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Penguin Solutions, Inc.

For the period ended Feb 27, 2026. Filed Apr 1, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Feb 27, 2026 · Filed Apr 1, 2026

PENG$41.83+12.4%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-11-28; filed 2026-01-06.

0001616533-26-000010

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-02-27; filed 2026-04-01.

0001616533-26-000030

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 84 previous paragraphs and 84 current paragraphs.

51 unchanged; 29 reworded; 2 added; 2 removed; 2 previous and 2 current paragraphs rearranged.

Tables are not compared: 3 previous and 3 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (2)

Current report

Cost of sales decreased by $11.6 million, or 4.4%, and $7.9 million, or 1.6%, in the second quarter and first six months of 2026, respectively, compared to the same periods in the prior year. The decrease was primarily driven by lower sales from our Advanced Computing segment in the second quarter of 2026, partially offset by a one-time $5.8 million inventory write-off related to goods stolen in transit, for which an insurance claim is pending; no comparable events occurred in prior periods.

Current report

negotiated transactions. In the second quarter of 2026, the 2026 Notes matured and we paid the remaining principal balance of $20.0 million, plus $0.3 million of accrued and unpaid interest. As of February 27, 2026, there were no 2026 Notes outstanding.
Removed paragraphs (2)

Previous report

Cost of sales increased by $3.7 million, or 1.5%, in the first quarter of 2026, compared to the same period in the prior year. The increase was primarily driven by increased product sales from our Integrated Memory segment in the first quarter of 2026.

Previous report

accounts payable and accrued expenses and other liabilities primarily due to higher customer deposits resulting from refundable amounts received from customers in advance of satisfying performance obligations.
Reworded paragraphs (29)

Previous wording

Macro-Economic Demand Factors: Our business segments each have their own unique set of demand factors. Our Advanced Computing business is driven by demand for our High Performance Computing (HPC) and AI products, as well as traditional workload optimization and efficiency applications. We expect increased AI adoption and broader implementation by enterprises within but not limited to verticals such as financial services, oil and gas, telecommunications, manufacturing and education, as well as increased sovereign AI adoption, as organizations seek scalable infrastructure solutions, though the extent and timing of such adoption and implementation may vary and may affect our results of operations. Demand in our Integrated Memory segment is driven by end-market demand from OEMs for customer-specific solutions in vertical markets such as industrial, government, networking, HPC and enterprise storage, as well as emerging demand for higher density and greater bandwidth solutions for AI deployments, and we anticipate growing demand for higher performance and reliability memory solutions, such as our CXL family of products, to support both traditional use cases and increasingly complex AI applications, although there can be no assurance that such demand will materialize as expected or at all. Finally, demand for our Optimized LED products is derived from targeted end-market applications, such as general high-power and mid-power lighting and specialty lighting, including video display and horticulture applications. However, broader macro-economic trends, including regional market demand and the global macro-economic environment, global conflicts impacting international relations, recessionary indicators, high inflation rates, uncertainty and costs associated with trade policies and tariffs, and interest rates, can adversely affect all three segments concurrently.

Current wording

Macro-Economic Demand Factors: Our business segments each have their own unique set of demand factors. Our Advanced Computing business is driven by demand for our High Performance Computing (HPC) and AI products, as well as traditional workload optimization and efficiency applications. We expect increased AI adoption and broader implementation by enterprises within but not limited to verticals such as financial services, oil and gas, telecommunications, manufacturing and education, as well as increased neocloud and sovereign AI adoption, as organizations seek scalable infrastructure solutions, though the extent and timing of such adoption and implementation may vary and may affect our results of operations. Demand in our Integrated Memory segment is driven by end-market demand from OEMs for customer-specific solutions in vertical markets such as industrial, government, networking, HPC and enterprise storage, as well as emerging demand for higher density and greater bandwidth solutions for AI deployments, and we anticipate growing demand for higher performance and reliability memory solutions, such as our CXL family of products, to support both traditional use cases and increasingly complex AI applications, although there can be no assurance that such demand will materialize as expected or at all. Finally, demand for our Optimized LED products is derived from targeted end-market applications, such as general high-power and mid-power lighting and specialty lighting, including video display and horticulture applications. However, broader macro-economic trends, including regional market demand and the global macro-economic environment, including those related to global conflicts, such as those in the Middle East and Ukraine, and the global effects thereof on international relations, transport and trade, recessionary indicators, high inflation rates, uncertainty and costs associated with trade policies and tariffs, and interest rates, can adversely affect all three segments concurrently.

