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| CIK | 1616533 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Penguin Solutions, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| August 27, 2025 |
As filed with the Securities and Exchange Commission on August 27, 2025 As filed with the Securities and Exchange Commission on August 27, 2025 Registration No. |
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| August 27, 2025 |
Exhibit 107 Calculation of Filing Fee Table Registration Statement on Form S-3 (Form Type) Penguin Solutions, Inc. |
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| July 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 28, 2025 PENGUIN SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Commission File Number 001-38102 Delaware 36-5142687 (State or Other Jurisdiction of Incor |
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| July 29, 2025 |
Exhibit 99.1 Penguin Solutions Announces Leadership Changes Strategic realignment underscores transformation to an AI Infrastructure Solutions Company Milpitas, Calif. – July 29, 2025 – Penguin Solutions, Inc. (Penguin Solutions; Nasdaq: PENG) (the “Company”) today announced the appointment of two new leaders: SVP and Chief Revenue Officer Tony Frey and SVP of Strategy and Corporate Development Te |
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| July 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-38102 PENGUIN SOLU |
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| July 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 8, 2025 PENGUIN SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Commission File Number 001-38102 Delaware 36-5142687 (State or Other Jurisdiction of Incorp |
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| July 8, 2025 |
Exhibit 99.1 Press Release FOR IMMEDIATE RELEASE PENGUIN SOLUTIONS REPORTS Q3 FISCAL 2025 FINANCIAL RESULTS Company raises midpoint of full-year GAAP and Non-GAAP diluted EPS outlook Milpitas, Calif. – July 8, 2025 – Penguin Solutions, Inc. (“Penguin Solutions,” “we,” “us,” or the “Company”) (NASDAQ: PENG) today reported financial results for the third quarter of fiscal 2025. Third Quarter Fiscal |
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| July 8, 2025 |
by and between SMART Modular Technologies, Inc. and Jack Pacheco EXHIBIT 10.18 Transition Agreement This Transition Agreement (the “Agreement”) is entered into by and between Jack Pacheco (the “Employee”) and SMART Modular Technologies, Inc. (together with Penguin Solutions, Inc. (“Penguin”), the “Company”), effective as of the eighth day after the date the Employee signs this Agreement (the “Effective Date”), if not revoked in accordance with Section 6(b). Ref |
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| June 30, 2025 |
Exhibit 99.9 Performance Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan Notice of Grant Date of Grant: [xx/xx/xxxx] Name of Participant: [First Name Last Name] Target Number of Units: [xx,xxx] Performance Period: [•] through [•], subject to Addendum A Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants to the above- |
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| June 30, 2025 |
Exhibit 99.5 Cash-Settled Restricted Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan Date of Grant: [DATE] Name of Participant: [NAME] Number of Cash-Settled Units: [QUANTITY] Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants, as of the date of grant set forth above (the “Grant Date”), the number of restricted |
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| June 30, 2025 |
Exhibit 99.9 Performance Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan Notice of Grant Date of Grant: [xx/xx/xxxx] Name of Participant: [First Name Last Name] Target Number of Units: [xx,xxx] Performance Period: [•] through [•], subject to Addendum A Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants to the above- |
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| June 30, 2025 |
Amended and Restated Bylaws of the Registrant (filed herewith). Exhibit 3.2 Amended and Restated Bylaws of Penguin Solutions, Inc. (a Delaware corporation) as of June 30, 2025 Table of Contents Page Article I - Corporate Offices 3 1.1 Registered Office 3 1.2 Other Offices 3 Article II - Meetings of Stockholders 3 2.1 Place of Meetings 3 2.2 Annual Meeting 3 2.3 Special Meeting 3 2.4 Notice of Business to be Brought before an Annual Meeting 4 2.5 Notice of Nomi |
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| June 30, 2025 |
The Registrant’s Amended and Restated 2018 Employee Stock Purchase Plan (filed herewith). Exhibit 99.2 PENGUIN SOLUTIONS, INC. AMENDED AND RESTATED 2018 EMPLOYEE STOCK PURCHASE PLAN 1. Purpose of the Plan. The purpose of this Penguin Solutions, Inc. Amended and Restated 2018 Employee Stock Purchase Plan (the “Plan”) is to provide an opportunity for Eligible Employees of the Company and its Designated Companies to purchase Shares at a discount through voluntary Contributions, thereby at |
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| June 30, 2025 |
Exhibit 99.8 Performance Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan Notice of Grant Date of Grant: [xx/xx/xxxx] Name of Participant: [First Name Last Name] Target Number of Units: [xx,xxx] Performance Period: [•] through [•], subject to Addendum A Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants to the a |
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| June 30, 2025 |
Registration No. 333-218605 Registration No. 333-221534 Registration No. 333-223880 Registration No. 333-227449 Registration No. 333-230578 Registration No. 333-234541 Registration No. 333-249619 Registration No. 333-253064 Registration No. 333-257724 Registration No. 333-264150 Registration No. 333-271121 Registration No. 333-271123 Registration No. 333-278587 Registration No. 333-278588 Registra |
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| June 30, 2025 |
Registration No. 333-218605 Registration No. 333-221534 Registration No. 333-223880 Registration No. 333-227449 Registration No. 333-230578 Registration No. 333-234541 Registration No. 333-249619 Registration No. 333-253064 Registration No. 333-257724 Registration No. 333-264150 Registration No. 333-271121 Registration No. 333-271123 Registration No. 333-278587 Registration No. 333-278588 Registra |
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| June 30, 2025 |
Exhibit 99.7 Cash-Settled Restricted Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan Date of Grant: [DATE] Name of Participant: [NAME] Number of Cash-Settled Units: [QUANTITY] Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants, as of the date of grant set forth above (the “Grant Date”), the number of restricted |
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| June 30, 2025 |
Exhibit 99.6 Restricted Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan Date of Grant: [DATE] Name of Participant: [NAME] Number of Units/Shares: [QUANTITY] Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants, as of the date of grant set forth above (the “Grant Date”), the number of restricted stock units set forth a |
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| June 30, 2025 |
Exhibit 99.9 Performance Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan Notice of Grant Date of Grant: [xx/xx/xxxx] Name of Participant: [First Name Last Name] Target Number of Units: [xx,xxx] Performance Period: [•] through [•], subject to Addendum A Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants to the above- |
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| June 30, 2025 |
Exhibit 99.4 Restricted Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan Date of Grant: [DATE] Name of Participant: [NAME] Number of Units/Shares: [QUANTITY] Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants, as of the date of grant set forth above (the “Grant Date”), the number of restricted stock units s |
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| June 30, 2025 |
Amended and Restated Certificate of Incorporation of the Registrant (filed herewith). Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PENGUIN SOLUTIONS, INC. Penguin Solutions, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows: 1. The name of the Corporation is Penguin Solutions, Inc. The Corporation was incorporated by the filing of its original Cer |
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| June 30, 2025 |
The Registrant’s Amended and Restated 2017 Stock Incentive Plan (filed herewith). Exhibit 99.1 Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan Section 1. Purpose. The purpose of this Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan is to promote the interests of Penguin Solutions, Inc., a Delaware corporation (together with its successors and assigns, the “Company”), and its stockholders by (i) attracting and retaining exceptional ex |
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| June 30, 2025 |
Registration No. 333-218605 Registration No. 333-221534 Registration No. 333-223880 Registration No. 333-227449 Registration No. 333-230578 Registration No. 333-234541 Registration No. 333-249619 Registration No. 333-253064 Registration No. 333-257724 Registration No. 333-264150 Registration No. 333-271121 Registration No. 333-271123 Registration No. 333-278587 Registration No. 333-278588 Registra |
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| June 30, 2025 |
Exhibit 99.6 Restricted Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan Date of Grant: [DATE] Name of Participant: [NAME] Number of Units/Shares: [QUANTITY] Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants, as of the date of grant set forth above (the “Grant Date”), the number of restricted stock units set forth a |
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| June 30, 2025 |
The Registrant’s Amended and Restated 2018 Employee Stock Purchase Plan (filed herewith). Exhibit 99.2 PENGUIN SOLUTIONS, INC. AMENDED AND RESTATED 2018 EMPLOYEE STOCK PURCHASE PLAN 1. Purpose of the Plan. The purpose of this Penguin Solutions, Inc. Amended and Restated 2018 Employee Stock Purchase Plan (the “Plan”) is to provide an opportunity for Eligible Employees of the Company and its Designated Companies to purchase Shares at a discount through voluntary Contributions, thereby at |
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| June 30, 2025 |
Amended and Restated Certificate of Incorporation of the Registrant (filed herewith). Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PENGUIN SOLUTIONS, INC. Penguin Solutions, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows: 1. The name of the Corporation is Penguin Solutions, Inc. The Corporation was incorporated by the filing of its original Cer |
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| June 30, 2025 |
Amended and Restated Certificate of Incorporation of the Registrant (filed herewith). Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PENGUIN SOLUTIONS, INC. Penguin Solutions, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows: 1. The name of the Corporation is Penguin Solutions, Inc. The Corporation was incorporated by the filing of its original Cer |
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| June 30, 2025 |
Amended and Restated Certificate of Incorporation of the Registrant (filed herewith). EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PENGUIN SOLUTIONS, INC. Penguin Solutions, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows: 1. The name of the Corporation is Penguin Solutions, Inc. The Corporation was incorporated by the filing of its origi |
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| June 30, 2025 |
Exhibit 99.4 Restricted Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan Date of Grant: [DATE] Name of Participant: [NAME] Number of Units/Shares: [QUANTITY] Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants, as of the date of grant set forth above (the “Grant Date”), the number of restricted stock units s |
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| June 30, 2025 |
Exhibit 99.8 Performance Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan Notice of Grant Date of Grant: [xx/xx/xxxx] Name of Participant: [First Name Last Name] Target Number of Units: [xx,xxx] Performance Period: [•] through [•], subject to Addendum A Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants to the a |
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| June 30, 2025 |
First Supplemental Indenture in respect of the 2029 Notes, dated as of June 30, 2025, Exhibit 4.2 PENGUIN SOLUTIONS, INC. a Cayman Islands exempted company as the Company and PENGUIN SOLUTIONS, INC., a Delaware corporation as Parent Guarantor and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee FIRST SUPPLEMENTAL INDENTURE dated as of June 30, 2025 to the INDENTURE dated as of January 23, 2023 2.000% Convertible Senior Notes due 2029 This FIRST SUPPLEMENTAL INDENTURE (this |
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| June 30, 2025 |
Form of Common Stock Certificate (filed herewith). EX-4.1 Exhibit 4.1 ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS# COMMON STOCK COMMON STOCK PAR VALUE $0.03 PENGUIN® SOLUTIONS Certificate Number ZQ00000000 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE Shares * * 0 0 0 0 0 0 * * * * * * * * * * * * * * * * * * * * * 0 0 0 0 0 0 * * * * * * * * * * * * * * * * * * * * * 0 0 0 0 0 0 * * * * * * * * * * * * * * * * * * * * * 0 0 0 0 0 0 |
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| June 30, 2025 |
EX-99.5 12 d33122dex995.htm EX-99.5 Exhibit 99.5 Cash-Settled Restricted Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan Date of Grant: [DATE] Name of Participant: [NAME] Number of Cash-Settled Units: [QUANTITY] Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants, as of the date of grant set forth above (the “Gr |
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| June 30, 2025 |
