Form 8-K

8-K — Penguin Solutions, Inc.

Accession: 0001616533-26-000041

Filed: 2026-07-07

Period: 2026-07-07

CIK: 0001616533

SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — peng-20260707.htm (Primary)

EX-99.1 (pengq3-26form8xkxex991.htm)

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8-K

8-K (Primary)

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0001616533FALSE00016165332026-07-072026-07-07

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 7, 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. ☐

Item 2.02 Results of Operations and Financial Condition.

On July 7, 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 third quarter of 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 Reports Q3 Fiscal 2026 Financial Results” issued by Penguin Solutions, Inc. on July 7, 2026

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

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: July 7, 2026

Penguin Solutions, Inc.

By: /s/ Nate Olmstead

Nate Olmstead

Senior Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer)

EX-99.1

Filename: pengq3-26form8xkxex991.htm · Sequence: 2

Document

Exhibit 99.1

Press Release

FOR IMMEDIATE RELEASE

PENGUIN SOLUTIONS REPORTS Q3 FISCAL 2026 FINANCIAL RESULTS

Delivers Record Quarterly Results and Raises Full-Year Outlook for Both Net Sales and EPS, Reflecting AI-Driven Demand

Fremont, Calif. – July 7, 2026 – Penguin Solutions, Inc. (“Penguin Solutions,” “we,” “us,” or the “Company”) (Nasdaq: PENG) today reported financial results for the third quarter of fiscal 2026.

Third Quarter Financial Highlights

•Record net sales of $479 million, up 48% versus the year-ago quarter

•Record Q3 GAAP operating income of $51 million, up 417% versus the year-ago quarter

•Record Q3 Non-GAAP operating income of $64 million, up 67% versus the year-ago quarter

•Q3 GAAP diluted EPS of $0.68 versus $(0.01) in the year-ago quarter

•Q3 Non-GAAP diluted EPS of $0.84 versus $0.47 in the year-ago quarter, an increase of 79%

“Penguin Solutions delivered a record quarter, exceeding expectations for both net sales and EPS. This profitable growth acceleration reinforces our confidence that our AI Factory Platform strategy is working. Integrated Memory net sales more than doubled year over year, and our AI Infrastructure business continued to build momentum, reflecting strong demand and execution across our memory and AI Infrastructure portfolio,” said Kash Shaikh, CEO of Penguin Solutions.

“We are seeing very strong AI-driven customer demand for memory and AI infrastructure solutions. As inference and agentic AI workloads become more persistent and context-rich, memory is increasingly becoming one of the primary performance and scalability bottlenecks. Penguin is well positioned at the intersection of memory and AI infrastructure to help customers address these evolving requirements. Given robust demand and disciplined execution, we are raising our full-year outlook for both net sales and EPS.”

Third Quarter Business Highlights

Customer Wins Across Integrated Memory and AI Infrastructure:

•Continued to execute our land-and-expand strategy, converting new customer wins into expanded commercial relationships across both Integrated Memory and AI Infrastructure.

•Integrated Memory: Across the trailing four quarters from Q3-25 to Q2-26, we added 16 new logos, and five of those customers subsequently increased their business with us.

•AI Infrastructure: Added four new AI Infrastructure customer logos in Q3. Across the trailing four quarters from Q3-25 to Q2-26, we added 13 new logos, and seven of those customers subsequently increased their business with us.

Key Technology and Market Leadership Milestones for Penguin’s AI Factory Platform:

•Recognized as Dell Technologies Global Alliances Americas AI Partner of the Year, highlighting Penguin’s role in delivering full-stack AI Factory Platforms that combine infrastructure software, advanced memory technologies, compute systems, and services.

•Became an NVIDIA AI Factory Specialized Partner, recognizing Penguin’s expertise in designing, building, deploying, and managing full-stack AI factory infrastructure for enterprise, sovereign AI, and neocloud environments.

•Expanded ClusterWareAI operating system software for AI factories with AI-powered operations. The new AI Factory Operations Agent provides administrators with a conversational interface using natural language queries. This agent is the first in a planned family of agentic AI-powered agents designed to automate AI cluster operations with a human-in-the-loop approach.