Previous wording

Shifts in the Mix and Timing of Our Revenue: Shifts in the mix of revenue from our operating segments, and in the timing of revenue, which can vary significantly from period to period, have impacted and can continue to impact our business and results of operations, including gross and operating margins. For example, our Advanced Computing segment has shown solid growth, but is subject to variability in its sales and margin profile from period to period due to factors such as the following: recognition of revenue sometimes being tied to customer decisions as to the completion of delivery and system go-live events; certain sales being affected by the timing of customer deployments and shipments or customer budget considerations; changes in customer spending on our products and services (including as a result of the macro-economic demand factors discussed above); the impact of customer churn rates (including discounting and churn of significant customers from whom we derive a significant

Current wording

Shifts in the Mix and Timing of Our Net Sales: Shifts in the mix of net sales from our operating segments, and in the timing of net sales, which can vary significantly from period to period, have impacted and can continue to impact our business and results of operations, including gross and operating margins. For example, our Advanced Computing segment has shown solid growth, but is subject to variability in its sales and margin profile from period to period due to factors such as the following: recognition of revenue sometimes being tied to customer decisions as to the completion of delivery and system go-live events; certain sales being affected by the timing of customer deployments and shipments or customer budget considerations; changes in customer spending on our products and services (including as a result of the macro-economic demand factors discussed above); the impact of

Previous wording

percentage of our revenue); discontinuation of certain of our products from time to time; shifts in our customer mix, including expected trends with respect to growth in demand from non-hyperscaler customers for HPC and AI solutions; and margin being driven by the proportion of higher margin software and managed services within our Advanced Computing sales. Our resource commitments and planning for each segment are relatively fixed in the short term, and as such, variability in expected revenue mix may have direct implications for our operating income and margins. Our Integrated Memory business has gross margins which are lower than the Company average and if revenue from this business grows faster than revenue for the Company overall, it may negatively impact total Company gross margins. Additionally, our revenue and margins will be negatively impacted by the winding down of our Penguin Edge business, which we expect to wind down and discontinue prior to the end of fiscal 2026. The comparability of our results of operations against prior periods will also be affected following the wind down of our Penguin Edge business.

Current wording

customer churn rates (including discounting and churn of significant customers from whom we derive a significant percentage of our net sales); discontinuation of certain of our products from time to time; shifts in our customer mix, including expected trends with respect to growth in demand from non-hyperscaler customers for HPC and AI solutions; and margin being driven by the proportion of higher margin software and managed services within our Advanced Computing sales. In particular, our AI infrastructure business is transitioning from a hyperscaler concentration toward a more diversified non-hyperscaler customer base across enterprise, neocloud, and sovereign AI, which may negatively impact our net sales during the transition. Additionally, our net sales and margins will be negatively impacted by the winding down of our Penguin Edge business, which we expect to wind down and discontinue prior to the end of fiscal 2026. The comparability of our results of operations against prior periods will also be affected following the wind down of our Penguin Edge business. Our resource commitments and planning for each segment are relatively fixed in the short term, and as such, variability in expected net sales mix may have direct implications for our operating income and margins. Our Integrated Memory business has gross margins which are lower than the Company average and if net sales from this business grows faster than net sales for the Company overall, it may negatively impact total Company gross margins.

