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Form 8-K

sec.gov

8-K — Penguin Solutions, Inc.

Accession: 0001616533-26-000046

Filed: 2026-10-06

Period: 2026-10-06

CIK: 0001616533

SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — peng-20261006.htm (Primary)

EX-99 (pengq4-26form8xkxex991.htm)

GRAPHIC (logo.jpg)

GRAPHIC (peng-20261006_g1.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: peng-20261006.htm · Sequence: 1

peng-20261006

0001616533FALSE00016165332026-10-062026-10-06

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): October 6, 2026

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

Incorporation or Organization) (I.R.S. Employer

Identification No.)

45800 Northport Loop West

Fremont, CA

94538

(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: (510) 623-1231

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common stock, $0.03 par value per share

PENG Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

1

Item 2.02 Results of Operations and Financial Condition.

On October 6, 2026, Penguin Solutions, Inc., a Delaware corporation (the “Company”), issued a press release and will hold a conference call announcing its financial results for the fourth quarter and full year fiscal 2026. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K (this “Form 8-K”) and is incorporated herein by reference.

The Company refers to non-GAAP financial information in both the press release and on the conference call. A reconciliation of these non-GAAP financial measures to the comparable GAAP financial measures is contained in the attached press release.

The information furnished pursuant to Item 2.02 of this Form 8-K, including the information contained in Exhibit 99.1 of this Form 8-K, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit

No. Description

99.1

Press release titled “Penguin Solutions Announces Fourth-Quarter and Full-Year Fiscal 2026 Results” issued by Penguin Solutions, Inc. on October 6, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 6, 2026

Penguin Solutions, Inc.

By: /s/ Kash Shaikh

Kash Shaikh

President and Chief Executive Officer

3

EX-99

EX-99

Filename: pengq4-26form8xkxex991.htm · Sequence: 2

Document

Exhibit 99.1

Press Release

FOR IMMEDIATE RELEASE

Penguin Solutions Announces

Fourth-Quarter and Full-Year Fiscal 2026 Results

Record Results Across Key Financial Metrics Reflecting AI-Driven Data Center Demand; Raising Fiscal 2027 Outlook Supported by Accelerating AI Infrastructure Business

Fremont, Calif. – October 6, 2026 – Penguin Solutions, Inc. (“Penguin Solutions,” “Penguin,” “we,” “us,” “our,” or the “Company”) (Nasdaq: PENG), the AI Factory Platform Company, today announced financial results for its fiscal fourth quarter and full year 2026 ended August 28, 2026. The Company also raised its outlook for its fiscal 2027 full year as compared to the preliminary view provided last quarter.

Fourth Quarter Financial Highlights

•Record net sales of $567 million, up 68% year over year

•Record operating income of $69 million, up 458% year over year

•Record Non-GAAP operating income of $90 million, up 129% year over year

•Record net income of $93 million, up 888% year over year

•Record adjusted EBITDA of $93 million, up 115% year over year

•Diluted EPS of $1.29 versus $0.11 in the year-ago quarter, up 1,073% year over year

•Non-GAAP diluted EPS of $1.00 versus $0.43 in the year-ago quarter, up 133% year over year

“Our company performance accelerated significantly in the second half of fiscal 2026 following the launch of our AI Factory Platform and increased focus on the data center market. We prioritized and aligned our AI Infrastructure and Memory businesses with strong AI-driven data center demand, increased investment in product innovation, and sharpened go-to-market execution with a focus on making neocloud and enterprise customers successful,” said Kash Shaikh, president and CEO of Penguin Solutions.

“The proof is in the results. After relatively flat year-over-year net sales in the first half, growth accelerated to 48% in Q3 and 68% in Q4, driving second-half growth of 58%. As we enter fiscal 2027, our memory business remains strong, and our AI Infrastructure business is accelerating further. Based on this continued momentum, particularly the strength in AI Infrastructure, we are increasing our fiscal 2027 expectations for both net sales and non-GAAP diluted EPS beyond the preliminary growth view shared during the third-quarter earnings call, as we continue to drive strong operating leverage across the business.”

Recent Business Highlights

Neocloud Momentum and Customer Expansion Across AI Infrastructure

•Won six new AI Infrastructure data center customers in the fourth quarter, including four neocloud providers, reflecting a surge in demand from neocloud customers for our full-stack AI Factory Platform.

•Continued to execute our land-and-expand strategy. Across fiscal 2026, we added seventeen new AI Infrastructure customers, and twelve customers expanded their business with Penguin in the same period.

•Won a neocloud customer backed by a leading South Korean technology company that selected Penguin to design, build, deploy, and manage an NVIDIA GB300 NVL72-based platform.

•Won a publicly traded neocloud customer with more than $3 billion in signed, multi-year contracts to provide AI infrastructure deployment and 24x7 operations services, supported by ClusterWareAI™, our AI factory operating system software.