Form of Common Stock Certificate (filed herewith). Exhibit 4.1 ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS# COMMON STOCK COMMON STOCK PAR VALUE $0.03 PENGUIN® SOLUTIONS Certificate Number ZQ00000000 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE Shares * * 0 0 0 0 0 0 * * * * * * * * * * * * * * * * * * * * * 0 0 0 0 0 0 * * * * * * * * * * * * * * * * * * * * * 0 0 0 0 0 0 * * * * * * * * * * * * * * * * * * * * * 0 0 0 0 0 0 * * * * |
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| June 30, 2025 |
EX-99.7 14 d33122dex997.htm EX-99.7 Exhibit 99.7 Cash-Settled Restricted Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan Date of Grant: [DATE] Name of Participant: [NAME] Number of Cash-Settled Units: [QUANTITY] Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants, as of the date of grant set forth above (the “Gr |
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| June 30, 2025 |
Form of Common Stock Certificate (filed herewith). Exhibit 4.1 ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS# COMMON STOCK COMMON STOCK PAR VALUE $0.03 PENGUIN® SOLUTIONS Certificate Number ZQ00000000 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE Shares * * 0 0 0 0 0 0 * * * * * * * * * * * * * * * * * * * * * 0 0 0 0 0 0 * * * * * * * * * * * * * * * * * * * * * 0 0 0 0 0 0 * * * * * * * * * * * * * * * * * * * * * 0 0 0 0 0 0 * * * * |
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| June 30, 2025 |
Certificate of Designation of Convertible Preferred Stock (filed herewith). EX-3.3 4 d33122dex33.htm EX-3.3 Exhibit 3.3 CERTIFICATE OF DESIGNATION OF CONVERTIBLE PREFERRED STOCK OF PENGUIN SOLUTIONS, INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware Penguin Solutions, Inc. (the “Company”), a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), DOES HEREBY CERTIFY: That, pursuant |
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| June 30, 2025 |
Exhibit 99.9 Performance Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan Notice of Grant Date of Grant: [xx/xx/xxxx] Name of Participant: [First Name Last Name] Target Number of Units: [xx,xxx] Performance Period: [•] through [•], subject to Addendum A Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants to the above- |
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| June 30, 2025 |
Certificate of Designation of Convertible Preferred Stock (filed herewith). Exhibit 3.3 CERTIFICATE OF DESIGNATION OF CONVERTIBLE PREFERRED STOCK OF PENGUIN SOLUTIONS, INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware Penguin Solutions, Inc. (the “Company”), a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), DOES HEREBY CERTIFY: That, pursuant to the authority conferred by t |
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| June 30, 2025 |
Exhibit 99.7 Cash-Settled Restricted Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan Date of Grant: [DATE] Name of Participant: [NAME] Number of Cash-Settled Units: [QUANTITY] Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants, as of the date of grant set forth above (the “Grant Date”), the number of restricted |
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| June 30, 2025 |
Exhibit 99.7 Cash-Settled Restricted Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan Date of Grant: [DATE] Name of Participant: [NAME] Number of Cash-Settled Units: [QUANTITY] Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants, as of the date of grant set forth above (the “Grant Date”), the number of restricted |
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| June 30, 2025 |
Exhibit 99.6 Restricted Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan Date of Grant: [DATE] Name of Participant: [NAME] Number of Units/Shares: [QUANTITY] Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants, as of the date of grant set forth above (the “Grant Date”), the number of restricted stock units set forth a |
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| June 30, 2025 |
EX-99.8 Exhibit 99.8 Performance Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan Notice of Grant Date of Grant: [xx/xx/xxxx] Name of Participant: [First Name Last Name] Target Number of Units: [xx,xxx] Performance Period: [•] through [•], subject to Addendum A Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants |
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| June 30, 2025 |
Certificate of Designation of Convertible Preferred Stock (filed herewith). Exhibit 3.3 CERTIFICATE OF DESIGNATION OF CONVERTIBLE PREFERRED STOCK OF PENGUIN SOLUTIONS, INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware Penguin Solutions, Inc. (the “Company”), a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), DOES HEREBY CERTIFY: That, pursuant to the authority conferred by t |
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| June 30, 2025 |
Amended and Restated Bylaws of the Registrant (filed herewith). Exhibit 3.2 Amended and Restated Bylaws of Penguin Solutions, Inc. (a Delaware corporation) as of June 30, 2025 Table of Contents Page Article I - Corporate Offices 3 1.1 Registered Office 3 1.2 Other Offices 3 Article II - Meetings of Stockholders 3 2.1 Place of Meetings 3 2.2 Annual Meeting 3 2.3 Special Meeting 3 2.4 Notice of Business to be Brought before an Annual Meeting 4 2.5 Notice of Nomi |
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| June 30, 2025 |
The Registrant’s Amended and Restated 2018 Employee Stock Purchase Plan Exhibit 10.4 PENGUIN SOLUTIONS, INC. AMENDED AND RESTATED 2018 EMPLOYEE STOCK PURCHASE PLAN 1. Purpose of the Plan. The purpose of this Penguin Solutions, Inc. Amended and Restated 2018 Employee Stock Purchase Plan (the “Plan”) is to provide an opportunity for Eligible Employees of the Company and its Designated Companies to purchase Shares at a discount through voluntary Contributions, thereby at |
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| June 30, 2025 |
Exhibit 99.7 Cash-Settled Restricted Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan Date of Grant: [DATE] Name of Participant: [NAME] Number of Cash-Settled Units: [QUANTITY] Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants, as of the date of grant set forth above (the “Grant Date”), the number of restricted |
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| June 30, 2025 |
Form of Common Stock Certificate (filed herewith). Exhibit 4.1 ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS# COMMON STOCK COMMON STOCK PAR VALUE $0.03 PENGUIN® SOLUTIONS Certificate Number ZQ00000000 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE Shares * * 0 0 0 0 0 0 * * * * * * * * * * * * * * * * * * * * * 0 0 0 0 0 0 * * * * * * * * * * * * * * * * * * * * * 0 0 0 0 0 0 * * * * * * * * * * * * * * * * * * * * * 0 0 0 0 0 0 * * * * |
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| June 30, 2025 |
Exhibit 99.7 Cash-Settled Restricted Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan Date of Grant: [DATE] Name of Participant: [NAME] Number of Cash-Settled Units: [QUANTITY] Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants, as of the date of grant set forth above (the “Grant Date”), the number of restricted |
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| June 30, 2025 |
Form of Common Stock Certificate (filed herewith). Exhibit 4.1 ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS# COMMON STOCK COMMON STOCK PAR VALUE $0.03 PENGUIN® SOLUTIONS Certificate Number ZQ00000000 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE Shares * * 0 0 0 0 0 0 * * * * * * * * * * * * * * * * * * * * * 0 0 0 0 0 0 * * * * * * * * * * * * * * * * * * * * * 0 0 0 0 0 0 * * * * * * * * * * * * * * * * * * * * * 0 0 0 0 0 0 * * * * |
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| June 30, 2025 |
Exhibit 99.7 Cash-Settled Restricted Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan Date of Grant: [DATE] Name of Participant: [NAME] Number of Cash-Settled Units: [QUANTITY] Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants, as of the date of grant set forth above (the “Grant Date”), the number of restricted |
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| June 30, 2025 |
The Registrant’s Amended and Restated 2017 Stock Incentive Plan (filed herewith). Exhibit 99.1 Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan Section 1. Purpose. The purpose of this Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan is to promote the interests of Penguin Solutions, Inc., a Delaware corporation (together with its successors and assigns, the “Company”), and its stockholders by (i) attracting and retaining exceptional ex |
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| June 30, 2025 |
The Registrant’s Amended and Restated 2018 Employee Stock Purchase Plan (filed herewith). Exhibit 99.2 PENGUIN SOLUTIONS, INC. AMENDED AND RESTATED 2018 EMPLOYEE STOCK PURCHASE PLAN 1. Purpose of the Plan. The purpose of this Penguin Solutions, Inc. Amended and Restated 2018 Employee Stock Purchase Plan (the “Plan”) is to provide an opportunity for Eligible Employees of the Company and its Designated Companies to purchase Shares at a discount through voluntary Contributions, thereby at |
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| June 30, 2025 |
The Registrant’s Amended and Restated 2018 Employee Stock Purchase Plan (filed herewith). Exhibit 99.2 PENGUIN SOLUTIONS, INC. AMENDED AND RESTATED 2018 EMPLOYEE STOCK PURCHASE PLAN 1. Purpose of the Plan. The purpose of this Penguin Solutions, Inc. Amended and Restated 2018 Employee Stock Purchase Plan (the “Plan”) is to provide an opportunity for Eligible Employees of the Company and its Designated Companies to purchase Shares at a discount through voluntary Contributions, thereby at |
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| June 30, 2025 |
Form of Indemnification and Advancement Agreement (filed herewith). Exhibit 10.1 FORM OF INDEMNIFICATION AND ADVANCEMENT AGREEMENT This Indemnification and Advancement Agreement (“Agreement”) is made as of June 30, 2025 by and between Penguin Solutions, Inc., a Delaware corporation (the “Company”), and , (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement |
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| June 30, 2025 |
The Registrant’s Amended and Restated 2017 Stock Incentive EX-10.3 Exhibit 10.3 Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan Section 1. Purpose. The purpose of this Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan is to promote the interests of Penguin Solutions, Inc., a Delaware corporation (together with its successors and assigns, the “Company”), and its stockholders by (i) attracting and retaining except |
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| June 30, 2025 |
Amended and Restated Certificate of Incorporation of the Registrant (filed herewith). Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PENGUIN SOLUTIONS, INC. Penguin Solutions, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows: 1. The name of the Corporation is Penguin Solutions, Inc. The Corporation was incorporated by the filing of its original Cer |
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| June 30, 2025 |
Certificate of Designation of Convertible Preferred Stock (filed herewith). Exhibit 3.3 CERTIFICATE OF DESIGNATION OF CONVERTIBLE PREFERRED STOCK OF PENGUIN SOLUTIONS, INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware Penguin Solutions, Inc. (the “Company”), a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), DOES HEREBY CERTIFY: That, pursuant to the authority conferred by t |
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| June 30, 2025 |
The Registrant’s Amended and Restated 2017 Stock Incentive Plan (filed herewith). Exhibit 99.1 Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan Section 1. Purpose. The purpose of this Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan is to promote the interests of Penguin Solutions, Inc., a Delaware corporation (together with its successors and assigns, the “Company”), and its stockholders by (i) attracting and retaining exceptional ex |
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| June 30, 2025 |
Amended and Restated Bylaws of the Registrant (filed herewith). Exhibit 3.2 Amended and Restated Bylaws of Penguin Solutions, Inc. (a Delaware corporation) as of June 30, 2025 Table of Contents Page Article I - Corporate Offices 3 1.1 Registered Office 3 1.2 Other Offices 3 Article II - Meetings of Stockholders 3 2.1 Place of Meetings 3 2.2 Annual Meeting 3 2.3 Special Meeting 3 2.4 Notice of Business to be Brought before an Annual Meeting 4 2.5 Notice of Nomi |
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| June 30, 2025 |
The Registrant’s Amended and Restated 2021 Inducement Plan (filed herewith). Exhibit 99.3 Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan (effective February 15, 2021) Section 1. Purpose. The purpose of the Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan is to promote the interests of Penguin Solutions, Inc., a Delaware corporation (together with its successors and assigns, the “Company”) and its stockholders by (i) providing an induceme |
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| June 30, 2025 |
Exhibit 99.7 Cash-Settled Restricted Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan Date of Grant: [DATE] Name of Participant: [NAME] Number of Cash-Settled Units: [QUANTITY] Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants, as of the date of grant set forth above (the “Grant Date”), the number of restricted |
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| June 30, 2025 |
Certificate of Designation of Convertible Preferred Stock (filed herewith). Exhibit 3.3 CERTIFICATE OF DESIGNATION OF CONVERTIBLE PREFERRED STOCK OF PENGUIN SOLUTIONS, INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware Penguin Solutions, Inc. (the “Company”), a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), DOES HEREBY CERTIFY: That, pursuant to the authority conferred by t |
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| June 30, 2025 |
Certificate of Designation of Convertible Preferred Stock (filed herewith). Exhibit 3.3 CERTIFICATE OF DESIGNATION OF CONVERTIBLE PREFERRED STOCK OF PENGUIN SOLUTIONS, INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware Penguin Solutions, Inc. (the “Company”), a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), DOES HEREBY CERTIFY: That, pursuant to the authority conferred by t |
