Penguin Solutions, Inc.
For the period ended May 30, 2025. Filed Jul 8, 2025.
View on SEC.govAbout 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.
May 30, 2025 · Filed Jul 8, 2025
PENG$45.70+9.3%Stored close · as of Nov 9, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 6. Exhibits
INDEX TO EXHIBITS
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| ExhibitNo. · Description · FiledHerewith · Form · File No. · Exhibit · FilingDate | |||||
| 3.1 | Amended and Restated Certificate of Incorporation of Penguin Solutions, Inc., effective as of June 27, 2025 | 8-K12B | 001-38102 | 3.1 | 06/30/2025 |
| 3.2 | Certificate of Designation of Convertible Preferred Stock, effective as of June 27, 2025 | 8-K12B | 001-38102 | 3.2 | 06/30/2025 |
| 3.3 | Amended and Restated Bylaws of Penguin Solutions, Inc., effective as of June 27, 2025 | 8-K12B | 001-38102 | 3.3 | 06/30/2025 |
| 4.1 | Form of Common Stock Certificate | S-8 POS | 333-286347 | 4.1 | 06/30/2025 |
| 4.2 | Second Supplemental Indenture in respect of the 2026 Notes, dated as of June 30, 2025, by and among Penguin Solutions Delaware, Penguin Solutions Cayman and U.S. Bank Trust Company, National Association, a national banking association organized under the laws of the United States of America, as trustee | 8-K12B | 001-38102 | 4.1 | 06/30/2025 |
| 4.3 | First Supplemental Indenture in respect of the 2029 Notes, dated as of June 30, 2025, by and among Penguin Solutions Delaware, Penguin Solutions Cayman and U.S. Bank Trust Company, National Association, a national banking association organized under the laws of the United States of America, as trustee | 8-K12B | 001-38102 | 4.2 | 06/30/2025 |
| 4.4 | First Supplemental Indenture in respect of the 2030 Notes, dated as of June 30, 2025, by and among Penguin Solutions Delaware, Penguin Solutions Cayman and U.S. Bank Trust Company, National Association, a national banking association organized under the laws of the United States of America, as trustee | 8-K12B | 001-38102 | 4.3 | 06/30/2025 |
| 4.5 | Amended and Restated Investor Agreement, dated as of June 30, 2025, by and between Penguin Solutions Delaware and Astra AI Infra LLC | 8-K12B | 001-38102 | 4.4 | 06/30/2025 |
| 10.1† | Credit Agreement, dated as of June 24, 2025, by and among Penguin Solutions, Inc., SMART Modular Technologies, Inc., the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and an Issuing Bank | 8-K | 001-38102 | 10.1 | 06/26/2025 |
| 10.2 | Form of Indemnification and Advancement Agreement for Directors and Officers | 8-K12B | 001-38102 | 10.1 | 06/30/2025 |
| 10.3* | Independent Director Compensation Policy | 8-K12B | 001-38102 | 10.2 | 06/30/2025 |
| 10.4* | The Registrant’s Amended and Restated 2017 Stock Incentive Plan | 8-K12B | 001-38102 | 10.3 | 06/30/2025 |
| 10.5* | The Registrant’s Amended and Restated 2018 Employee Stock Purchase Plan | 8-K12B | 001-38102 | 10.4 | 06/30/2025 |
| 10.6* | The Registrant’s Amended and Restated 2021 Inducement Plan | 8-K12B | 001-38102 | 10.5 | 06/30/2025 |
| 10.7* | The Registrant’s Form of Restricted Stock Unit Award Agreement (Stock-Settled) under the Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan | S-8 POS | 333-286347 | 99.4 | 06/30/2025 |
| 10.8* | The Registrant’s Form of Restricted Stock Unit Award Agreement (Cash-Settled) under the Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan | S-8 POS | 333-286347 | 99.5 | 06/30/2025 |
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| 10.9* | The Registrant’s Form of Restricted Stock Unit Award Agreement (Stock-Settled) under the Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan | S-8 POS | 333-286347 | 99.6 | 06/30/2025 | |
| 10.10* | The Registrant’s Form of Restricted Stock Unit Award Agreement (Cash-Settled) under the Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan | S-8 POS | 333-286347 | 99.7 | 06/30/2025 | |
| 10.11* | The Registrant’s Form of Performance Stock Unit Award Agreement under the Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan | S-8 POS | 333-286347 | 99.8 | 06/30/2025 | |
| 10.12* | The Registrant’s Form of Performance Stock Unit Award Agreement under the Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan | S-8 POS | 333-286347 | 99.9 | 06/30/2025 | |
| 10.13* | Offer Letter, dated as of August 12, 2020, by and between the Registrant and Mark Adams | 8-K | 001-38102 | 10.1 | 08/13/2020 | |
| 10.14* | Offer Letter, dated as of September 6, 2022, by and between the Registrant and Joseph Clark | 10-Q | 001-38102 | 10.1 | 04/09/2024 | |
| 10.15* | Amended and Restated Offer Letter, effective as of September 25, 2023, by and between the Registrant and Anne Kuykendall | 10-Q | 001-38102 | 10.1 | 04/02/2025 | |
| 10.16* | Amended and Restated Offer Letter, dated as of May 23, 2024, by and between the Registrant and Peter Manca | 10-K | 001-38102 | 10.15 | 10/24/2024 | |
| 10.17* | Offer Letter, dated as of June 18, 2024, by and between the Registrant and Nathan Olmstead | 10-Q | 001-38102 | 10.2 | 07/09/2024 | |
| 10.18* | Transition Agreement, effective as of April 10, 2025, by and between SMART Modular Technologies, Inc. and Jack Pacheco | X | ||||
| 31.1 | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 31.2 | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 32.1** | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 32.2** | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document | X | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | X | ||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | X | ||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | X | ||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | X | ||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | X | ||||
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| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | X |
| † | Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted attachment to the SEC on a confidential basis upon request. |
|---|---|
| * | Constitutes a management contract or compensatory plan or arrangement. |
| ** | The certifications attached as Exhibit 32.1 and Exhibit 32.2 that accompany this Quarterly Report on Form 10-Q are deemed furnished and not filed with the SEC and are not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report, irrespective of any general incorporation language contained in such filing. |
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