•Won a neocloud customer with $10 billion in contracted compute from a leading AI lab. The customer selected Penguin to deploy and operate a 36,000-GPU AI factory in Norway. This multi-year engagement demonstrates the scale and capabilities of our AI Factory Platform.

•Won another neocloud customer, Lektra, which selected our AI Factory Platform to deploy and optimize distributed AI micro data centers powered by existing carbon-free energy. We provide validated reference designs, NVIDIA-based AI compute, and expert services with ClusterWareAI and support.

Key Product Innovation and Company Milestones

•Advanced ClusterWareAI with new self-managing agentic AI capabilities, building on the AI Factory Operations Agent introduced last quarter. ClusterWareAI now automatically detects and remediates GPU performance issues across inference environments, helping customers maintain higher uptime and reduce operational overhead as they scale AI workloads.

•Continued investment in new CXL memory expansion products to support strengthening bookings.

•Closed an oversubscribed $750 million convertible senior notes offering due 2031, with favorable economic terms including a 0% coupon.

•Established a new relationship with an additional AI Infrastructure supplier to improve component availability and support growing demand.

•Established a new supply arrangement with a leading memory supplier to improve supply availability and support growing AI-driven memory demand in the data center.

Fiscal 2026 Highlights

•Net sales of $1.73 billion, up 26% year over year

•Operating income of $166 million, up 185% year over year

•Record Non-GAAP operating income of $241 million, up 44% year over year

•Record net income of $181 million, up 611% year over year

•Record adjusted EBITDA of $256 million, up 37% year over year

•Diluted EPS of $2.60 versus $0.28 in the prior year, up 829% year over year

•Non-GAAP diluted EPS of $2.87 versus $1.90 in the prior year, up 51% year over year

Raising Fiscal 2027 Outlook

Penguin Solutions is providing an updated financial outlook for full-year fiscal 2027 that exceeds the preliminary view provided during its third-quarter fiscal 2026 earnings call, which called for net sales and non-GAAP diluted EPS growth of approximately 30% year over year from the midpoint of the then-current fiscal 2026 outlook, representing fiscal 2027 net sales of $2.17 billion at the midpoint.

Penguin Solutions now expects fiscal 2027 net sales of approximately $2.43 billion at the midpoint, representing growth of approximately 40%, plus or minus 10 percentage points. The Company also expects diluted EPS of $3.50 and non-GAAP diluted EPS of $4.45, representing year-over-year growth of approximately 35% and 55%, respectively.

Annual Financial Results

GAAP (1)

Non-GAAP (2)

(in thousands, except per share amounts) FY26 FY25 FY26 FY25

Net sales:

Advanced Computing $ 558,789  $ 648,417  $ 558,789  $ 648,417

Integrated Memory 924,001  464,249  924,001  464,249

Optimized LED 248,678  256,128  248,678  256,128

Total net sales $ 1,731,468  $ 1,368,794  $ 1,731,468  $ 1,368,794

Gross profit $ 478,925  $ 394,274  $ 507,862  $ 424,600

Operating income 165,596  58,135  240,962  167,652

Net income attributable to Penguin Solutions 180,615  25,391  190,182  120,325

Diluted earnings per share $ 2.60  $ 0.28  $ 2.87  $ 1.90

Quarterly Financial Results

GAAP (1)

Non-GAAP (2)

(in thousands, except per share amounts) Q4-26 Q3-26 Q4-25 Q4-26 Q3-26 Q4-25

Net sales:

Advanced Computing $ 154,039  $ 137,583  $ 138,336  $ 154,039  $ 137,583  $ 138,336

Integrated Memory 340,784  275,067  132,159  340,784  275,067  132,159

Optimized LED 71,862  66,063  67,427  71,862  66,063  67,427

Total net sales $ 566,685  $ 478,713  $ 337,922  $ 566,685  $ 478,713  $ 337,922

Gross profit $ 155,900  $ 133,214  $ 96,731  $ 163,275  $ 134,750  $ 104,317

Operating income 69,462  50,863  12,448  89,796  64,384  39,170

Net income attributable to Penguin Solutions 93,204  44,689  9,431  71,438  52,246  28,843

Diluted earnings per share $ 1.29  $ 0.68  $ 0.11  $ 1.00  $ 0.84  $ 0.43

(1)GAAP represents U.S. Generally Accepted Accounting Principles.

(2)Non-GAAP represents GAAP excluding the impact of certain activities. Further information regarding the Company’s use of non-GAAP measures and reconciliations between GAAP and non-GAAP measures are included within this press release.