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| June 30, 2025 |
Exhibit 99.4 Restricted Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan Date of Grant: [DATE] Name of Participant: [NAME] Number of Units/Shares: [QUANTITY] Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants, as of the date of grant set forth above (the “Grant Date”), the number of restricted stock units s |
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| June 30, 2025 |
The Registrant’s Amended and Restated 2021 Inducement Plan (filed herewith). Exhibit 99.3 Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan (effective February 15, 2021) Section 1. Purpose. The purpose of the Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan is to promote the interests of Penguin Solutions, Inc., a Delaware corporation (together with its successors and assigns, the “Company”) and its stockholders by (i) providing an induceme |
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| June 30, 2025 |
Amended and Restated Bylaws of the Registrant (filed herewith). Exhibit 3.2 Amended and Restated Bylaws of Penguin Solutions, Inc. (a Delaware corporation) as of June 30, 2025 Table of Contents Page Article I - Corporate Offices 3 1.1 Registered Office 3 1.2 Other Offices 3 Article II - Meetings of Stockholders 3 2.1 Place of Meetings 3 2.2 Annual Meeting 3 2.3 Special Meeting 3 2.4 Notice of Business to be Brought before an Annual Meeting 4 2.5 Notice of Nomi |
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| June 30, 2025 |
Amended and Restated Certificate of Incorporation of the Registrant (filed herewith). Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PENGUIN SOLUTIONS, INC. Penguin Solutions, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows: 1. The name of the Corporation is Penguin Solutions, Inc. The Corporation was incorporated by the filing of its original Cer |
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| June 30, 2025 |
The Registrant’s Amended and Restated 2017 Stock Incentive Plan (filed herewith). Exhibit 99.1 Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan Section 1. Purpose. The purpose of this Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan is to promote the interests of Penguin Solutions, Inc., a Delaware corporation (together with its successors and assigns, the “Company”), and its stockholders by (i) attracting and retaining exceptional ex |
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| June 30, 2025 |
Exhibit 99.4 Restricted Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan Date of Grant: [DATE] Name of Participant: [NAME] Number of Units/Shares: [QUANTITY] Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants, as of the date of grant set forth above (the “Grant Date”), the number of restricted stock units s |
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| June 30, 2025 |
Exhibit 99.8 Performance Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan Notice of Grant Date of Grant: [xx/xx/xxxx] Name of Participant: [First Name Last Name] Target Number of Units: [xx,xxx] Performance Period: [•] through [•], subject to Addendum A Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants to the a |
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| June 30, 2025 |
Exhibit 99.7 Cash-Settled Restricted Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan Date of Grant: [DATE] Name of Participant: [NAME] Number of Cash-Settled Units: [QUANTITY] Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants, as of the date of grant set forth above (the “Grant Date”), the number of restricted |
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| June 30, 2025 |
Exhibit 99.8 Performance Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan Notice of Grant Date of Grant: [xx/xx/xxxx] Name of Participant: [First Name Last Name] Target Number of Units: [xx,xxx] Performance Period: [•] through [•], subject to Addendum A Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants to the a |
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| June 30, 2025 |
Exhibit 99.7 Cash-Settled Restricted Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan Date of Grant: [DATE] Name of Participant: [NAME] Number of Cash-Settled Units: [QUANTITY] Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants, as of the date of grant set forth above (the “Grant Date”), the number of restricted |
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| June 30, 2025 |
Amended and Restated Certificate of Incorporation of the Registrant (filed herewith). EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PENGUIN SOLUTIONS, INC. Penguin Solutions, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows: 1. The name of the Corporation is Penguin Solutions, Inc. The Corporation was incorporated by the filing of its origi |
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| June 30, 2025 |
EX-4.3 Exhibit 4.3 PENGUIN SOLUTIONS, INC. a Cayman Islands exempted company as the Company and PENGUIN SOLUTIONS, INC., a Delaware corporation as Parent Guarantor and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee FIRST SUPPLEMENTAL INDENTURE dated as of June 30, 2025 to the INDENTURE dated as of August 6, 2024 2.00% Convertible Senior Notes due 2030 This FIRST SUPPLEMENTAL INDENTURE (t |
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| June 30, 2025 |
Exhibit 99.8 Performance Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan Notice of Grant Date of Grant: [xx/xx/xxxx] Name of Participant: [First Name Last Name] Target Number of Units: [xx,xxx] Performance Period: [•] through [•], subject to Addendum A Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants to the a |
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| June 30, 2025 |
Exhibit 99.5 Cash-Settled Restricted Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan Date of Grant: [DATE] Name of Participant: [NAME] Number of Cash-Settled Units: [QUANTITY] Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants, as of the date of grant set forth above (the “Grant Date”), the number of restricted |
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| June 30, 2025 |
Exhibit 99.6 Restricted Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan Date of Grant: [DATE] Name of Participant: [NAME] Number of Units/Shares: [QUANTITY] Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants, as of the date of grant set forth above (the “Grant Date”), the number of restricted stock units set forth a |
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| June 30, 2025 |
Form of Common Stock Certificate (filed herewith). Exhibit 4.1 ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS# COMMON STOCK COMMON STOCK PAR VALUE $0.03 PENGUIN® SOLUTIONS Certificate Number ZQ00000000 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE Shares * * 0 0 0 0 0 0 * * * * * * * * * * * * * * * * * * * * * 0 0 0 0 0 0 * * * * * * * * * * * * * * * * * * * * * 0 0 0 0 0 0 * * * * * * * * * * * * * * * * * * * * * 0 0 0 0 0 0 * * * * |
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| June 30, 2025 |
Exhibit 99.9 Performance Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan Notice of Grant Date of Grant: [xx/xx/xxxx] Name of Participant: [First Name Last Name] Target Number of Units: [xx,xxx] Performance Period: [•] through [•], subject to Addendum A Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants to the above- |
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| June 30, 2025 |
Exhibit 99.8 Performance Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan Notice of Grant Date of Grant: [xx/xx/xxxx] Name of Participant: [First Name Last Name] Target Number of Units: [xx,xxx] Performance Period: [•] through [•], subject to Addendum A Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants to the a |
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| June 30, 2025 |
Exhibit 99.6 Restricted Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan Date of Grant: [DATE] Name of Participant: [NAME] Number of Units/Shares: [QUANTITY] Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants, as of the date of grant set forth above (the “Grant Date”), the number of restricted stock units set forth a |
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| June 30, 2025 |
Exhibit 99.4 Restricted Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan Date of Grant: [DATE] Name of Participant: [NAME] Number of Units/Shares: [QUANTITY] Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants, as of the date of grant set forth above (the “Grant Date”), the number of restricted stock units s |
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| June 30, 2025 |
The Registrant’s Amended and Restated 2017 Stock Incentive Plan (filed herewith). Exhibit 99.1 Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan Section 1. Purpose. The purpose of this Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan is to promote the interests of Penguin Solutions, Inc., a Delaware corporation (together with its successors and assigns, the “Company”), and its stockholders by (i) attracting and retaining exceptional ex |
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| June 30, 2025 |
The Registrant’s Amended and Restated 2017 Stock Incentive Plan (filed herewith). Exhibit 99.1 Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan Section 1. Purpose. The purpose of this Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan is to promote the interests of Penguin Solutions, Inc., a Delaware corporation (together with its successors and assigns, the “Company”), and its stockholders by (i) attracting and retaining exceptional ex |
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| June 30, 2025 |
Form of Common Stock Certificate (filed herewith). Exhibit 4.1 ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS# COMMON STOCK COMMON STOCK PAR VALUE $0.03 PENGUIN® SOLUTIONS Certificate Number ZQ00000000 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE Shares * * 0 0 0 0 0 0 * * * * * * * * * * * * * * * * * * * * * 0 0 0 0 0 0 * * * * * * * * * * * * * * * * * * * * * 0 0 0 0 0 0 * * * * * * * * * * * * * * * * * * * * * 0 0 0 0 0 0 * * * * |
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| June 30, 2025 |
Exhibit 99.8 Performance Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan Notice of Grant Date of Grant: [xx/xx/xxxx] Name of Participant: [First Name Last Name] Target Number of Units: [xx,xxx] Performance Period: [•] through [•], subject to Addendum A Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants to the a |
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| June 30, 2025 |
Exhibit 99.7 Cash-Settled Restricted Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan Date of Grant: [DATE] Name of Participant: [NAME] Number of Cash-Settled Units: [QUANTITY] Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants, as of the date of grant set forth above (the “Grant Date”), the number of restricted |
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| June 30, 2025 |
Amended and Restated Bylaws of the Registrant (filed herewith). Exhibit 3.2 Amended and Restated Bylaws of Penguin Solutions, Inc. (a Delaware corporation) as of June 30, 2025 Table of Contents Page Article I - Corporate Offices 3 1.1 Registered Office 3 1.2 Other Offices 3 Article II - Meetings of Stockholders 3 2.1 Place of Meetings 3 2.2 Annual Meeting 3 2.3 Special Meeting 3 2.4 Notice of Business to be Brought before an Annual Meeting 4 2.5 Notice of Nomi |
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| June 30, 2025 |
Exhibit 99.4 Restricted Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan Date of Grant: [DATE] Name of Participant: [NAME] Number of Units/Shares: [QUANTITY] Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants, as of the date of grant set forth above (the “Grant Date”), the number of restricted stock units s |
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| June 30, 2025 |
Exhibit 99.4 Restricted Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan Date of Grant: [DATE] Name of Participant: [NAME] Number of Units/Shares: [QUANTITY] Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants, as of the date of grant set forth above (the “Grant Date”), the number of restricted stock units s |
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| June 30, 2025 |
The Registrant’s Amended and Restated 2021 Inducement Plan (filed herewith). Exhibit 99.3 Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan (effective February 15, 2021) Section 1. Purpose. The purpose of the Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan is to promote the interests of Penguin Solutions, Inc., a Delaware corporation (together with its successors and assigns, the “Company”) and its stockholders by (i) providing an induceme |
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| June 30, 2025 |
The Registrant’s Amended and Restated 2021 Inducement Plan (filed herewith). Exhibit 99.3 Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan (effective February 15, 2021) Section 1. Purpose. The purpose of the Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan is to promote the interests of Penguin Solutions, Inc., a Delaware corporation (together with its successors and assigns, the “Company”) and its stockholders by (i) providing an induceme |
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| June 30, 2025 |
15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-38102 Penguin Solutions, Inc. (Exact name of registrant as specif |
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| June 30, 2025 |
Form of Common Stock Certificate (filed herewith). Exhibit 4.1 ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS# COMMON STOCK COMMON STOCK PAR VALUE $0.03 PENGUIN® SOLUTIONS Certificate Number ZQ00000000 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE Shares * * 0 0 0 0 0 0 * * * * * * * * * * * * * * * * * * * * * 0 0 0 0 0 0 * * * * * * * * * * * * * * * * * * * * * 0 0 0 0 0 0 * * * * * * * * * * * * * * * * * * * * * 0 0 0 0 0 0 * * * * |
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| June 30, 2025 |