Previous wording

Our Ability to Identify, Complete and Successfully Integrate Acquisitions: A substantial portion of our growth over the last several years has been driven by acquisitions, and we intend to continue to use corporate development as an engine for growth. Within our existing segments, we plan to pursue acquisitions to expand features and functionality, expand into adjacent businesses and grow our customer base and geographic footprint. From time to time, we may seek to expand our addressable market by entering new business segments where, as we did with our Cree LED and Stratus Technologies acquisitions, we identify a business opportunity at scale with a path to being accretive to our overall operations in the near term. If we are unable to identify and complete attractive acquisitions and successfully integrate such businesses, we may not be successful in growing our revenue and/or expanding our margins. Any acquisitions we do complete may require us to incur debt or raise capital through equity financings or may subject us to unforeseen liabilities or costs, or operational challenges, that in turn impede our ability to realize the expected returns on our investment.

Current wording

Our Ability to Identify, Complete and Successfully Integrate Acquisitions: A substantial portion of our growth over the last several years has been driven by acquisitions, and we intend to continue to use corporate development as an engine for growth. Within our existing segments, we plan to pursue acquisitions to expand features and functionality, expand into adjacent businesses and grow our customer base and geographic footprint. From time to time, we may seek to expand our addressable market by entering new business segments where, as we did with our Cree LED and Stratus Technologies acquisitions, we identify a business opportunity at scale with a path to being accretive to our overall operations in the near term. If we are unable to identify and complete attractive acquisitions and successfully integrate such businesses, we may not be successful in growing our net sales and/or expanding our margins. Any acquisitions we do complete may require us to incur debt or raise capital through equity financings or may subject us to unforeseen liabilities or costs, or operational challenges, that in turn impede our ability to realize the expected returns on our investment.

Previous wording

Net sales increased by $2.0 million, or 0.6%, in the first quarter of 2026, compared to the same period in the prior year, primarily due to higher sales from our Integrated Memory business segment, partially offset by lower sales from our Advanced Computing and Optimized LED business segments. Integrated Memory net sales increased by $39.8 million, or 41.2%, in the first quarter of 2026, compared to the same period in the prior year, primarily due to higher sales volumes of Flash and DRAM products stemming from improved market demand and increased supply chain services. Advanced Computing net sales decreased by $26.0 million, or 14.6%, in the first quarter of 2026, compared to the same period in the prior year, primarily due to the ongoing wind down of our Penguin Edge business and lower hardware sales stemming from the timing of customer projects. Optimized LED net sales decreased by $11.9 million, or 17.7%, in the first quarter of 2026, compared to the same period in the prior year, reflecting a broad-based decline in demand across the business.

Current wording

Net sales decreased by $22.5 million, or 6.2%, and $20.6 million, or 2.9%, in the second quarter and first six months of 2026, respectively, compared to the same periods in the prior year, primarily driven by lower hardware sales for our Advanced Computing segment, partially offset by strong growth for our Integrated Memory segment. Integrated Memory net sales increased by $66.4 million, or 63.1%, and $106.2 million, or 52.6%, in the second quarter and first six months of 2026, respectively, compared to the same periods in the prior year, primarily due to higher sales volumes of Flash and DRAM products stemming from improved market demand and higher pricing. Advanced Computing net sales decreased by $84.4 million, or 42.2%, and $110.4 million, or 29.2%, in the second quarter and first six months of 2026, respectively, compared to the same periods in the prior year, reflecting the ongoing wind down of our Penguin Edge business and hyperscale hardware sales in 2025 that did not occur in 2026. Optimized LED net sales decreased by $4.4 million, or 7.4%, and $16.3 million, or 12.8%, in the second quarter and first six months of 2026, respectively, compared to the same periods in the prior year, reflecting a broad-based decline in demand across the business.

Previous wording

Gross margin decreased to 28.0% in the first quarter of 2026 compared to 28.7% in the same period in 2025, primarily due to the ongoing wind down of our high-margin Penguin Edge business.

Current wording

Gross margin decreased to 27.3% in the second quarter of 2026 compared to 28.6% in the same period in 2025, and to 27.7% in the first six months of 2026 compared to 28.7% in the same period in 2025, primarily attributable to the ongoing wind down of our Penguin Edge business, a shift in the overall mix of sales across our business units, along with inventory write-off noted above.