Business Outlook

As of October 6, 2026, Penguin Solutions is providing the following financial outlook for fiscal year 2027:

Outlook

GAAP

Outlook

Adjustments

Non-GAAP

Outlook

Net sales 40% YoY Growth +/-10% — 40% YoY Growth +/-10%

Gross margin 27% +/- 2% 1% (A) 28% +/- 2%

Operating expenses $329 million +/- $10 million ($54) million (B)(C) $275 million +/- $10 million

Diluted earnings per share $3.50 +/- $0.70 $0.95 (A)(B)(C)(D)(E) $4.45 +/- $0.70

Diluted shares 63 million — 63 million

Non-GAAP adjustments (in millions)

(A) Stock-based compensation and amortization of acquisition-related intangibles included in cost of sales $ 30

(B) Stock-based compensation and amortization of acquisition-related intangibles included in R&D and SG&A 46

(C) Other operating adjustments 8

(D) Estimated income tax effects

(17)

(E) Estimated effect of allocation of earnings to participating securities

(7)

$ 60

Fourth Quarter and Full-Year Fiscal 2026 Earnings Conference Call and Webcast Details

Penguin Solutions will hold a conference call and webcast to discuss the fourth quarter and full-year fiscal 2026 results and related matters today, October 6, 2026, at 1:30 p.m. Pacific Time (4:30 p.m. Eastern Time). Interested parties may access the call by registering online at https://events.q4inc.com/attendee/198397741, at which time registrants will receive dial-in information as well as a conference ID. The live webcast will also be accessible from the Penguin Solutions investor relations website https://ir.penguinsolutions.com/investors/default.aspx on the Events page, along with the related earnings press release and slide presentation. The webcast replay will be

made available on the Quarterly Results page after the call concludes. An archived version of the webcast will be available on the Penguin Solutions investor relations website for approximately one year after the webcast date.

Use of Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995 that are not historical in nature, that are predictive or that depend upon or refer to future events or conditions. These statements may include, but are not limited to, statements concerning or regarding future events and the future financial and operating performance of Penguin Solutions; statements regarding the extent and timing of and expectations regarding Penguin Solutions’ future net sales, sales mix, profitability, operating leverage, and expenses; statements regarding Penguin Solutions’ business momentum and emerging leadership position; statements regarding AI-related demand, customer pipeline, bookings, backlog and the conversion of backlog to net sales, the expected scope, timing, and benefits of customer engagements and deployments, market opportunities, industry trends and product development, roadmap, capabilities and performance; statements regarding supply arrangements and component availability; statements regarding working capital, liquidity, capital expenditures and capital structure; statements regarding projected demand for fiscal year 2027 and beyond; statements regarding long-term effective tax rates; and statements regarding the business and financial outlook for fiscal year 2027, including the information under “Business Outlook” above.

These statements can be identified by the fact that they do not relate strictly to historical or current facts. Forward-looking statements often use words such as “anticipate,” “target,” “expect,” “estimate,” “intend,” “plan,” “goal,” “believe,” “could,” and other words of similar meaning. Forward-looking statements provide our current expectations or forecasts of future events, circumstances, results or aspirations and are subject to a number of significant risks, uncertainties and other factors, many of which are outside of our control, including but not limited to: global business and economic conditions, including the impact on the financial condition of our customers, particularly in challenging macroeconomic environments; growth and demand trends in technology industries (including trends and markets related to artificial intelligence), our customer markets and various geographic regions; uncertainties in the geopolitical environment, including those related to global conflicts, such as those in the Middle East and Ukraine, and the global effects thereof on international relations, transport, and trade; our ability to manage our cost structure; disruptions in our operations or supply chain as a result of global pandemics, tariffs, disruptions at our suppliers, or other factors; changes in trade regulations and tariffs or adverse developments in international trade relations and agreements; changes in currency exchange rates; overall information technology spending, including changes in customer spending on our products and services; appropriations for government spending; the success of our strategic initiatives including the U.S. Domestication (as defined below) and our ability to realize the anticipated benefits thereof, our rebranding and related strategy, any existing or potential collaborations and additional investments in new products and additional capacity; acquisitions of companies or technologies and the failure to successfully integrate and operate them or customers’ negative reactions to them; failure to achieve the intended benefits of the sale of Zilia Technologies Indústria e Comércio de Componentes Eletrônicos Ltda. (formerly SMART Modular Technologies do Brasil - Indústria e Comércio de Componentes Ltda.) and its business; the impact of and expected timing of winding down the manufacturing and discontinuing the sale of products offered through our Penguin Edge business; limitations on or changes in the availability of supply of materials and components; fluctuations in material costs; the temporary or volatile nature of pricing trends in memory or elsewhere; deterioration in customer relationships; our dependence on a select number of customers, and the timing and volume of customer orders and renewals; the impact of customer churn rates, including discounting and churn of significant customers from whom we derive a significant percentage of our revenue; changes in customer demand and sales mix; production or manufacturing difficulties; competitive factors; technological changes; difficulties with, or delays in, the introduction of new products; slowing or contraction of growth in the memory market, LED market or other markets in which we participate; changes to applicable tax regimes or rates; changes to the valuation allowance for our deferred tax assets, including any potential inability to realize these assets in the future; prices for the end products of our customers; strikes or labor disputes; deterioration in or loss of relations with any of our limited number of key vendors; the inability to maintain or expand government business; potential sales of our common stock by the holder of our issued convertible preferred stock or the anticipation of such sales; and the continuing availability of

borrowings under revolving lines of credit or other debt arrangements and our ability to raise capital through debt or equity financings.