Exhibit 99.8 Performance Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan Notice of Grant Date of Grant: [xx/xx/xxxx] Name of Participant: [First Name Last Name] Target Number of Units: [xx,xxx] Performance Period: [•] through [•], subject to Addendum A Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants to the a |
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| June 30, 2025 |
Exhibit 99.6 Restricted Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan Date of Grant: [DATE] Name of Participant: [NAME] Number of Units/Shares: [QUANTITY] Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants, as of the date of grant set forth above (the “Grant Date”), the number of restricted stock units set forth a |
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| June 30, 2025 |
Exhibit 99.6 Restricted Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan Date of Grant: [DATE] Name of Participant: [NAME] Number of Units/Shares: [QUANTITY] Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants, as of the date of grant set forth above (the “Grant Date”), the number of restricted stock units set forth a |
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| June 30, 2025 |
Registration No. 333-218605 Registration No. 333-221534 Registration No. 333-223880 Registration No. 333-227449 Registration No. 333-230578 Registration No. 333-234541 Registration No. 333-249619 Registration No. 333-253064 Registration No. 333-257724 Registration No. 333-264150 Registration No. 333-271121 Registration No. 333-271123 Registration No. 333-278587 Registration No. 333-278588 Registra |
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| June 30, 2025 |
Registration No. 333-218605 Registration No. 333-221534 Registration No. 333-223880 Registration No. 333-227449 Registration No. 333-230578 Registration No. 333-234541 Registration No. 333-249619 Registration No. 333-253064 Registration No. 333-257724 Registration No. 333-264150 Registration No. 333-271121 Registration No. 333-271123 Registration No. 333-278587 Registration No. 333-278588 Registra |
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| June 30, 2025 |
Registration No. 333-218605 Registration No. 333-221534 Registration No. 333-223880 Registration No. 333-227449 Registration No. 333-230578 Registration No. 333-234541 Registration No. 333-249619 Registration No. 333-253064 Registration No. 333-257724 Registration No. 333-264150 Registration No. 333-271121 Registration No. 333-271123 Registration No. 333-278587 Registration No. 333-278588 Registra |
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| June 30, 2025 |
Form of Common Stock Certificate (filed herewith). Exhibit 4.1 ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS# COMMON STOCK COMMON STOCK PAR VALUE $0.03 PENGUIN® SOLUTIONS Certificate Number ZQ00000000 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE Shares * * 0 0 0 0 0 0 * * * * * * * * * * * * * * * * * * * * * 0 0 0 0 0 0 * * * * * * * * * * * * * * * * * * * * * 0 0 0 0 0 0 * * * * * * * * * * * * * * * * * * * * * 0 0 0 0 0 0 * * * * |
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| June 30, 2025 |
Exhibit 99.8 Performance Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan Notice of Grant Date of Grant: [xx/xx/xxxx] Name of Participant: [First Name Last Name] Target Number of Units: [xx,xxx] Performance Period: [•] through [•], subject to Addendum A Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants to the a |
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| June 30, 2025 |
EX-99.8 15 d33122dex998.htm EX-99.8 Exhibit 99.8 Performance Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan Notice of Grant Date of Grant: [xx/xx/xxxx] Name of Participant: [First Name Last Name] Target Number of Units: [xx,xxx] Performance Period: [•] through [•], subject to Addendum A Penguin Solutions, Inc., a Delaware corporation (th |
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| June 30, 2025 |
Exhibit 99.6 Restricted Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan Date of Grant: [DATE] Name of Participant: [NAME] Number of Units/Shares: [QUANTITY] Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants, as of the date of grant set forth above (the “Grant Date”), the number of restricted stock units set forth a |
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| June 30, 2025 |
Amended and Restated Bylaws of the Registrant (filed herewith). Exhibit 3.2 Amended and Restated Bylaws of Penguin Solutions, Inc. (a Delaware corporation) as of June 30, 2025 Table of Contents Page Article I - Corporate Offices 3 1.1 Registered Office 3 1.2 Other Offices 3 Article II - Meetings of Stockholders 3 2.1 Place of Meetings 3 2.2 Annual Meeting 3 2.3 Special Meeting 3 2.4 Notice of Business to be Brought before an Annual Meeting 4 2.5 Notice of Nomi |
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| June 30, 2025 |
Amended and Restated Certificate of Incorporation of the Registrant (filed herewith). Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PENGUIN SOLUTIONS, INC. Penguin Solutions, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows: 1. The name of the Corporation is Penguin Solutions, Inc. The Corporation was incorporated by the filing of its original Cer |
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| June 30, 2025 |
Certificate of Designation of Convertible Preferred Stock (filed herewith). Exhibit 3.3 CERTIFICATE OF DESIGNATION OF CONVERTIBLE PREFERRED STOCK OF PENGUIN SOLUTIONS, INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware Penguin Solutions, Inc. (the “Company”), a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), DOES HEREBY CERTIFY: That, pursuant to the authority conferred by t |
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| June 30, 2025 |
Certificate of Designation of Convertible Preferred Stock (filed herewith). Exhibit 3.3 CERTIFICATE OF DESIGNATION OF CONVERTIBLE PREFERRED STOCK OF PENGUIN SOLUTIONS, INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware Penguin Solutions, Inc. (the “Company”), a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), DOES HEREBY CERTIFY: That, pursuant to the authority conferred by t |
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| June 30, 2025 |
Exhibit 99.5 Cash-Settled Restricted Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan Date of Grant: [DATE] Name of Participant: [NAME] Number of Cash-Settled Units: [QUANTITY] Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants, as of the date of grant set forth above (the “Grant Date”), the number of restricted |
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| June 30, 2025 |
Exhibit 99.5 Cash-Settled Restricted Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan Date of Grant: [DATE] Name of Participant: [NAME] Number of Cash-Settled Units: [QUANTITY] Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants, as of the date of grant set forth above (the “Grant Date”), the number of restricted |
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| June 30, 2025 |
The Registrant’s Amended and Restated 2021 Inducement Plan (filed herewith). Exhibit 99.3 Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan (effective February 15, 2021) Section 1. Purpose. The purpose of the Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan is to promote the interests of Penguin Solutions, Inc., a Delaware corporation (together with its successors and assigns, the “Company”) and its stockholders by (i) providing an induceme |
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| June 30, 2025 |
Amended and Restated Bylaws of the Registrant (filed herewith). Exhibit 3.2 Amended and Restated Bylaws of Penguin Solutions, Inc. (a Delaware corporation) as of June 30, 2025 Table of Contents Page Article I - Corporate Offices 3 1.1 Registered Office 3 1.2 Other Offices 3 Article II - Meetings of Stockholders 3 2.1 Place of Meetings 3 2.2 Annual Meeting 3 2.3 Special Meeting 3 2.4 Notice of Business to be Brought before an Annual Meeting 4 2.5 Notice of Nomi |
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| June 30, 2025 |
The Registrant’s Amended and Restated 2021 Inducement Plan (filed herewith). Exhibit 99.3 Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan (effective February 15, 2021) Section 1. Purpose. The purpose of the Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan is to promote the interests of Penguin Solutions, Inc., a Delaware corporation (together with its successors and assigns, the “Company”) and its stockholders by (i) providing an induceme |
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| June 30, 2025 |
Exhibit 99.5 Cash-Settled Restricted Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan Date of Grant: [DATE] Name of Participant: [NAME] Number of Cash-Settled Units: [QUANTITY] Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants, as of the date of grant set forth above (the “Grant Date”), the number of restricted |
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| June 30, 2025 |
The Registrant’s Amended and Restated 2018 Employee Stock Purchase Plan (filed herewith). Exhibit 99.2 PENGUIN SOLUTIONS, INC. AMENDED AND RESTATED 2018 EMPLOYEE STOCK PURCHASE PLAN 1. Purpose of the Plan. The purpose of this Penguin Solutions, Inc. Amended and Restated 2018 Employee Stock Purchase Plan (the “Plan”) is to provide an opportunity for Eligible Employees of the Company and its Designated Companies to purchase Shares at a discount through voluntary Contributions, thereby at |
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| June 30, 2025 |
S-8 POS 1 d33122ds8pos.htm S-8 POS Registration No. 333-218605 Registration No. 333-221534 Registration No. 333-223880 Registration No. 333-227449 Registration No. 333-230578 Registration No. 333-234541 Registration No. 333-249619 Registration No. 333-253064 Registration No. 333-257724 Registration No. 333-264150 Registration No. 333-271121 Registration No. 333-271123 Registration No. 333-278587 R |
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| June 30, 2025 |
Certificate of Designation of Convertible Preferred Stock (filed herewith). Exhibit 3.3 CERTIFICATE OF DESIGNATION OF CONVERTIBLE PREFERRED STOCK OF PENGUIN SOLUTIONS, INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware Penguin Solutions, Inc. (the “Company”), a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), DOES HEREBY CERTIFY: That, pursuant to the authority conferred by t |
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| June 30, 2025 |
Form of Common Stock Certificate (filed herewith). EX-4.1 5 d33122dex41.htm EX-4.1 Exhibit 4.1 ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS# COMMON STOCK COMMON STOCK PAR VALUE $0.03 PENGUIN® SOLUTIONS Certificate Number ZQ00000000 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE Shares * * 0 0 0 0 0 0 * * * * * * * * * * * * * * * * * * * * * 0 0 0 0 0 0 * * * * * * * * * * * * * * * * * * * * * 0 0 0 0 0 0 * * * * * * * * * * * * * * * |
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| June 30, 2025 |
The Registrant’s Amended and Restated 2018 Employee Stock Purchase Plan (filed herewith). Exhibit 99.2 PENGUIN SOLUTIONS, INC. AMENDED AND RESTATED 2018 EMPLOYEE STOCK PURCHASE PLAN 1. Purpose of the Plan. The purpose of this Penguin Solutions, Inc. Amended and Restated 2018 Employee Stock Purchase Plan (the “Plan”) is to provide an opportunity for Eligible Employees of the Company and its Designated Companies to purchase Shares at a discount through voluntary Contributions, thereby at |
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| June 30, 2025 |
The Registrant’s Amended and Restated 2021 Inducement Plan (filed herewith). Exhibit 99.3 Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan (effective February 15, 2021) Section 1. Purpose. The purpose of the Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan is to promote the interests of Penguin Solutions, Inc., a Delaware corporation (together with its successors and assigns, the “Company”) and its stockholders by (i) providing an induceme |
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| June 30, 2025 |
Exhibit 99.6 Restricted Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan Date of Grant: [DATE] Name of Participant: [NAME] Number of Units/Shares: [QUANTITY] Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants, as of the date of grant set forth above (the “Grant Date”), the number of restricted stock units set forth a |
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| June 30, 2025 |
Exhibit 99.9 Performance Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan Notice of Grant Date of Grant: [xx/xx/xxxx] Name of Participant: [First Name Last Name] Target Number of Units: [xx,xxx] Performance Period: [•] through [•], subject to Addendum A Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants to the above- |
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| June 30, 2025 |
Exhibit 99.9 Performance Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan Notice of Grant Date of Grant: [xx/xx/xxxx] Name of Participant: [First Name Last Name] Target Number of Units: [xx,xxx] Performance Period: [•] through [•], subject to Addendum A Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants to the above- |
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| June 30, 2025 |
EX-99.6 Exhibit 99.6 Restricted Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan Date of Grant: [DATE] Name of Participant: [NAME] Number of Units/Shares: [QUANTITY] Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants, as of the date of grant set forth above (the “Grant Date”), the number of restricted stock units set |
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| June 30, 2025 |
The Registrant’s Amended and Restated 2018 Employee Stock Purchase Plan (filed herewith). Exhibit 99.2 PENGUIN SOLUTIONS, INC. AMENDED AND RESTATED 2018 EMPLOYEE STOCK PURCHASE PLAN 1. Purpose of the Plan. The purpose of this Penguin Solutions, Inc. Amended and Restated 2018 Employee Stock Purchase Plan (the “Plan”) is to provide an opportunity for Eligible Employees of the Company and its Designated Companies to purchase Shares at a discount through voluntary Contributions, thereby at |