Previous wording

as to future operational plans and which management believes provides supplemental non-GAAP information that is useful to investors in analyzing and assessing our past and future operating performance. These non-GAAP measures exclude certain items, such as stock-based compensation expense; amortization of acquisition-related intangible assets (consisting of amortization of developed technology, customer relationships, trademarks/trade names and backlog acquired in connection with business combinations); acquisition-related inventory adjustments; cost of sales-related restructuring; diligence, acquisition and integration expense; restructuring charges; impairment of goodwill; changes in the fair value of contingent consideration; redomiciliation costs; (gain) loss on non-marketable equity securities; and other infrequent or unusual items. While amortization of acquisition-related intangible assets is excluded, the revenues from acquired companies is reflected in our non-GAAP measures and these intangible assets contribute to revenue generation. See “Item 1. Financial Statements – Notes to Consolidated Financial Statements – Segment and Other Information.”

Current wording

Below is a table of our operating income, measured on a non-GAAP basis, which Penguin Solutions management uses to supplement Penguin Solutions’ financial results under GAAP to analyze its operations and make decisions as to future operational plans and which management believes provides supplemental non-GAAP information that is useful to investors in analyzing and assessing our past and future operating performance. These non-GAAP measures exclude certain items, such as stock-based compensation expense; amortization of acquisition-related intangible assets (consisting of amortization of developed technology, customer relationships, trademarks/trade names and backlog acquired in connection with business combinations); acquisition-related inventory adjustments; inventory write-off, stolen in transit shipment; cost of sales-related restructuring; diligence, acquisition and integration expense; restructuring charges; impairment of goodwill; changes in the fair value of contingent consideration; redomiciliation costs; and other infrequent or unusual items. While amortization of acquisition-related intangible assets is excluded, the revenues from acquired companies is reflected in our non-GAAP measures and these intangible assets contribute to revenue generation. See “Item 1. Financial Statements – Notes to Consolidated Financial Statements – Segment and Other Information.”

Previous wording

Advanced Computing operating income decreased by $8.0 million, or 26.6%, in the first quarter of 2026, as compared to the same period in the prior year, primarily due to the ongoing wind down of our Penguin Edge business.

Current wording

Advanced Computing operating income decreased by $23.9 million, or 64.6%, and $31.9 million, or 47.5%, in the second quarter and first six months of 2026, respectively, as compared to the same periods in the prior year, primarily driven by the continued wind down of our Penguin Edge business and hyperscale hardware sales recognized in 2025 that did not recur in 2026.

Previous wording

Integrated Memory operating income increased by $8.8 million, or 123.9%, in the first quarter of 2026, as compared to the same period in the prior year, primarily due to increased net revenue stemming from improved market demand for Flash and DRAM products.

Current wording

Integrated Memory operating income increased by $16.7 million, or 152.1%, and $25.5 million, or 141.0%, in the second quarter and first six months of 2026, respectively, as compared to the same periods in the prior year, primarily due to increased net revenue stemming from growth in market demand and increased pricing for Flash and DRAM products.

Previous wording

Optimized LED operating income decreased by $0.2 million, or 5.6%, in the first quarter of 2026, as compared to the same period in the prior year, primarily due to the decline in net sales, partially offset by lower personnel-related expenses due to headcount reductions.

Current wording

Optimized LED operating income increased by $3.3 million, or 281.0%, and $3.1 million, or 64.2%, in the second quarter and first six months of 2026, respectively, as compared to the same periods in the prior year, primarily due to lower personnel-related expenses due to headcount reductions and improved gross profit, stemming from more favorable product mix and tariff recoveries.

Previous wording

Research and development expense decreased by $1.1 million, or 5.6%, in the first quarter of 2026, as compared to the same period in the prior year, primarily due to lower personnel-related expenses mainly driven by headcount reductions, as well as lower subcontract services mainly within Advanced Computing.

Current wording

Research and development expense decreased by $0.9 million, or 4.7%, and $2.0 million, or 5.2%, in the second quarter and first six months of 2026, respectively, as compared to the same periods in the prior year, primarily due to lower personnel-related expenses mainly driven by headcount reductions, as well as lower subcontract services for our Advanced Computing segment.