These and other risks, uncertainties and factors are described in greater detail under the sections titled “Risk Factors,” “Critical Accounting Estimates,” “Results of Operations,” “Quantitative and Qualitative Disclosures About Market Risk” and “Liquidity and Capital Resources” contained in the Annual Report on Form 10-K for the fiscal year ended August 29, 2025, as updated by the risk factors, if any, contained in our Quarterly Reports on Form 10-Q and in our other filings with the U.S. Securities and Exchange Commission (the “SEC”). Such risks, uncertainties and factors as outlined above and in such filings could cause our actual results to be materially different from such forward-looking statements. Accordingly, investors are cautioned not to place undue reliance on any forward-looking statements. Any forward-looking statements that we make in this press release speak only as of the date of this press release. Except as required by law, we do not undertake to update the forward-looking statements contained in this press release to reflect the impact of circumstances or events that may arise after the date that the forward-looking statements were made.

Statement Regarding Use of Non-GAAP Financial Measures

This press release and the accompanying tables contain the following non-GAAP financial measures: non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating income, non-GAAP operating margin, non-GAAP effective tax rate, non-GAAP net income attributable to Penguin Solutions, non-GAAP income available for distribution, non-GAAP net income available to common stockholders, non-GAAP weighted-average shares outstanding, non-GAAP diluted earnings per share and adjusted EBITDA. Penguin Solutions’ management uses these non-GAAP measures to supplement Penguin Solutions’ financial results under GAAP. Management uses these measures to analyze its operations and make decisions as to future operational plans and believes that this supplemental non-GAAP information is useful to investors in analyzing and assessing the Company’s past and future operating performance. These non-GAAP measures exclude certain items, such as stock-based compensation expense; amortization of acquisition-related intangible assets (consisting of amortization of developed technology, customer relationships and trademarks/trade names and backlog acquired in connection with business combinations); inventory write-off, stolen in-transit shipment, net of insurance recovery; cost of sales-related restructuring; diligence, acquisition and integration expense; redomiciliation costs; restructuring charges; (gain) loss on disposition of equity investments; (gain) loss on non-marketable equity investments; impairment of goodwill; (gains) losses from changes in foreign currency exchange rates; amortization of debt issuance costs; (gain) loss on extinguishment or prepayment of debt; inducement expense associated with conversions of the 2029 and 2030 Notes; other infrequent or unusual items and related tax effects and other tax adjustments. While amortization of acquisition-related intangible assets is excluded, the revenues from acquired companies are reflected in the Company’s non-GAAP measures and these intangible assets contribute to revenue generation. Management believes the presentation of operating results that exclude certain items provides useful supplemental information to investors and facilitates the analysis of the Company’s core operating results and comparison of operating results across reporting periods. Management also uses adjusted EBITDA, which represents GAAP net income (loss), adjusted for net interest expense; income tax provision (benefit); depreciation expense and amortization of intangible assets; stock-based compensation expense; inventory write-off, stolen in-transit shipment, net of insurance recovery; cost of sales-related restructuring; diligence, acquisition and integration expense; redomiciliation costs; (gain) loss on dispositions of equity investments; (gain) loss on non-marketable equity investments; impairment of goodwill; restructuring charges; loss on extinguishment or prepayment of debt; inducement expense associated with conversions of the 2029 and 2030 Notes and other infrequent or unusual items.

Our GAAP effective tax rate can vary significantly from quarter to quarter based on a variety of factors, including, but not limited to, discrete items which are recorded in the period they occur, the tax effects of certain items of income or expense, significant changes in our geographic earnings mix or changes to our strategy or business operations. We are unable to predict the timing and amounts of these items, which could significantly impact our GAAP effective tax rate, and therefore we are unable to reconcile our forward-looking non-GAAP effective tax rate measure to our GAAP effective tax rate.

Non-GAAP financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP, as they exclude important information about Penguin Solutions’ financial results, as noted above. The presentation of these adjusted amounts varies from amounts presented in accordance with GAAP and therefore may not be comparable to amounts reported by other companies. In addition, adjusted EBITDA does not purport to represent cash flow provided by, or used for, operating activities in accordance with GAAP and should not be used as a measure of liquidity. Investors are encouraged to review the “Reconciliation of GAAP to Non-GAAP Measures” tables below.