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| June 30, 2025 |
The Registrant’s Amended and Restated 2017 Stock Incentive Plan (filed herewith). Exhibit 99.1 Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan Section 1. Purpose. The purpose of this Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan is to promote the interests of Penguin Solutions, Inc., a Delaware corporation (together with its successors and assigns, the “Company”), and its stockholders by (i) attracting and retaining exceptional ex |
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| June 30, 2025 |
The Registrant’s Amended and Restated 2017 Stock Incentive Plan (filed herewith). Exhibit 99.1 Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan Section 1. Purpose. The purpose of this Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan is to promote the interests of Penguin Solutions, Inc., a Delaware corporation (together with its successors and assigns, the “Company”), and its stockholders by (i) attracting and retaining exceptional ex |
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| June 30, 2025 |
Amended and Restated Bylaws of the Registrant (filed herewith). Exhibit 3.2 Amended and Restated Bylaws of Penguin Solutions, Inc. (a Delaware corporation) as of June 30, 2025 Table of Contents Page Article I - Corporate Offices 3 1.1 Registered Office 3 1.2 Other Offices 3 Article II - Meetings of Stockholders 3 2.1 Place of Meetings 3 2.2 Annual Meeting 3 2.3 Special Meeting 3 2.4 Notice of Business to be Brought before an Annual Meeting 4 2.5 Notice of Nomi |
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| June 30, 2025 |
Certificate of Designation of Convertible Preferred Stock, effective as of June 27, 2025 Exhibit 3.2 CERTIFICATE OF DESIGNATION OF CONVERTIBLE PREFERRED STOCK OF PENGUIN SOLUTIONS, INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware Penguin Solutions, Inc. (the “Company”), a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), DOES HEREBY CERTIFY: That, pursuant to the authority conferred by t |
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| June 30, 2025 |
Amended and Restated Bylaws of the Registrant (filed herewith). Exhibit 3.2 Amended and Restated Bylaws of Penguin Solutions, Inc. (a Delaware corporation) as of June 30, 2025 Table of Contents Page Article I - Corporate Offices 3 1.1 Registered Office 3 1.2 Other Offices 3 Article II - Meetings of Stockholders 3 2.1 Place of Meetings 3 2.2 Annual Meeting 3 2.3 Special Meeting 3 2.4 Notice of Business to be Brought before an Annual Meeting 4 2.5 Notice of Nomi |
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| June 30, 2025 |
Exhibit 99.9 Performance Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan Notice of Grant Date of Grant: [xx/xx/xxxx] Name of Participant: [First Name Last Name] Target Number of Units: [xx,xxx] Performance Period: [•] through [•], subject to Addendum A Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants to the above- |
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| June 30, 2025 |
Exhibit 99.6 Restricted Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan Date of Grant: [DATE] Name of Participant: [NAME] Number of Units/Shares: [QUANTITY] Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants, as of the date of grant set forth above (the “Grant Date”), the number of restricted stock units set forth a |
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| June 30, 2025 |
Registration No. 333-218605 Registration No. 333-221534 Registration No. 333-223880 Registration No. 333-227449 Registration No. 333-230578 Registration No. 333-234541 Registration No. 333-249619 Registration No. 333-253064 Registration No. 333-257724 Registration No. 333-264150 Registration No. 333-271121 Registration No. 333-271123 Registration No. 333-278587 Registration No. 333-278588 Registra |
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| June 30, 2025 |
Registration No. 333-218605 Registration No. 333-221534 Registration No. 333-223880 Registration No. 333-227449 Registration No. 333-230578 Registration No. 333-234541 Registration No. 333-249619 Registration No. 333-253064 Registration No. 333-257724 Registration No. 333-264150 Registration No. 333-271121 Registration No. 333-271123 Registration No. 333-278587 Registration No. 333-278588 Registra |
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| June 30, 2025 |
Registration No. 333-218605 Registration No. 333-221534 Registration No. 333-223880 Registration No. 333-227449 Registration No. 333-230578 Registration No. 333-234541 Registration No. 333-249619 Registration No. 333-253064 Registration No. 333-257724 Registration No. 333-264150 Registration No. 333-271121 Registration No. 333-271123 Registration No. 333-278587 Registration No. 333-278588 Registra |
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| June 30, 2025 |
Form of Common Stock Certificate (filed herewith). Exhibit 4.1 ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS# COMMON STOCK COMMON STOCK PAR VALUE $0.03 PENGUIN® SOLUTIONS Certificate Number ZQ00000000 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE Shares * * 0 0 0 0 0 0 * * * * * * * * * * * * * * * * * * * * * 0 0 0 0 0 0 * * * * * * * * * * * * * * * * * * * * * 0 0 0 0 0 0 * * * * * * * * * * * * * * * * * * * * * 0 0 0 0 0 0 * * * * |
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| June 30, 2025 |
The Registrant’s Amended and Restated 2018 Employee Stock Purchase Plan (filed herewith). Exhibit 99.2 PENGUIN SOLUTIONS, INC. AMENDED AND RESTATED 2018 EMPLOYEE STOCK PURCHASE PLAN 1. Purpose of the Plan. The purpose of this Penguin Solutions, Inc. Amended and Restated 2018 Employee Stock Purchase Plan (the “Plan”) is to provide an opportunity for Eligible Employees of the Company and its Designated Companies to purchase Shares at a discount through voluntary Contributions, thereby at |
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| June 30, 2025 |
The Registrant’s Amended and Restated 2017 Stock Incentive Plan (filed herewith). Exhibit 99.1 Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan Section 1. Purpose. The purpose of this Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan is to promote the interests of Penguin Solutions, Inc., a Delaware corporation (together with its successors and assigns, the “Company”), and its stockholders by (i) attracting and retaining exceptional ex |
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| June 30, 2025 |
The Registrant’s Amended and Restated 2021 Inducement Plan (filed herewith). Exhibit 99.3 Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan (effective February 15, 2021) Section 1. Purpose. The purpose of the Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan is to promote the interests of Penguin Solutions, Inc., a Delaware corporation (together with its successors and assigns, the “Company”) and its stockholders by (i) providing an induceme |
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| June 30, 2025 |
Registration No. 333-218605 Registration No. 333-221534 Registration No. 333-223880 Registration No. 333-227449 Registration No. 333-230578 Registration No. 333-234541 Registration No. 333-249619 Registration No. 333-253064 Registration No. 333-257724 Registration No. 333-264150 Registration No. 333-271121 Registration No. 333-271123 Registration No. 333-278587 Registration No. 333-278588 Registra |
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| June 30, 2025 |
Exhibit 99.5 Cash-Settled Restricted Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan Date of Grant: [DATE] Name of Participant: [NAME] Number of Cash-Settled Units: [QUANTITY] Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants, as of the date of grant set forth above (the “Grant Date”), the number of restricted |
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| June 30, 2025 |
Exhibit 99.8 Performance Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan Notice of Grant Date of Grant: [xx/xx/xxxx] Name of Participant: [First Name Last Name] Target Number of Units: [xx,xxx] Performance Period: [•] through [•], subject to Addendum A Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants to the a |
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| June 30, 2025 |
Exhibit 99.9 Performance Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan Notice of Grant Date of Grant: [xx/xx/xxxx] Name of Participant: [First Name Last Name] Target Number of Units: [xx,xxx] Performance Period: [•] through [•], subject to Addendum A Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants to the above- |
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| June 30, 2025 |
Amended and Restated Certificate of Incorporation of the Registrant (filed herewith). EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PENGUIN SOLUTIONS, INC. Penguin Solutions, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows: 1. The name of the Corporation is Penguin Solutions, Inc. The Corporation was incorporated by the filing of its origi |
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| June 30, 2025 |
Amended and Restated Bylaws of the Registrant (filed herewith). Exhibit 3.2 Amended and Restated Bylaws of Penguin Solutions, Inc. (a Delaware corporation) as of June 30, 2025 Table of Contents Page Article I - Corporate Offices 3 1.1 Registered Office 3 1.2 Other Offices 3 Article II - Meetings of Stockholders 3 2.1 Place of Meetings 3 2.2 Annual Meeting 3 2.3 Special Meeting 3 2.4 Notice of Business to be Brought before an Annual Meeting 4 2.5 Notice of Nomi |
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| June 30, 2025 |
The Registrant’s Amended and Restated 2021 Inducement Plan (filed herewith). Exhibit 99.3 Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan (effective February 15, 2021) Section 1. Purpose. The purpose of the Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan is to promote the interests of Penguin Solutions, Inc., a Delaware corporation (together with its successors and assigns, the “Company”) and its stockholders by (i) providing an induceme |
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| June 30, 2025 |
The Registrant’s Amended and Restated 2017 Stock Incentive Plan (filed herewith). Exhibit 99.1 Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan Section 1. Purpose. The purpose of this Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan is to promote the interests of Penguin Solutions, Inc., a Delaware corporation (together with its successors and assigns, the “Company”), and its stockholders by (i) attracting and retaining exceptional ex |
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| June 30, 2025 |
The Registrant’s Amended and Restated 2017 Stock Incentive Plan (filed herewith). EX-99.1 Exhibit 99.1 Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan Section 1. Purpose. The purpose of this Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan is to promote the interests of Penguin Solutions, Inc., a Delaware corporation (together with its successors and assigns, the “Company”), and its stockholders by (i) attracting and retaining except |
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| June 30, 2025 |
Amended and Restated Certificate of Incorporation of the Registrant (filed herewith). Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PENGUIN SOLUTIONS, INC. Penguin Solutions, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows: 1. The name of the Corporation is Penguin Solutions, Inc. The Corporation was incorporated by the filing of its original Cer |
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| June 30, 2025 |
Exhibit 99.4 Restricted Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan Date of Grant: [DATE] Name of Participant: [NAME] Number of Units/Shares: [QUANTITY] Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants, as of the date of grant set forth above (the “Grant Date”), the number of restricted stock units s |
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| June 30, 2025 |
Exhibit 99.4 Restricted Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan Date of Grant: [DATE] Name of Participant: [NAME] Number of Units/Shares: [QUANTITY] Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants, as of the date of grant set forth above (the “Grant Date”), the number of restricted stock units s |
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| June 30, 2025 |
Exhibit 99.5 Cash-Settled Restricted Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan Date of Grant: [DATE] Name of Participant: [NAME] Number of Cash-Settled Units: [QUANTITY] Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants, as of the date of grant set forth above (the “Grant Date”), the number of restricted |
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| June 30, 2025 |
Registration No. 333-218605 Registration No. 333-221534 Registration No. 333-223880 Registration No. 333-227449 Registration No. 333-230578 Registration No. 333-234541 Registration No. 333-249619 Registration No. 333-253064 Registration No. 333-257724 Registration No. 333-264150 Registration No. 333-271121 Registration No. 333-271123 Registration No. 333-278587 Registration No. 333-278588 Registra |
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| June 30, 2025 |
Exhibit 99.9 Performance Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan Notice of Grant Date of Grant: [xx/xx/xxxx] Name of Participant: [First Name Last Name] Target Number of Units: [xx,xxx] Performance Period: [•] through [•], subject to Addendum A Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants to the above- |
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| June 30, 2025 |
Certificate of Designation of Convertible Preferred Stock (filed herewith). Exhibit 3.3 CERTIFICATE OF DESIGNATION OF CONVERTIBLE PREFERRED STOCK OF PENGUIN SOLUTIONS, INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware Penguin Solutions, Inc. (the “Company”), a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), DOES HEREBY CERTIFY: That, pursuant to the authority conferred by t |