Previous wording

Selling, general and administrative expense decreased by $7.4 million, or 12.3%, in the first quarter of 2026, as compared to the same period in the prior year, primarily due to lower personnel-related expenses mainly driven by headcount reductions as well as lower subcontract services following the completion of our U.S. Domestication in the fourth quarter of 2025.

Current wording

Selling, general and administrative expense decreased by $11.3 million, or 19.1%, and $18.8 million, or 15.7%, in the second quarter and first six months of 2026, respectively, as compared to the same periods in the prior year, primarily due to lower personnel-related expenses mainly driven by headcount reductions as well as lower subcontract services following the completion of our U.S. Domestication in 2025.

Previous wording

Other operating expenses in the first quarter of 2026 and 2025 included restructuring charges of $4.7 million and $0.1 million, respectively, primarily for employee severance costs and other benefits resulting from workforce reductions, the elimination of certain projects across our businesses and other costs associated with the ongoing wind down of our Penguin Edge business. We anticipate that such activities will continue into future quarters, for which we expect to record additional restructuring charges.

Current wording

Other operating expenses in the first six months of 2026 and 2025 included restructuring charges of $5.8 million and $1.0 million, respectively, primarily for employee severance costs and other benefits resulting from workforce reductions, the elimination of certain projects across our businesses and other costs associated with the ongoing

Previous wording

Net interest expense decreased by $4.3 million in the first quarter of 2026, compared to the same period in the prior year, primarily due to the full repayment ofthe Amended 2022 TLA (as defined below) in the fourth quarter of 2025.

Current wording

Net interest expense decreased by $5.8 million in the first six months of 2026 compared to the same period in the prior year, primarily due to the full repayment of the Amended 2022 TLA (as defined below) in the fourth quarter of 2025.

Previous wording

Other non-operating (income) expense in the first quarter of 2026 includes a charge of $10.0 million for the impairment of a non-marketable equity investment. See “Item 1. Financial Statements – Notes to Consolidated Financial Statements – Cash and Investments – Non-Marketable Equity Investments.”

Current wording

Other non-operating (income) expense in the first six months of 2026 includes a net gain of $27.0 million from the disposition of equity investments, partially offset by a $10.0 million charge on impairment of a non-marketable equity investment. See “Item 1. Financial Statements – Notes to Consolidated Financial Statements – Cash and Investments – Non-Marketable Equity Investments.”

Previous wording

In addition, other non-operating (income) expense in the first quarter of 2026 and 2025 included foreign currency gains (losses). See “Item 1. Financial Statements – Notes to Consolidated Financial Statements – Other Non-operating (Income) Expense.”

Current wording

In addition, other non-operating (income) expense in the first six months of 2026 and 2025 included foreign currency gains (losses). See “Item 1. Financial Statements – Notes to Consolidated Financial Statements – Other Non-operating (Income) Expense.”

Previous wording

Income tax provision in the first quarter of 2026 decreased by $4.6 million as compared to the same period in the prior year, primarily due to the benefits from the U.S. Domestication and changes in jurisdictional mix of earnings.

Current wording

Income tax provision in the second quarter and first six months of 2026 increased by $6.8 million and by $2.2 million, respectively, as compared to the same periods in the prior year, primarily due to an increase in profit before tax partially offset by the benefits from the U.S. Domestication.

Previous wording

Our effective tax rate was 23.0% in the first quarter of 2026 and was higher than the U.S. statutory tax rate of 21.0% primarily due to cross border tax costs, state income taxes, and nondeductible compensation paid to officers, partially offset by foreign operations, which reflects the impact of lower tax rates in locations outside the U.S. and tax credits. The effective tax rate was 51.6% in the first quarter of 2025 and differed from the U.S. statutory rate primarily due to losses generated in a jurisdiction where no tax benefit can be recognized, withholding taxes and state income taxes.