Explanatory Note

On June 30, 2025, we completed the redomiciliation of the parent company of our corporate group, Penguin Solutions (Cayman), Inc. (formerly known as Penguin Solutions, Inc.), a Cayman Islands exempted company (“Penguin Solutions Cayman”), from the Cayman Islands to the State of Delaware in the United States, resulting in Penguin Solutions, Inc., a Delaware corporation (“Penguin Solutions Delaware”), becoming our publicly traded parent company (the “U.S. Domestication”). Penguin Solutions Delaware is the successor issuer to Penguin Solutions Cayman. The U.S. Domestication was approved by the shareholders of Penguin Solutions Cayman and effected via a court-sanctioned scheme of arrangement under Cayman Islands law, pursuant to which each ordinary share of Penguin Solutions Cayman was exchanged for one share of common stock of Penguin Solutions Delaware, and each convertible preferred share of Penguin Solutions Cayman was exchanged for one share of convertible preferred stock of Penguin Solutions Delaware. Additional information about the U.S. Domestication was included in Penguin Solutions Cayman’s definitive proxy statement on Schedule 14A, filed with the SEC on May 2, 2025.

As used in this press release, unless stated otherwise or the context requires otherwise, the terms “Penguin Solutions,” “Company,” “we,” “our,” “us” or similar terms (i) for periods prior to the consummation of the U.S. Domestication, refer to Penguin Solutions Cayman and its consolidated subsidiaries and (ii) for periods at or after the consummation of the U.S. Domestication, refer to Penguin Solutions Delaware and its consolidated subsidiaries. Throughout this press release, we refer to our equity securities (i) for periods prior to the consummation of the U.S. Domestication, as ordinary shares and/or convertible preferred shares and (ii) for periods at or after the consummation of the U.S. Domestication, as shares of common stock and/or shares of convertible preferred stock.

About Penguin Solutions

Penguin Solutions is the AI Factory Platform Company. We design, build, and manage next-generation data centers for enterprises, sovereign AI initiatives, and neocloud providers.

With deep design expertise at the intersection of data center AI infrastructure and memory solutions, our Full-Stack AI Factory Platform combines differentiated infrastructure software, advanced memory, compute systems, end-to-end services, and industry-leading partner technologies to help customers accelerate deployment, optimize token economics, and maximize the return on their AI investments.

Learn more at PenguinSolutions.com.

Penguin Solutions, Inc.

Consolidated Statements of Operations

(In thousands, except per share amounts)

(Unaudited)

Three Months Ended Year Ended

August 28,

2026 May 29,

2026 August 29,

2025 August 28,

2026 August 29,

2025

Net sales:

Advanced Computing $ 154,039  $ 137,583  $ 138,336  $ 558,789  $ 648,417

Integrated Memory 340,784  275,067  132,159  924,001  464,249

Optimized LED 71,862  66,063  67,427  248,678  256,128

Total net sales 566,685  478,713  337,922  1,731,468  1,368,794

Cost of sales 410,785  345,499  241,191  1,252,543  974,520

Gross profit 155,900  133,214  96,731  478,925  394,274

Operating expenses:

Research and development 22,024  21,984  19,861  81,677  79,801

Selling, general and administrative 59,927  59,404  58,602  220,412  238,177

Impairment of goodwill —  —  4,690  —  16,063

Other operating expense 4,487  963  1,130  11,240  2,098

Total operating expenses 86,438  82,351  84,283  313,329  336,139

Operating income 69,462  50,863  12,448  165,596  58,135

Non-operating (income) expense:

Interest (income) expense, net (980) 650  153  438  7,305

Other non-operating (income) expense 33,028  (3,485) 2,941  13,235  1,929

Total non-operating (income) expense 32,048  (2,835) 3,094  13,673  9,234

Income before taxes 37,414  53,698  9,354  151,923  48,901

Income tax (benefit) provision (57,595) 7,515  (1,196) (33,865) 20,066

Net income 95,009  46,183  10,550  185,788  28,835

Net income attributable to noncontrolling interest 1,805  1,494  1,119  5,173  3,444

Net income attributable to Penguin Solutions 93,204  44,689  9,431  180,615  25,391

Preferred stock dividends 3,034  3,033  3,034  12,133  8,667

Income available for distribution 90,170  41,656  6,397  168,482  16,724

Income allocated to participating securities 8,903  4,448  666  17,394  1,263

Net income available to common stockholders $ 81,267  $ 37,208  $ 5,731  $ 151,088  $ 15,461

Earnings per share:

Basic $ 1.46  $ 0.73  $ 0.11  $ 2.85  $ 0.29

Diluted $ 1.29  $ 0.68  $ 0.11  $ 2.60  $ 0.28

Common stock used in per share calculations:

Basic 55,645  50,998  52,553  52,952  53,154

Diluted 64,040  55,063  54,371  58,825  54,368

Penguin Solutions, Inc.