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| June 30, 2025 |
The Registrant’s Amended and Restated 2018 Employee Stock Purchase Plan (filed herewith). Exhibit 99.2 PENGUIN SOLUTIONS, INC. AMENDED AND RESTATED 2018 EMPLOYEE STOCK PURCHASE PLAN 1. Purpose of the Plan. The purpose of this Penguin Solutions, Inc. Amended and Restated 2018 Employee Stock Purchase Plan (the “Plan”) is to provide an opportunity for Eligible Employees of the Company and its Designated Companies to purchase Shares at a discount through voluntary Contributions, thereby at |
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| June 30, 2025 |
Amended and Restated Bylaws of the Registrant (filed herewith). Exhibit 3.2 Amended and Restated Bylaws of Penguin Solutions, Inc. (a Delaware corporation) as of June 30, 2025 Table of Contents Page Article I - Corporate Offices 3 1.1 Registered Office 3 1.2 Other Offices 3 Article II - Meetings of Stockholders 3 2.1 Place of Meetings 3 2.2 Annual Meeting 3 2.3 Special Meeting 3 2.4 Notice of Business to be Brought before an Annual Meeting 4 2.5 Notice of Nomi |
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| June 30, 2025 |
Independent Director Compensation Policy Exhibit 10.2 Penguin Solutions, Inc. Independent Director Compensation Policy The Board of Directors (the “Board”) of Penguin Solutions, Inc. (the “Company”) has approved the compensation policy for independent directors as set forth below unless and until otherwise amended by the Board (or a committee delegated authority by the Board). The equity portions of the compensation shall be issued under |
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| June 30, 2025 |
Amended and Restated Certificate of Incorporation of the Registrant (filed herewith). EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PENGUIN SOLUTIONS, INC. Penguin Solutions, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows: 1. The name of the Corporation is Penguin Solutions, Inc. The Corporation was incorporated by the filing of its origi |
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| June 30, 2025 |
Amended and Restated Bylaws of the Registrant (filed herewith). Exhibit 3.2 Amended and Restated Bylaws of Penguin Solutions, Inc. (a Delaware corporation) as of June 30, 2025 Table of Contents Page Article I - Corporate Offices 3 1.1 Registered Office 3 1.2 Other Offices 3 Article II - Meetings of Stockholders 3 2.1 Place of Meetings 3 2.2 Annual Meeting 3 2.3 Special Meeting 3 2.4 Notice of Business to be Brought before an Annual Meeting 4 2.5 Notice of Nomi |
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| June 30, 2025 |
Exhibit 99.6 Restricted Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan Date of Grant: [DATE] Name of Participant: [NAME] Number of Units/Shares: [QUANTITY] Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants, as of the date of grant set forth above (the “Grant Date”), the number of restricted stock units set forth a |
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| June 30, 2025 |
Exhibit 99.5 Cash-Settled Restricted Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan Date of Grant: [DATE] Name of Participant: [NAME] Number of Cash-Settled Units: [QUANTITY] Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants, as of the date of grant set forth above (the “Grant Date”), the number of restricted |
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| June 30, 2025 |
Registration No. 333-218605 Registration No. 333-221534 Registration No. 333-223880 Registration No. 333-227449 Registration No. 333-230578 Registration No. 333-234541 Registration No. 333-249619 Registration No. 333-253064 Registration No. 333-257724 Registration No. 333-264150 Registration No. 333-271121 Registration No. 333-271123 Registration No. 333-278587 Registration No. 333-278588 Registra |
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| June 30, 2025 |
Exhibit 99.9 Performance Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan Notice of Grant Date of Grant: [xx/xx/xxxx] Name of Participant: [First Name Last Name] Target Number of Units: [xx,xxx] Performance Period: [•] through [•], subject to Addendum A Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants to the above- |
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| June 30, 2025 |
Certificate of Designation of Convertible Preferred Stock (filed herewith). Exhibit 3.3 CERTIFICATE OF DESIGNATION OF CONVERTIBLE PREFERRED STOCK OF PENGUIN SOLUTIONS, INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware Penguin Solutions, Inc. (the “Company”), a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), DOES HEREBY CERTIFY: That, pursuant to the authority conferred by t |
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| June 30, 2025 |
Exhibit 99.7 Cash-Settled Restricted Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan Date of Grant: [DATE] Name of Participant: [NAME] Number of Cash-Settled Units: [QUANTITY] Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants, as of the date of grant set forth above (the “Grant Date”), the number of restricted |
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| June 30, 2025 |
Form of Common Stock Certificate (filed herewith). Exhibit 4.1 ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS# COMMON STOCK COMMON STOCK PAR VALUE $0.03 PENGUIN® SOLUTIONS Certificate Number ZQ00000000 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE Shares * * 0 0 0 0 0 0 * * * * * * * * * * * * * * * * * * * * * 0 0 0 0 0 0 * * * * * * * * * * * * * * * * * * * * * 0 0 0 0 0 0 * * * * * * * * * * * * * * * * * * * * * 0 0 0 0 0 0 * * * * |
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| June 30, 2025 |
The Registrant’s Amended and Restated 2018 Employee Stock Purchase Plan (filed herewith). EX-99.2 9 d33122dex992.htm EX-99.2 Exhibit 99.2 PENGUIN SOLUTIONS, INC. AMENDED AND RESTATED 2018 EMPLOYEE STOCK PURCHASE PLAN 1. Purpose of the Plan. The purpose of this Penguin Solutions, Inc. Amended and Restated 2018 Employee Stock Purchase Plan (the “Plan”) is to provide an opportunity for Eligible Employees of the Company and its Designated Companies to purchase Shares at a discount through |
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| June 30, 2025 |
Exhibit 99.4 Restricted Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan Date of Grant: [DATE] Name of Participant: [NAME] Number of Units/Shares: [QUANTITY] Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants, as of the date of grant set forth above (the “Grant Date”), the number of restricted stock units s |
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| June 30, 2025 |
The Registrant’s Amended and Restated 2021 Inducement Plan (filed herewith). EX-99.3 Exhibit 99.3 Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan (effective February 15, 2021) Section 1. Purpose. The purpose of the Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan is to promote the interests of Penguin Solutions, Inc., a Delaware corporation (together with its successors and assigns, the “Company”) and its stockholders by (i) providing an |
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| June 30, 2025 |
The Registrant’s Amended and Restated 2021 Inducement Plan (filed herewith). Exhibit 99.3 Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan (effective February 15, 2021) Section 1. Purpose. The purpose of the Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan is to promote the interests of Penguin Solutions, Inc., a Delaware corporation (together with its successors and assigns, the “Company”) and its stockholders by (i) providing an induceme |
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| June 30, 2025 |
Amended and Restated Bylaws of the Registrant (filed herewith). Exhibit 3.2 Amended and Restated Bylaws of Penguin Solutions, Inc. (a Delaware corporation) as of June 30, 2025 Table of Contents Page Article I - Corporate Offices 3 1.1 Registered Office 3 1.2 Other Offices 3 Article II - Meetings of Stockholders 3 2.1 Place of Meetings 3 2.2 Annual Meeting 3 2.3 Special Meeting 3 2.4 Notice of Business to be Brought before an Annual Meeting 4 2.5 Notice of Nomi |
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| June 30, 2025 |
Exhibit 99.5 Cash-Settled Restricted Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan Date of Grant: [DATE] Name of Participant: [NAME] Number of Cash-Settled Units: [QUANTITY] Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants, as of the date of grant set forth above (the “Grant Date”), the number of restricted |
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| June 30, 2025 |
Press Release, dated June 30, 2025 (filed herewith). Exhibit 99.1 Penguin Solutions Completes Redomiciliation to the United States Milpitas, Calif. – June 30, 2025 – Penguin Solutions, Inc., a Delaware corporation (Nasdaq: PENG) (“Penguin Solutions” or the “Company”) today announced the completion of the redomiciliation process to change the parent company of the Penguin Solutions group of companies from a Cayman Islands company to a Delaware corpor |
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| June 30, 2025 |
EX-99.7 Exhibit 99.7 Cash-Settled Restricted Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan Date of Grant: [DATE] Name of Participant: [NAME] Number of Cash-Settled Units: [QUANTITY] Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants, as of the date of grant set forth above (the “Grant Date”), the number of re |
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| June 30, 2025 |
Certificate of Designation of Convertible Preferred Stock (filed herewith). Exhibit 3.3 CERTIFICATE OF DESIGNATION OF CONVERTIBLE PREFERRED STOCK OF PENGUIN SOLUTIONS, INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware Penguin Solutions, Inc. (the “Company”), a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), DOES HEREBY CERTIFY: That, pursuant to the authority conferred by t |
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| June 30, 2025 |
Exhibit 99.6 Restricted Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan Date of Grant: [DATE] Name of Participant: [NAME] Number of Units/Shares: [QUANTITY] Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants, as of the date of grant set forth above (the “Grant Date”), the number of restricted stock units set forth a |
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| June 30, 2025 |
Exhibit 99.9 Performance Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan Notice of Grant Date of Grant: [xx/xx/xxxx] Name of Participant: [First Name Last Name] Target Number of Units: [xx,xxx] Performance Period: [•] through [•], subject to Addendum A Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants to the above- |
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| June 30, 2025 |
Amended and Restated Bylaws of the Registrant (filed herewith). EX-3.2 Exhibit 3.2 Amended and Restated Bylaws of Penguin Solutions, Inc. (a Delaware corporation) as of June 30, 2025 Table of Contents Page Article I - Corporate Offices 3 1.1 Registered Office 3 1.2 Other Offices 3 Article II - Meetings of Stockholders 3 2.1 Place of Meetings 3 2.2 Annual Meeting 3 2.3 Special Meeting 3 2.4 Notice of Business to be Brought before an Annual Meeting 4 2.5 Notice |
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| June 30, 2025 |
S-8 POS Registration No. 333-218605 Registration No. 333-221534 Registration No. 333-223880 Registration No. 333-227449 Registration No. 333-230578 Registration No. 333-234541 Registration No. 333-249619 Registration No. 333-253064 Registration No. 333-257724 Registration No. 333-264150 Registration No. 333-271121 Registration No. 333-271123 Registration No. 333-278587 Registration No. 333-278588 |
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| June 30, 2025 |
The Registrant’s Amended and Restated 2017 Stock Incentive Plan (filed herewith). EX-99.1 Exhibit 99.1 Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan Section 1. Purpose. The purpose of this Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan is to promote the interests of Penguin Solutions, Inc., a Delaware corporation (together with its successors and assigns, the “Company”), and its stockholders by (i) attracting and retaining except |
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| June 30, 2025 |
The Registrant’s Amended and Restated 2017 Stock Incentive Plan (filed herewith). Exhibit 99.1 Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan Section 1. Purpose. The purpose of this Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan is to promote the interests of Penguin Solutions, Inc., a Delaware corporation (together with its successors and assigns, the “Company”), and its stockholders by (i) attracting and retaining exceptional ex |
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| June 30, 2025 |
The Registrant’s Amended and Restated 2018 Employee Stock Purchase Plan (filed herewith). Exhibit 99.2 PENGUIN SOLUTIONS, INC. AMENDED AND RESTATED 2018 EMPLOYEE STOCK PURCHASE PLAN 1. Purpose of the Plan. The purpose of this Penguin Solutions, Inc. Amended and Restated 2018 Employee Stock Purchase Plan (the “Plan”) is to provide an opportunity for Eligible Employees of the Company and its Designated Companies to purchase Shares at a discount through voluntary Contributions, thereby at |
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| June 30, 2025 |
The Registrant’s Amended and Restated 2018 Employee Stock Purchase Plan (filed herewith). Exhibit 99.2 PENGUIN SOLUTIONS, INC. AMENDED AND RESTATED 2018 EMPLOYEE STOCK PURCHASE PLAN 1. Purpose of the Plan. The purpose of this Penguin Solutions, Inc. Amended and Restated 2018 Employee Stock Purchase Plan (the “Plan”) is to provide an opportunity for Eligible Employees of the Company and its Designated Companies to purchase Shares at a discount through voluntary Contributions, thereby at |
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| June 30, 2025 |
Exhibit 99.9 Performance Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan Notice of Grant Date of Grant: [xx/xx/xxxx] Name of Participant: [First Name Last Name] Target Number of Units: [xx,xxx] Performance Period: [•] through [•], subject to Addendum A Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants to the above- |