Current wording

Our effective tax rate was 27.2% and 26.7% in the second quarter and first six months of 2026, respectively, and was higher than the U.S. statutory tax rate of 21.0%, primarily due to cross border tax costs, state income taxes, and foreign withholding tax partially offset by tax credits. The effective tax rate was 46.3% and 48.6% in the second quarter and first six months of 2025, respectively, and differed from the U.S. statutory rate primarily due to losses generated in a jurisdiction where no tax benefit can be recognized, withholding taxes, state income taxes, and nondeductible compensation paid to officers, partially offset by research and development tax credits.

Previous wording

As of November 28, 2025, we had cash, cash equivalents and short-term investments of $461.5 million, of which $282.4 million was held by subsidiaries outside of the United States. Our principal uses of cash and capital resources have been acquisitions, debt service requirements, capital expenditures, investments in working capital, research and development expenditures, and other operation expenses. We expect that future capital expenditures will focus on expansion of our research and development activities, manufacturing equipment upgrades, acquisitions and IT infrastructure and software upgrades. Cash and cash equivalents generally consist of funds held in demand deposit accounts, money market funds and time deposits. We do not acquire investments for trading or speculative purposes.

Current wording

As of February 27, 2026, we had cash, cash equivalents and short-term investments of $489.2 million, of which $269.4 million was held by subsidiaries outside of the United States. Our principal uses of cash and capital resources have been acquisitions, debt service requirements, capital expenditures, investments in working capital, research and development expenditures, and other operation expenses. We expect that future capital expenditures will focus on expansion of our research and development activities, manufacturing equipment upgrades, acquisitions and IT infrastructure and software upgrades. Cash and cash equivalents generally consist of funds held in demand deposit accounts, money market funds and time deposits. We do not acquire investments for trading or speculative purposes.

Previous wording

In February 2020, we issued $250.0 million in aggregate principal amount of 2.25% Convertible Senior Notes due 2026 (the “2026 Notes”) pursuant to an indenture (the “2026 Indenture”) between us and U.S. Bank Trust Company National Association, as trustee. The 2026 Notes will mature on February 15, 2026, unless earlier converted, redeemed or repurchased.

Current wording

In February 2020, we issued $250.0 million in aggregate principal amount of 2.25% Convertible Senior Notes due 2026 (the “2026 Notes”) pursuant to an indenture (the “2026 Indenture”) between us and U.S. Bank Trust Company National Association, as trustee. The 2026 Notes matured on February 15, 2026.

Previous wording

On January 18, 2023, we exchanged $150.0 million principal amount of 2026 Notes for $150.0 million principal amount of new 2029 Notes (as defined below). On August 6, 2024, we repurchased $80.0 million aggregate principal amount of our 2026 Notes for $100.6 million cash (including payment for accrued interest) in privately-negotiated transactions. As of November 28, 2025, $20.0 million in aggregate principal amount of 2026 Notes were outstanding.

Current wording

On January 18, 2023, we exchanged $150.0 million principal amount of 2026 Notes for $150.0 million principal amount of new 2029 Notes (as defined below). On August 6, 2024, we repurchased $80.0 million aggregate principal amount of our 2026 Notes for $100.6 million cash (including payment for accrued interest) in privately-

Previous wording

On the closing date of the SKT Investment, we and Astra AI Infra entered into an Investor Agreement (the “Investor Agreement”), and the Certificate of Designation of Convertible Preferred Shares setting forth the terms, rights, and obligations of the Issued Cayman CPS (the “CPS Cayman Certificate of Designation”) became effective. The Investor Agreement and the CPS Cayman Certificate of Designation provided for certain rights and

Current wording

On the closing date of the SKT Investment, we and Astra AI Infra entered into an Investor Agreement (the “Investor Agreement”), and the Certificate of Designation of Convertible Preferred Shares setting forth the terms, rights, and obligations of the Issued Cayman CPS (the “CPS Cayman Certificate of Designation”) became effective. The Investor Agreement and the CPS Cayman Certificate of Designation provided for certain rights and restrictions relating to the SKT Investment, including but not limited to board representation rights, pro rata rights, registration rights and consent rights, and standstill provisions, disposition restrictions and voting obligations.