Reconciliation of GAAP to Non-GAAP Measures

(In thousands, except percentages)

(Unaudited)

Three Months Ended Year Ended

August 28,

2026 May 29,

2026 August 29,

2025 August 28,

2026 August 29,

2025

GAAP gross profit $ 155,900  $ 133,214  $ 96,731  $ 478,925  $ 394,274

Stock-based compensation expense 1,463  1,411  1,324  5,782  6,136

Amortization of acquisition-related intangibles 5,912  5,908  5,920  23,638  23,644

Inventory write-off, stolen in-transit shipment, net of insurance recovery —  (5,783) —  —  —

Cost of sales-related restructuring —  —  342  (483) 746

Other —  —  —  —  (200)

Non-GAAP gross profit $ 163,275  $ 134,750  $ 104,317  $ 507,862  $ 424,600

GAAP gross margin 27.5  % 27.8  % 28.6  % 27.7  % 28.8  %

Effect of adjustments 1.3  % 0.3  % 2.3  % 1.6  % 2.2  %

Non-GAAP gross margin 28.8  % 28.1  % 30.9  % 29.3  % 31.0  %

GAAP operating expenses $ 86,438  $ 82,351  $ 84,283  $ 313,329  $ 336,139

Stock-based compensation expense (5,157) (8,585) (6,490) (26,033) (35,040)

Amortization of acquisition-related intangibles (1,316) (1,316) (1,885) (5,831) (11,194)

Diligence, acquisition and integration expense (858) (1,058) (133) (1,916) (1,829)

Redomiciliation costs —  —  (2,734) —  (10,038)

Impairment of goodwill —  —  (4,690) —  (16,063)

Restructuring charges (4,487) (963) (1,130) (11,240) (2,098)

Other (1,141) (63) (2,074) (1,409) (2,929)

Non-GAAP operating expenses $ 73,479  $ 70,366  $ 65,147  $ 266,900  $ 256,948

GAAP operating income $ 69,462  $ 50,863  $ 12,448  $ 165,596  $ 58,135

Stock-based compensation expense 6,620  9,996  7,814  31,815  41,176

Amortization of acquisition-related intangibles 7,228  7,224  7,805  29,469  34,838

Inventory write-off, stolen in-transit shipment, net of insurance recovery —  (5,783) —  —  —

Cost of sales-related restructuring —  —  342  (483) 746

Diligence, acquisition and integration expense 858  1,058  133  1,916  1,829

Redomiciliation costs —  —  2,734  —  10,038

Impairment of goodwill —  —  4,690  —  16,063

Restructuring charges 4,487  963  1,130  11,240  2,098

Other

1,141  63  2,074  1,409  2,729

Non-GAAP operating income $ 89,796  $ 64,384  $ 39,170  $ 240,962  $ 167,652

GAAP operating margin 12.3  % 10.6  % 3.7  % 9.6  % 4.2  %

Effect of adjustments 3.5  % 2.8  % 7.9  % 4.3  % 8.0  %

Non-GAAP operating margin 15.8  % 13.4  % 11.6  % 13.9  % 12.2  %

Penguin Solutions, Inc.

Reconciliation of GAAP to Non-GAAP Measures, Continued

(In thousands, except percentages)

(Unaudited)

Three Months Ended Year Ended

August 28,

2026 May 29,

2026 August 29,

2025 August 28,

2026 August 29,

2025

GAAP effective tax rate (153.9) % 14.0  % (12.8) % (22.3) % 41.0  %

Effect of adjustments 173.9  % 3.3  % 37.8  % 42.3  % (16.0) %

Non-GAAP effective tax rate 20.0  % 17.3  % 25.0  % 20.0  % 25.0  %

GAAP net income attributable to Penguin Solutions $ 93,204  $ 44,689  $ 9,431  $ 180,615  $ 25,391

Stock-based compensation expense 6,620  9,996  7,814  31,815  41,176

Amortization of acquisition-related intangibles 7,228  7,224  7,805  29,469  34,838

Inventory write-off, stolen in-transit shipment, net of insurance recovery —  (5,783) —  —  —

Cost of sales-related restructuring —  —  342  (483) 746

Diligence, acquisition and integration expense 858  1,058  133  1,916  1,829

Redomiciliation costs —  —  2,734  —  10,038

Loss on non-marketable equity investment —  —  —  10,000  —

Impairment of goodwill —  —  4,690  —  16,063

Gain on disposition of equity investment (14) (3,892) —  (30,942) —

Restructuring charges 4,487  963  1,130  11,240  2,098

Amortization of debt issuance costs 836  576  674  2,728  3,493

Loss on extinguishment or prepayment of debt —  —  2,908  —  2,908

Inducement expense associated with conversions of 2029 and 2030 Notes 33,248  —  —  33,248  —