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| June 30, 2025 |
Exhibit 4.1 PENGUIN SOLUTIONS, INC. a Cayman Islands exempted company as the Company and PENGUIN SOLUTIONS, INC., a Delaware corporation as Parent Guarantor and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee SECOND SUPPLEMENTAL INDENTURE dated as of June 30, 2025 to the INDENTURE dated as of February 11, 2020 2.25% Convertible Senior Notes due 2026 This SECOND SUPPLEMENTAL INDENTURE (thi |
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| June 30, 2025 |
Registration No. 333-218605 Registration No. 333-221534 Registration No. 333-223880 Registration No. 333-227449 Registration No. 333-230578 Registration No. 333-234541 Registration No. 333-249619 Registration No. 333-253064 Registration No. 333-257724 Registration No. 333-264150 Registration No. 333-271121 Registration No. 333-271123 Registration No. 333-278587 Registration No. 333-278588 Registra |
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| June 30, 2025 |
Exhibit 99.4 Restricted Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan Date of Grant: [DATE] Name of Participant: [NAME] Number of Units/Shares: [QUANTITY] Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants, as of the date of grant set forth above (the “Grant Date”), the number of restricted stock units s |
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| June 30, 2025 |
Exhibit 99.8 Performance Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan Notice of Grant Date of Grant: [xx/xx/xxxx] Name of Participant: [First Name Last Name] Target Number of Units: [xx,xxx] Performance Period: [•] through [•], subject to Addendum A Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants to the a |
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| June 30, 2025 |
Form of Common Stock Certificate (filed herewith). Exhibit 4.1 ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS# COMMON STOCK COMMON STOCK PAR VALUE $0.03 PENGUIN® SOLUTIONS Certificate Number ZQ00000000 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE Shares * * 0 0 0 0 0 0 * * * * * * * * * * * * * * * * * * * * * 0 0 0 0 0 0 * * * * * * * * * * * * * * * * * * * * * 0 0 0 0 0 0 * * * * * * * * * * * * * * * * * * * * * 0 0 0 0 0 0 * * * * |
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| June 30, 2025 |
Exhibit 99.4 Restricted Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan Date of Grant: [DATE] Name of Participant: [NAME] Number of Units/Shares: [QUANTITY] Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants, as of the date of grant set forth above (the “Grant Date”), the number of restricted stock units s |
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| June 30, 2025 |
Exhibit 99.4 Restricted Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan Date of Grant: [DATE] Name of Participant: [NAME] Number of Units/Shares: [QUANTITY] Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants, as of the date of grant set forth above (the “Grant Date”), the number of restricted stock units s |
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| June 30, 2025 |
Amended and Restated Certificate of Incorporation of the Registrant (filed herewith). EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PENGUIN SOLUTIONS, INC. Penguin Solutions, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows: 1. The name of the Corporation is Penguin Solutions, Inc. The Corporation was incorporated by the filing of its origi |
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| June 30, 2025 |
The Registrant’s Amended and Restated 2018 Employee Stock Purchase Plan (filed herewith). Exhibit 99.2 PENGUIN SOLUTIONS, INC. AMENDED AND RESTATED 2018 EMPLOYEE STOCK PURCHASE PLAN 1. Purpose of the Plan. The purpose of this Penguin Solutions, Inc. Amended and Restated 2018 Employee Stock Purchase Plan (the “Plan”) is to provide an opportunity for Eligible Employees of the Company and its Designated Companies to purchase Shares at a discount through voluntary Contributions, thereby at |
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| June 30, 2025 |
The Registrant’s Amended and Restated 2018 Employee Stock Purchase Plan (filed herewith). Exhibit 99.2 PENGUIN SOLUTIONS, INC. AMENDED AND RESTATED 2018 EMPLOYEE STOCK PURCHASE PLAN 1. Purpose of the Plan. The purpose of this Penguin Solutions, Inc. Amended and Restated 2018 Employee Stock Purchase Plan (the “Plan”) is to provide an opportunity for Eligible Employees of the Company and its Designated Companies to purchase Shares at a discount through voluntary Contributions, thereby at |
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| June 30, 2025 |
Registration No. 333-218605 Registration No. 333-221534 Registration No. 333-223880 Registration No. 333-227449 Registration No. 333-230578 Registration No. 333-234541 Registration No. 333-249619 Registration No. 333-253064 Registration No. 333-257724 Registration No. 333-264150 Registration No. 333-271121 Registration No. 333-271123 Registration No. 333-278587 Registration No. 333-278588 Registra |
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| June 30, 2025 |
Amended and Restated Bylaws of the Registrant (filed herewith). Exhibit 3.2 Amended and Restated Bylaws of Penguin Solutions, Inc. (a Delaware corporation) as of June 30, 2025 Table of Contents Page Article I - Corporate Offices 3 1.1 Registered Office 3 1.2 Other Offices 3 Article II - Meetings of Stockholders 3 2.1 Place of Meetings 3 2.2 Annual Meeting 3 2.3 Special Meeting 3 2.4 Notice of Business to be Brought before an Annual Meeting 4 2.5 Notice of Nomi |
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| June 30, 2025 |
The Registrant’s Amended and Restated 2017 Stock Incentive Plan (filed herewith). EX-99.1 8 d33122dex991.htm EX-99.1 Exhibit 99.1 Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan Section 1. Purpose. The purpose of this Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan is to promote the interests of Penguin Solutions, Inc., a Delaware corporation (together with its successors and assigns, the “Company”), and its stockholders by (i) attr |
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| June 30, 2025 |
Exhibit 99.5 Cash-Settled Restricted Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan Date of Grant: [DATE] Name of Participant: [NAME] Number of Cash-Settled Units: [QUANTITY] Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants, as of the date of grant set forth above (the “Grant Date”), the number of restricted |
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| June 30, 2025 |
The Registrant’s Amended and Restated 2021 Inducement Plan (filed herewith). Exhibit 99.3 Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan (effective February 15, 2021) Section 1. Purpose. The purpose of the Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan is to promote the interests of Penguin Solutions, Inc., a Delaware corporation (together with its successors and assigns, the “Company”) and its stockholders by (i) providing an induceme |
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| June 30, 2025 |
Exhibit 99.7 Cash-Settled Restricted Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan Date of Grant: [DATE] Name of Participant: [NAME] Number of Cash-Settled Units: [QUANTITY] Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants, as of the date of grant set forth above (the “Grant Date”), the number of restricted |
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| June 30, 2025 |
The Registrant’s Amended and Restated 2018 Employee Stock Purchase Plan (filed herewith). Exhibit 99.2 PENGUIN SOLUTIONS, INC. AMENDED AND RESTATED 2018 EMPLOYEE STOCK PURCHASE PLAN 1. Purpose of the Plan. The purpose of this Penguin Solutions, Inc. Amended and Restated 2018 Employee Stock Purchase Plan (the “Plan”) is to provide an opportunity for Eligible Employees of the Company and its Designated Companies to purchase Shares at a discount through voluntary Contributions, thereby at |
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| June 30, 2025 |
Form of Common Stock Certificate (filed herewith). Exhibit 4.1 ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS# COMMON STOCK COMMON STOCK PAR VALUE $0.03 PENGUIN® SOLUTIONS Certificate Number ZQ00000000 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE Shares * * 0 0 0 0 0 0 * * * * * * * * * * * * * * * * * * * * * 0 0 0 0 0 0 * * * * * * * * * * * * * * * * * * * * * 0 0 0 0 0 0 * * * * * * * * * * * * * * * * * * * * * 0 0 0 0 0 0 * * * * |
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| June 30, 2025 |
Amended and Restated Certificate of Incorporation of the Registrant (filed herewith). Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PENGUIN SOLUTIONS, INC. Penguin Solutions, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows: 1. The name of the Corporation is Penguin Solutions, Inc. The Corporation was incorporated by the filing of its original Cer |
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| June 30, 2025 |
Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PENGUIN SOLUTIONS, INC. Penguin Solutions, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows: 1. The name of the Corporation is Penguin Solutions, Inc. The Corporation was incorporated by the filing of its original Cer |
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| June 30, 2025 |
Exhibit 99.8 Performance Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan Notice of Grant Date of Grant: [xx/xx/xxxx] Name of Participant: [First Name Last Name] Target Number of Units: [xx,xxx] Performance Period: [•] through [•], subject to Addendum A Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants to the a |
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| June 30, 2025 |
Certificate of Designation of Convertible Preferred Stock (filed herewith). Exhibit 3.3 CERTIFICATE OF DESIGNATION OF CONVERTIBLE PREFERRED STOCK OF PENGUIN SOLUTIONS, INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware Penguin Solutions, Inc. (the “Company”), a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), DOES HEREBY CERTIFY: That, pursuant to the authority conferred by t |
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| June 30, 2025 |
Exhibit 4.4 AMENDED AND RESTATED INVESTOR AGREEMENT By and Between ASTRA AI INFRA LLC AND PENGUIN SOLUTIONS, INC. Dated as of June 30, 2025 TABLE OF CONTENTS 1. Definitions 1 2. Certain Restrictions 8 2.1 Standstill 8 2.2 Waiver 10 2.3 Termination 10 3. Restrictions on Dispositions 10 3.1 Lock-Up 10 3.2 Termination of Lock-Up 11 3.3 Effect of Prohibited Disposition 11 3.4 Joinder 11 4. |
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| June 30, 2025 |
Amended and Restated Certificate of Incorporation of the Registrant (filed herewith). Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PENGUIN SOLUTIONS, INC. Penguin Solutions, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows: 1. The name of the Corporation is Penguin Solutions, Inc. The Corporation was incorporated by the filing of its original Cer |
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| June 30, 2025 |
Certificate of Designation of Convertible Preferred Stock (filed herewith). Exhibit 3.3 CERTIFICATE OF DESIGNATION OF CONVERTIBLE PREFERRED STOCK OF PENGUIN SOLUTIONS, INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware Penguin Solutions, Inc. (the “Company”), a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), DOES HEREBY CERTIFY: That, pursuant to the authority conferred by t |
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| June 30, 2025 |
The Registrant’s Amended and Restated 2021 Inducement Plan (filed herewith). Exhibit 99.3 Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan (effective February 15, 2021) Section 1. Purpose. The purpose of the Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan is to promote the interests of Penguin Solutions, Inc., a Delaware corporation (together with its successors and assigns, the “Company”) and its stockholders by (i) providing an induceme |
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| June 30, 2025 |
Exhibit 99.8 Performance Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan Notice of Grant Date of Grant: [xx/xx/xxxx] Name of Participant: [First Name Last Name] Target Number of Units: [xx,xxx] Performance Period: [•] through [•], subject to Addendum A Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants to the a |
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| June 30, 2025 |
Exhibit 99.6 Restricted Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan Date of Grant: [DATE] Name of Participant: [NAME] Number of Units/Shares: [QUANTITY] Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants, as of the date of grant set forth above (the “Grant Date”), the number of restricted stock units set forth a |
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| June 30, 2025 |
The Registrant’s Amended and Restated 2018 Employee Stock Purchase Plan (filed herewith). Exhibit 99.2 PENGUIN SOLUTIONS, INC. AMENDED AND RESTATED 2018 EMPLOYEE STOCK PURCHASE PLAN 1. Purpose of the Plan. The purpose of this Penguin Solutions, Inc. Amended and Restated 2018 Employee Stock Purchase Plan (the “Plan”) is to provide an opportunity for Eligible Employees of the Company and its Designated Companies to purchase Shares at a discount through voluntary Contributions, thereby at |
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| June 30, 2025 |
Amended and Restated Certificate of Incorporation of the Registrant (filed herewith). Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PENGUIN SOLUTIONS, INC. Penguin Solutions, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows: 1. The name of the Corporation is Penguin Solutions, Inc. The Corporation was incorporated by the filing of its original Cer |
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| June 30, 2025 |
