Brazil business.
  • We may not achieve the intended benefits of the sale of our Brazil business.
  • The sale of our Brazil business could impair our ability to protect our trademarks and brand.
  • If we are not able to maintain, develop and enhance our brand and our reputation, our business and results of operations may be adversely affected.
  • We rely on third parties to sell a portion of our products and services.
  • We may be unable to protect our intellectual property.
  • Legal proceedings and claims could have a material adverse effect on our business, results of operations or financial condition.
  • We may be required to pay royalties or obtain licenses to sell certain products.
  • The anticipated benefits of the U.S. Domestication may not be realized.
  • The U.S. Domestication may adversely impact our effective tax rate.
  • Changes in tax laws or potential adjustments by tax authorities could materially increase our tax expense.
  • Our ability to use our tax attributes is limited.
  • We reversed the valuation allowance for a significant portion of our deferred tax assets in the fourth quarter of 2023, and we may not be able to realize these assets in the future. Our deferred tax assets may also be subject to additional valuation allowances, which could have a material adverse effect on our business, results of operations, and financial condition.
  • We could incur substantial costs or liabilities as a result of violations of environmental laws.
  • We may be unable to successfully manage environmental or social sustainability initiatives, in whole or in part, which could lead to less opportunity for us to have sustainability investors and partners and could negatively impact our reputation or options for capital acquisition.
  • Our worldwide operations, and those of our suppliers, business partners and customers, may be disrupted by events outside of our control, including the effects of climate change, natural disasters, man-made disasters or other events, as well as societal and governmental responses to such events.
  • Public health crises, such as pandemics, epidemics, or widespread outbreaks of infectious disease, have had, and could in the future have, an adverse effect on our business, financial condition and results of operations.
  • We are subject to the taxation requirements of the jurisdictions in which we operate, and if we fail to qualify for certain tax incentives or to comply with local tax regulations, we may suffer financial losses.
  • Changes in foreign currency exchange rates could materially adversely affect our business, results of operations or financial condition.
  • If enacted, exchange controls may limit our ability to receive dividends and other distributions from our foreign subsidiaries.
  • High rates of inflation could have a material adverse effect on our business, results of operations and financial condition.
  • We may have limited legal recourse under the laws of China if disputes arise under our agreements with third parties.
  • Our indebtedness could impair our financial condition and harm our ability to operate our business.
  • Our credit agreement may limit our flexibility in operating our business.
  • Provisions in the Convertible Senior Notes and their respective indentures could delay or prevent an otherwise beneficial takeover of us.
  • Our capped call transactions may affect the value of our debt and common stock.
  • The trading price of our common stock has been and may continue to be volatile.
  • If our estimates or judgments relating to our critical accounting estimates are based on assumptions that change or prove to be incorrect, our results of operations could fall below expectations of securities analysts and investors, resulting in a decline in the market price of our common stock.
  • Future sales of our common stock in the public market, or the perception that these sales may occur, could cause our stock price to fall.
  • Anti-takeover provisions contained in our amended and restated certificate of incorporation and amended and restated bylaws, as well as provisions of Delaware law, could delay, defer, discourage, or prevent a takeover attempt.
  • We do not anticipate paying any cash dividends on our common stock in the foreseeable future.
  • Claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us.
  • Our amended and restated certificate of incorporation provides for an exclusive forum in the Court of Chancery of the State of Delaware for certain disputes between us and our stockholders, and that the federal district courts of the United States will be the
  • exclusive forum for the resolution of any complaint asserting a cause of action under the Securities Act.
  • Worldwide economic and political conditions as well as other factors may adversely affect our operations and cause fluctuations in demand for our products.
  • We and others are subject to a variety of laws, regulations, or industry standards that may have a material adverse effect on our business, results of operations or financial condition.
  • Our success depends on our ability to attract, retain and motivate highly skilled employees.
  • Worldwide political conditions and threats of terrorist attacks may adversely affect our operations and demand for our products.

Legal proceedings

For a discussion of legal proceedings, see “Item 1A. Risk Factors” and “PART II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Commitments and Contingencies.”

The opening of Item 3, Legal Proceedings.5

Sources

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