Foreign currency (gains) losses (263) 1,080  287  1,014  205

Other 1,141  63  2,074  2,266  2,729

Income tax effects (1)

(75,907) (3,728) (11,179) (82,704) (21,189)

Non-GAAP net income attributable to Penguin Solutions 71,438  52,246  28,843  190,182  120,325

Preferred stock dividends 3,034  3,033  3,034  12,133  8,667

Non-GAAP income available for distribution 68,404  49,213  25,809  178,049  111,658

Income allocated to participating securities 6,124  5,091  2,639  17,486  8,250

Non-GAAP net income available to common stockholders $ 62,280  $ 44,122  $ 23,170  $ 160,563  $ 103,408

Weighted-average shares outstanding - Diluted:

GAAP weighted-average shares outstanding 64,040  55,063  54,371  58,825  54,368

Adjustment for dilutive securities and capped calls (2,040) (2,226) (838) (2,848) —

Non-GAAP weighted-average shares outstanding 62,000  52,837  53,533  55,977  54,368

(1) The three months and year ended August 29, 2025 include ($8,249) as a one-time tax effect of the U.S. Domestication completed in the fourth quarter of fiscal 2025.

Penguin Solutions, Inc.

Reconciliation of GAAP to Non-GAAP Measures, Continued

(In thousands, except per share amounts)

(Unaudited)

Three Months Ended Year Ended

August 28,

2026 May 29,

2026 August 29,

2025 August 28,

2026 August 29,

2025

Diluted earnings per share:

GAAP diluted earnings per share $ 1.29  $ 0.68  $ 0.11  $ 2.60  $ 0.28

Effect of adjustments (0.29) 0.16  0.32  0.27  1.62

Non-GAAP diluted earnings per share $ 1.00  $ 0.84  $ 0.43  $ 2.87  $ 1.90

Net income attributable to Penguin Solutions $ 93,204  $ 44,689  $ 9,431  $ 180,615  $ 25,391

Interest (income) expense, net (980) 650  153  438  7,305

Income tax (benefit) provision (57,595) 7,515  (1,196) (33,865) 20,066

Depreciation expense and amortization of intangible assets 12,299  12,307  13,206  50,176  56,216

Stock-based compensation expense 6,620  9,996  7,814  31,815  41,176

Inventory write-off, stolen in-transit shipment, net of insurance recovery —  (5,783) —  —  —

Cost of sales-related restructuring —  —  342  (483) 746

Diligence, acquisition and integration expense 858  1,058  133  1,916  1,829

Redomiciliation costs

—  —  2,734  —  10,038

Impairment of goodwill —  —  4,690  —  16,063

Gain on disposition of equity investment (14) (3,892) —  (30,942) —

Restructuring charges 4,487  963  1,130  11,240  2,098

Loss on extinguishment or prepayment of debt —  —  2,908  —  2,908

Inducement expense associated with conversions of 2029 and 2030 Notes 33,248  —  —  33,248  —

Loss on non-marketable equity investment —  —  —  10,000  —

Other

1,141  63  2,074  2,266  2,729

Adjusted EBITDA $ 93,268  $ 67,566  $ 43,419  $ 256,424  $ 186,565

Penguin Solutions, Inc.

Consolidated Balance Sheets

(In thousands)

(Unaudited)

As of August 28,

2026 August 29,

2025

Assets

Cash and cash equivalents $ 647,208  $ 453,754

Accounts receivable, net (including $683 and $— due from related party as of August 28, 2026 and August 29, 2025, respectively)

796,264  307,904

Inventories 748,785  255,182

Other current assets 56,249  47,387

Total current assets 2,248,506  1,064,227

Property and equipment, net 84,244  92,603

Operating lease right-of-use assets 54,237  58,847

Intangible assets, net 59,856  87,754

Goodwill 145,895  145,895

Deferred tax assets 173,389  99,107

Other noncurrent assets 12,007  68,767

Total assets $ 2,778,134  $ 1,617,200

Liabilities, Temporary Equity and Stockholders' Equity

Accounts payable and accrued expenses $ 890,476  $ 318,761

Current debt 53,418  19,945

Deferred revenue 123,283  73,893

Other current liabilities 128,770  61,300

Total current liabilities 1,195,947  473,899

Long-term debt 735,532  441,893

Noncurrent operating lease liabilities 57,896  62,736

Other noncurrent liabilities 48,863  30,445

Total liabilities 2,038,238  1,008,973

Temporary equity 202,710  202,710

Penguin Solutions stockholders’ equity:

Common stock 2,215  1,883

Additional paid-in capital 583,628  551,712

Retained earnings 215,191  46,709

Treasury stock (280,503) (206,076)

Accumulated other comprehensive income 211  18

Total Penguin Solutions stockholders’ equity 520,742  394,246

Noncontrolling interest in subsidiary 16,444  11,271

Total stockholders' equity 537,186  405,517

Total liabilities, temporary equity and stockholders' equity $ 2,778,134  $ 1,617,200

Penguin Solutions, Inc.

