Sec Form 4 Filing - Pacheco Jack A @ Penguin Solutions, Inc. - 2024-10-19

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Pacheco Jack A 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) EVP, COO, Pres, Mem Solutions (Last) (First) (Middle) C/O PENGUIN SOLUTIONS, INC., 39870 EUREKA DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 10/19/2024 (Street) NEWARK, CA94560 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Ordinary Shares 10/19/2024 A( 1 ) 18,622 A $ 0 249,455 D Ordinary Shares 10/19/2024 F( 2 ) 9,438 D $ 15.69 240,017 D Ordinary Shares 10/20/2024 F( 3 ) 4,057 D $ 15.69 235,960 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V < /td> (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Pacheco Jack A C/O PENGUIN SOLUTIONS, INC. 39870 EUREKA DRIVE NEWARK, CA94560 EVP, COO, Pres, Mem Solutions Signatures /s/ Anne Kuykendall as attorney-in-fact for Jack A. Pacheco 10/22/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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 18,622 PSUs were earned by the reporting person and vested as of such date. ( 2 )Reflects shares surrendered to the Issuer to satisfy tax withholding obligations in connection with vesting of PSUs. No shares were sold. ( 3 )Reflects shares surrendered to the Issuer to satisfy tax withholding obligations in connection with vesting of restricted share units. No shares were sold.

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).

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