Certificate of Designation of Convertible Preferred Stock (filed herewith). Exhibit 3.3 CERTIFICATE OF DESIGNATION OF CONVERTIBLE PREFERRED STOCK OF PENGUIN SOLUTIONS, INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware Penguin Solutions, Inc. (the “Company”), a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), DOES HEREBY CERTIFY: That, pursuant to the authority conferred by t |
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| June 30, 2025 |
EX-99.6 13 d33122dex996.htm EX-99.6 Exhibit 99.6 Restricted Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan Date of Grant: [DATE] Name of Participant: [NAME] Number of Units/Shares: [QUANTITY] Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants, as of the date of grant set forth above (the “Grant Date”), the number o |
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| June 30, 2025 |
Exhibit 99.4 Restricted Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan Date of Grant: [DATE] Name of Participant: [NAME] Number of Units/Shares: [QUANTITY] Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants, as of the date of grant set forth above (the “Grant Date”), the number of restricted stock units s |
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| June 30, 2025 |
Amended and Restated Bylaws of the Registrant (filed herewith). Exhibit 3.2 Amended and Restated Bylaws of Penguin Solutions, Inc. (a Delaware corporation) as of June 30, 2025 Table of Contents Page Article I - Corporate Offices 3 1.1 Registered Office 3 1.2 Other Offices 3 Article II - Meetings of Stockholders 3 2.1 Place of Meetings 3 2.2 Annual Meeting 3 2.3 Special Meeting 3 2.4 Notice of Business to be Brought before an Annual Meeting 4 2.5 Notice of Nomi |
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| June 30, 2025 |
Exhibit 3.3 Amended and Restated Bylaws of Penguin Solutions, Inc. (a Delaware corporation) as of June 30, 2025 Table of Contents Page Article I - Corporate Offices 3 1.1 Registered Office 3 1.2 Other Offices 3 Article II - Meetings of Stockholders 3 2.1 Place of Meetings 3 2.2 Annual Meeting 3 2.3 Special Meeting 3 2.4 Notice of Business to be Brought before an Annual Meeting 4 2.5 Notice of Nomi |
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| June 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2025 Penguin Solutions, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38102 36-5142687 (State or other jurisdiction of incorporation) (Commission F |
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| June 30, 2025 |
Exhibit 99.5 Cash-Settled Restricted Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan Date of Grant: [DATE] Name of Participant: [NAME] Number of Cash-Settled Units: [QUANTITY] Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants, as of the date of grant set forth above (the “Grant Date”), the number of restricted |
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| June 30, 2025 |
Form of Common Stock Certificate (filed herewith). Exhibit 4.1 ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS# COMMON STOCK COMMON STOCK PAR VALUE $0.03 PENGUIN® SOLUTIONS Certificate Number ZQ00000000 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE Shares * * 0 0 0 0 0 0 * * * * * * * * * * * * * * * * * * * * * 0 0 0 0 0 0 * * * * * * * * * * * * * * * * * * * * * 0 0 0 0 0 0 * * * * * * * * * * * * * * * * * * * * * 0 0 0 0 0 0 * * * * |
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| June 30, 2025 |
Exhibit 99.8 Performance Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan Notice of Grant Date of Grant: [xx/xx/xxxx] Name of Participant: [First Name Last Name] Target Number of Units: [xx,xxx] Performance Period: [•] through [•], subject to Addendum A Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants to the a |
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| June 30, 2025 |
Exhibit 99.6 Restricted Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan Date of Grant: [DATE] Name of Participant: [NAME] Number of Units/Shares: [QUANTITY] Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants, as of the date of grant set forth above (the “Grant Date”), the number of restricted stock units set forth a |
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| June 30, 2025 |
Form of Common Stock Certificate (filed herewith). Exhibit 4.1 ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS# COMMON STOCK COMMON STOCK PAR VALUE $0.03 PENGUIN® SOLUTIONS Certificate Number ZQ00000000 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE Shares * * 0 0 0 0 0 0 * * * * * * * * * * * * * * * * * * * * * 0 0 0 0 0 0 * * * * * * * * * * * * * * * * * * * * * 0 0 0 0 0 0 * * * * * * * * * * * * * * * * * * * * * 0 0 0 0 0 0 * * * * |
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| June 30, 2025 |
The Registrant’s Amended and Restated 2021 Inducement Plan (filed herewith). Exhibit 99.3 Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan (effective February 15, 2021) Section 1. Purpose. The purpose of the Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan is to promote the interests of Penguin Solutions, Inc., a Delaware corporation (together with its successors and assigns, the “Company”) and its stockholders by (i) providing an induceme |
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| June 30, 2025 |
Exhibit 99.9 Performance Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan Notice of Grant Date of Grant: [xx/xx/xxxx] Name of Participant: [First Name Last Name] Target Number of Units: [xx,xxx] Performance Period: [•] through [•], subject to Addendum A Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants to the above- |
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| June 30, 2025 |
The Registrant’s Amended and Restated 2021 Inducement Plan Exhibit 10.5 Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan (effective February 15, 2021) Section 1. Purpose. The purpose of the Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan is to promote the interests of Penguin Solutions, Inc., a Delaware corporation (together with its successors and assigns, the “Company”) and its stockholders by (i) providing an induceme |
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| June 30, 2025 |
Exhibit 99.5 Cash-Settled Restricted Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan Date of Grant: [DATE] Name of Participant: [NAME] Number of Cash-Settled Units: [QUANTITY] Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants, as of the date of grant set forth above (the “Grant Date”), the number of restricted |
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| June 30, 2025 |
The Registrant’s Amended and Restated 2017 Stock Incentive Plan (filed herewith). EX-99.1 Exhibit 99.1 Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan Section 1. Purpose. The purpose of this Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan is to promote the interests of Penguin Solutions, Inc., a Delaware corporation (together with its successors and assigns, the “Company”), and its stockholders by (i) attracting and retaining except |
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| June 30, 2025 |
Exhibit 99.7 Cash-Settled Restricted Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan Date of Grant: [DATE] Name of Participant: [NAME] Number of Cash-Settled Units: [QUANTITY] Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants, as of the date of grant set forth above (the “Grant Date”), the number of restricted |
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| June 30, 2025 |
The Registrant’s Amended and Restated 2021 Inducement Plan (filed herewith). Exhibit 99.3 Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan (effective February 15, 2021) Section 1. Purpose. The purpose of the Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan is to promote the interests of Penguin Solutions, Inc., a Delaware corporation (together with its successors and assigns, the “Company”) and its stockholders by (i) providing an induceme |
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| June 30, 2025 |
The Registrant’s Amended and Restated 2021 Inducement Plan (filed herewith). Exhibit 99.3 Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan (effective February 15, 2021) Section 1. Purpose. The purpose of the Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan is to promote the interests of Penguin Solutions, Inc., a Delaware corporation (together with its successors and assigns, the “Company”) and its stockholders by (i) providing an induceme |
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| June 30, 2025 |
Amended and Restated Certificate of Incorporation of the Registrant (filed herewith). EX-3.1 2 d33122dex31.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PENGUIN SOLUTIONS, INC. Penguin Solutions, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows: 1. The name of the Corporation is Penguin Solutions, Inc. The Corporation was incorporated b |
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| June 30, 2025 |
Exhibit 99.5 Cash-Settled Restricted Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan Date of Grant: [DATE] Name of Participant: [NAME] Number of Cash-Settled Units: [QUANTITY] Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants, as of the date of grant set forth above (the “Grant Date”), the number of restricted |
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| June 30, 2025 |
Exhibit 99.5 Cash-Settled Restricted Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan Date of Grant: [DATE] Name of Participant: [NAME] Number of Cash-Settled Units: [QUANTITY] Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants, as of the date of grant set forth above (the “Grant Date”), the number of restricted |
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| June 30, 2025 |
Certificate of Designation of Convertible Preferred Stock (filed herewith). Exhibit 3.3 CERTIFICATE OF DESIGNATION OF CONVERTIBLE PREFERRED STOCK OF PENGUIN SOLUTIONS, INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware Penguin Solutions, Inc. (the “Company”), a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), DOES HEREBY CERTIFY: That, pursuant to the authority conferred by t |
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| June 30, 2025 |
Exhibit 99.5 Cash-Settled Restricted Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan Date of Grant: [DATE] Name of Participant: [NAME] Number of Cash-Settled Units: [QUANTITY] Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants, as of the date of grant set forth above (the “Grant Date”), the number of restricted |
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| June 30, 2025 |
Exhibit 99.7 Cash-Settled Restricted Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan Date of Grant: [DATE] Name of Participant: [NAME] Number of Cash-Settled Units: [QUANTITY] Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants, as of the date of grant set forth above (the “Grant Date”), the number of restricted |
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| June 30, 2025 |
Exhibit 99.4 Restricted Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan Date of Grant: [DATE] Name of Participant: [NAME] Number of Units/Shares: [QUANTITY] Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants, as of the date of grant set forth above (the “Grant Date”), the number of restricted stock units s |
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| June 30, 2025 |
Exhibit 99.4 Restricted Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan Date of Grant: [DATE] Name of Participant: [NAME] Number of Units/Shares: [QUANTITY] Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants, as of the date of grant set forth above (the “Grant Date”), the number of restricted stock units s |
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| June 30, 2025 |
Exhibit 99.9 Performance Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan Notice of Grant Date of Grant: [xx/xx/xxxx] Name of Participant: [First Name Last Name] Target Number of Units: [xx,xxx] Performance Period: [•] through [•], subject to Addendum A Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants to the above- |
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| June 30, 2025 |
The Registrant’s Amended and Restated 2017 Stock Incentive Plan (filed herewith). Exhibit 99.1 Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan Section 1. Purpose. The purpose of this Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan is to promote the interests of Penguin Solutions, Inc., a Delaware corporation (together with its successors and assigns, the “Company”), and its stockholders by (i) attracting and retaining exceptional ex |
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| June 30, 2025 |
Exhibit 99.9 Performance Stock Unit Award Agreement Under the Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan Notice of Grant Date of Grant: [xx/xx/xxxx] Name of Participant: [First Name Last Name] Target Number of Units: [xx,xxx] Performance Period: [•] through [•], subject to Addendum A Penguin Solutions, Inc., a Delaware corporation (the “Company”), hereby grants to the above- |
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| June 26, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 24, 2025 PENGUIN SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Commission File Number 001-38102 Cayman Islands 98-1013909 (State or Other Jurisdiction of |
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| June 26, 2025 |
Exhibit 99.1 PENGUIN SOLUTIONS STRENGTHENS BALANCE SHEET WITH REFINANCING Reduces Leverage, Extends Overall Debt Maturity, and Establishes $400M Revolving Credit Facility Milpitas, Calif. – June 26, 2025 – Penguin Solutions, Inc. (“Penguin Solutions” or the “Company”) (NASDAQ: PENG) today announced that it has completed a refinancing of its credit facilities via a $400 million Revolving Credit Fac |
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| June 26, 2025 |
Exhibit 10.1 Execution Version CREDIT AGREEMENT dated as of June 24, 2025, among PENGUIN SOLUTIONS, INC., as the Parent Borrower, SMART MODULAR TECHNOLOGIES, INC., as Co-Borrower, The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent, Collateral Agent and an Issuing Bank JPMORGAN CHASE BANK, N.A., BOFA SECURITIES, INC., CITIZENS BANK, N.A., PNC BANK, NATIONAL ASSOCIATION |