Previous wording

On June 27, 2025, in connection with the U.S. Domestication, Penguin Solutions Delaware executed and adopted a Certificate of Designation of Convertible Preferred Stock (the “CPS Delaware Certificate of Designation”) that sets forth the terms, rights and obligations of a series of 200,000 shares of preferred stock of Penguin Solutions Delaware having a par value of $0.03 per share, designated as convertible preferred stock (the “Issued CPS”), which principal attributes remain substantially the same as prior to the U.S. Domestication, subject to changes to give effect to requirements of Delaware law. The shares of Issued CPS are convertible into shares of common stock at an initial conversion price of $32.81, subject to adjustment upon the occurrence of certain events, have an initial liquidation preference of 1x and are only be redeemable at our option, subject to certain conditions. The holder of Issued CPS may convert such holder’s Issued CPS into shares of common stock at any time, provided that the Issued CPS may, at our option, automatically be converted into shares of common stock on any date following the second anniversary of the closing upon certain conditions. The Issued CPS entitles the holder to receive dividends of six percent per annum, cumulative, and payable quarterly in-kind or in cash at our option. Shares of Issued CPS are not redeemable upon or repurchased upon the election of the holders of Issued CPS. Refer to the CPS Delaware Certificate of Designation of Penguin Solutions, Inc., effective as of June 27, 2025, filed hereto as Exhibit 3.3, and to the section entitled “Comparison of Rights of Cayman Islands Shareholders and Delaware Stockholders” contained in Penguin Solutions Cayman’s definitive proxy statement filed with the SEC on May 2, 2025.

Current wording

holder of Issued CPS may convert such holder’s Issued CPS into shares of common stock at any time, provided that the Issued CPS may, at our option, automatically be converted into shares of common stock on any date following the second anniversary of the closing upon certain conditions. The Issued CPS entitles the holder to receive dividends of six percent per annum, cumulative, and payable quarterly in-kind or in cash at our option. Shares of Issued CPS are not redeemable upon or repurchased upon the election of the holders of Issued CPS. Refer to the CPS Delaware Certificate of Designation of Penguin Solutions, Inc., effective as of June 27, 2025, filed hereto as Exhibit 3.3, and to the section entitled “Comparison of Rights of Cayman Islands Shareholders and Delaware Stockholders” contained in Penguin Solutions Cayman’s definitive proxy statement filed with the SEC on May 2, 2025.

Previous wording

Net cash provided by operating activities in the first quarter of 2025 consisted primarily of net income of $6.0 million, adjusted for non-cash items of $26.9 million. Operating cash flows were negatively affected by a $19.1 million net change in our operating assets and liabilities, primarily from the effects of an increase of $93.4 million in inventories, primarily to support our Advanced Computing business, and an increase of $23.9 million in accounts receivable due to increased sales, partially offset by the effects of an increase of $97.5 million in

Current wording

Net cash provided by operating activities in the first six months of 2026 consisted primarily of net income of $44.6 million, adjusted for non-cash and non-operating items of $26.0 million. Operating cash flows were positively affected by a $15.4 million net change in our operating assets and liabilities, primarily from the effects of an increase of $148.1 million in accounts payable and accrued expenses and other liabilities primarily due to an increase in trade purchasing activities as well as an increase in deferred revenue from customer services, partially offset by an increase of $62.7 million in accounts receivable, driven by increased Integrated Memory sales, and $67.2 million in inventories to support future demand across all business units.

Previous wording

Net cash provided by operating activities in the first quarter of 2026 consisted primarily of net income of $6.1 million, adjusted for non-cash items of $35.8 million. Operating cash flows were negatively affected by a $10.8 million net change in our operating assets and liabilities, primarily from the effects of a decrease of $17.8 million in accounts payable and accrued expenses and other liabilities primarily due to a decrease in deferred revenue from customer services, offset by lower accounts payable related to the timing of trade purchases, and an increase of $34.1 million in accounts receivable, primarily due to the timing of orders and an increase in Integrated Memory net revenue, and overall offset by a decrease of $42.0 million in inventories primarily related to a shift in intra-quarter timing of shipments.