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

Three Months Ended Year Ended

August 28,

2026 May 29,

2026 August 29,

2025 August 28,

2026 August 29,

2025

Cash flows from operating activities

Net income $ 95,009  $ 46,183  $ 10,550  $ 185,788  $ 28,835

Adjustments to reconcile net income from continuing operations to cash provided by (used for) operating activities

Depreciation expense and amortization of intangible assets 12,299  12,307  13,206  50,176  56,216

Amortization of debt issuance costs 836  576  674  2,728  3,493

Stock-based compensation expense 6,620  9,996  7,814  31,815  41,176

Loss on impairment of non-marketable equity investment —  —  —  10,000  —

Impairment of goodwill —  —  4,690  —  16,063

Gain on disposition of equity investment (14) (3,892) —  (30,942) —

Loss on extinguishment of debt —  —  2,908  —  2,908

Inducement expense related to the conversion of the 2029 and 2030 Notes 33,248  —  —  33,248  —

Deferred income taxes, net (62,981) 291  (15,234) (62,660) (14,112)

Other 1,443  (377) 176  1,969  (2,293)

Changes in operating assets and liabilities:

Accounts receivable (91,995) (333,660) (15,400) (488,360) (56,160)

Inventories (250,467) (175,958) (70,834) (493,603) (101,610)

Other assets (8,935) 12,708  (6,088) 964  7,653

Accounts payable and accrued expenses and other liabilities 101,801  357,038  (2,894) 606,963  131,014

Net cash provided by (used for) operating activities from continuing operations (163,136) (74,788) (70,432) (151,914) 113,183

Net cash used for operating activities from discontinued operations —  —  —  —  (4,099)

Net cash provided by (used for) operating activities (163,136) (74,788) (70,432) (151,914) 109,084

Penguin Solutions, Inc.

Consolidated Statements of Cash Flows, Continued

(In thousands)

(Unaudited)

Three Months Ended Year Ended

August 28,

2026 May 29,

2026 August 29,

2025 August 28,

2026 August 29,

2025

Cash flows from investing activities

Capital expenditures and deposits on equipment (4,272) (2,841) (2,925) (11,569) (9,012)

Proceeds from disposition of equity investments 14  39,552  —  71,752  —

Purchases of held-to-maturity investment securities —  —  (12,939) —  (59,066)

Proceeds from sales and maturities of investment securities —  —  38,876  —  66,361

Other (761) (492) (645) (2,093) (1,660)

Net cash provided by (used for) investing activities from continuing operations (5,019) 36,219  22,367  58,090  (3,377)

Net cash provided by investing activities from discontinued operations —  —  —  —  28,350

Net cash provided by (used for) investing activities (5,019) 36,219  22,367  58,090  24,973

Cash flows from financing activities

Proceeds from issuance of convertible preferred stock, net of issuance costs —  —  —  —  191,182

Repayments of debt (295,454) —  (300,015) (315,454) (300,015)

Payments to acquire common stock (5,541) (11,752) (3,080) (74,427) (52,320)

Proceeds from restricted cash advances 55,000  38,000  —  93,000  —

Payment of preferred stock cash dividends (3,133) (2,900) (2,760) (12,233) (7,860)

Net cash paid for purchase of capped calls (49,125) —  —  (49,125) —

Repayments of borrowings under line of credit (100,000) —  —  (100,000) —

Proceeds from debt 750,000  —  —  750,000  —

Payment of debt issuance costs (14,841) —  —  (14,841) —

Proceeds from issuance of common stock 156  4,350  1,058  10,358  8,804

Proceeds from borrowing under line of credit —  —  100,000  —  100,000

Other —  —  (3,255) —  (3,255)

Net cash provided by (used for) financing activities 337,062  27,698  (208,052) 287,278  (63,464)

Net increase (decrease) in cash, cash equivalents and restricted cash 168,907  (10,871) (256,117) 193,454  70,593

Cash, cash equivalents and restricted cash at beginning of period 478,617  489,488  710,187  454,070  383,477

Cash, cash equivalents and restricted cash at end of period $ 647,524  $ 478,617  $ 454,070  $ 647,524  $ 454,070

Investor Contact PR Contact

Lana Adair Lerin O’Neill

Investor Relations Corporate Communications & Public Relations

ir@penguinsolutions.com 408-832-7083

pr@penguinsolutions.com

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