Current wording

Net cash provided by operating activities in the first six months of 2025 consisted primarily of net income of $14.8 million, adjusted for non-cash items of $58.8 million. Operating cash flows were positively affected by a $13.0 million net change in our operating assets and liabilities, primarily from the effects of an increase of $122.1 million in accounts payable and accrued expenses and other liabilities primarily due to an increase in deferred revenue from customer services and higher accounts payable related to the timing of trade purchases, and a decrease of $15.7 million in other assets, partially offset by an increase of $46.2 million in inventories, primarily to support future demand across both Advanced Computing and Integrated Memory, and an increase of $78.6 million in accounts receivable primarily due to increased sales.

Previous wording

Investing Activities: Net cash used for investing activities in the first quarter of 2026 consisted primarily of $2.9 million for capital expenditures and deposits on equipment.

Current wording

Investing Activities: Net cash provided by investing activities in the first six months of 2026 consisted primarily of $32.2 million from proceeds from the disposition of equity investments partially offset by $4.5 million for capital expenditures and deposits on equipment.

Previous wording

Net cash used for investing activities in the first quarter of 2025 consisted primarily of $16.9 million net purchase of marketable investment securities and $1.8 million for capital expenditures and deposits on equipment.

Current wording

Net cash used for investing activities in the first six months of 2025 consisted primarily of $18.6 million net purchase of marketable investment securities and $4.2 million for capital expenditures and deposits on equipment.

Previous wording

Financing Activities: Net cash used for financing activities in the first quarter of 2026 consisted primarily of $20.2 million of payments to acquire our common stock (including $15.0 million under our stock repurchase program) and $3.1 million in payments of preferred stock cash dividends, partially offset by $3.3 million in proceeds from the issuance of common stock from our equity plans.

Current wording

Financing Activities: Net cash used for financing activities in the first six months of 2026 consisted primarily of $57.1 million of payments to acquire our common stock (including $47.0 million under our stock repurchase program), $20.0 million of repayments on our 2026 Notes, and $6.2 million in payments of preferred stock cash dividends, partially offset by $5.9 million in proceeds from the issuance of common stock from our equity plans.

Previous wording

Net cash used for financing activities in the first quarter of 2025 consisted primarily of $11.1 million of payments to acquire our ordinary shares (including $7.8 million under our stock repurchase program), partially offset by $3.4 million in proceeds from the issuance of ordinary shares from our equity plans.

Current wording

Net cash provided by financing activities in the first six months of 2025 consisted primarily of $191.2 million of proceeds from the issuance of preferred shares, net of issuance costs of $8.8 million, and $3.7 million in proceeds from the issuance of ordinary shares from our equity plans, partially offset by $17.6 million of payments to acquire our ordinary shares (including $11.1 million under our share repurchase program).
Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

wind down of our Penguin Edge business. We anticipate that such activities will continue into future quarters, for which we expect to record additional restructuring charges.

Current report — wording carried from elsewhere

On June 27, 2025, in connection with the U.S. Domestication, Penguin Solutions Delaware executed and adopted a Certificate of Designation of Convertible Preferred Stock (the “CPS Delaware Certificate of Designation”) that sets forth the terms, rights and obligations of a series of 200,000 shares of preferred stock of Penguin Solutions Delaware having a par value of $0.03 per share, designated as convertible preferred stock (the “Issued CPS”), which principal attributes remain substantially the same as prior to the U.S. Domestication, subject to changes to give effect to requirements of Delaware law. The shares of Issued CPS are convertible into shares of common stock at an initial conversion price of $32.81, subject to adjustment upon the occurrence of certain events, have an initial liquidation preference of 1x and are only redeemable at our option, subject to certain conditions. The
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Previous report — wording carried elsewhere

Below is a table of our operating income, measured on a non-GAAP basis, which Penguin Solutions management uses to supplement Penguin Solutions’ financial results under GAAP to analyze its operations and make decisions

Previous report — wording carried elsewhere

restrictions relating to the SKT Investment, including but not limited to board representation rights, pro rata rights, registration rights and consent rights, and standstill provisions, disposition restrictions and voting obligations.