Raised Fiscal 2026 Outlook

Penguin Solutions is further raising its previously-issued improved financial outlook for full-year fiscal 2026, and as of July 7, 2026, expects both net sales and diluted EPS for full-year fiscal 2026 to be above the high end of its previously-issued outlook ranges. Supported by very strong agentic AI-driven customer demand across its Integrated Memory and AI Infrastructure businesses, Penguin Solutions now expects full-year fiscal 2026 net sales growth of 22% plus or minus 2%, full-year GAAP EPS of $1.97 plus or minus 5 cents, and full-year non-GAAP EPS of $2.60 plus or minus 5 cents.

Quarterly Financial Results

GAAP (1)

Non-GAAP (2)

(in thousands, except per share amounts) Q3-26 Q2-26 Q3-25 Q3-26 Q2-26 Q3-25

Net sales:

Advanced Computing $ 137,583 $ 115,715 $ 132,498 $ 137,583 $ 115,715 $ 132,498

Integrated Memory 275,067 171,629 130,124 275,067 171,629 130,124

Optimized LED 66,063 55,655 61,629 66,063 55,655 61,629

Total net sales $ 478,713 $ 342,999 $ 324,251 $ 478,713 $ 342,999 $ 324,251

Gross profit $ 133,214 $ 93,702 $ 95,083 $ 134,750 $ 106,916 $ 102,753

Operating income 50,863 25,689 9,843 64,384 45,254 38,474

Net income attributable to Penguin Solutions 44,689 37,452 2,661 52,246 34,107 31,128

Diluted earnings (loss) per share $ 0.68 $ 0.58 $ (0.01) $ 0.84 $ 0.52 $ 0.47

(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 July 7, 2026, Penguin Solutions is providing the following financial outlook for fiscal year 2026:

Updated Outlook

GAAP

Outlook

Adjustments

Non-GAAP

Outlook

Net sales 22% YoY Growth +/-2% — 22% YoY Growth +/-2%

Gross margin 26.5% +/- 0.5% 2% (A) 28.5% +/- 0.5%

Operating expenses $303 million +/- $5 million ($43) million (B)(C) $260 million +/- $5 million

Diluted earnings per share $1.97 +/- $0.05 $0.63 (A)(B)(C)(D)(E)(F) $2.60 +/- $0.05

Diluted shares 59 million (3) million 56 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 33

(D) Other non-operating adjustments (1)

(20)

(E) Estimated income tax effects (13)

(F) Estimated effect of allocation of earnings to participating securities (5)

$ 35

(1)Primarily reflects net gains associated with non-marketable equity investments.

Previous Outlook

GAAP

Outlook

Adjustments

Non-GAAP

Outlook

Net sales 12% YoY Growth +/-5% — 12% YoY Growth +/-5%

Gross margin 26% +/- 0.5% 2% (A) 28% +/- 0.5%

Operating expenses $310 million +/- $5 million ($60) million (B)(C) $250 million +/- $5 million

Diluted earnings per share $1.30 +/- $0.15 $0.85 (A)(B)(C)(D)(E)(F) $2.15 +/- $0.15

Diluted shares 53 million — 53 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 50

(D) Other non-operating adjustments (1)

(20)

(E) Estimated income tax effects (18)

(F) Estimated effect of allocation of earnings to participating securities (7)

$ 45

(1)Primarily reflects net gains associated with non-marketable equity investments.

Third Quarter Fiscal 2026 Earnings Conference Call and Webcast Details

Penguin Solutions will hold a conference call and webcast to discuss the third quarter fiscal 2026 results and related matters today, July 7, 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/735199556, 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 and expenses; statements regarding Penguin Solutions’ strategic transformation, business momentum, and emerging leadership position; statements regarding AI-related demand, customer pipeline, market opportunities, industry trends and product performance; statements regarding projected demand for the fourth quarter of fiscal year 2026 and beyond; statements regarding long-term effective tax rates; and statements regarding the business and financial outlook for fiscal year 2026 described 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; changes in the fair value of contingent consideration; (gains) losses from changes in foreign currency exchange rates; amortization of debt issuance costs; (gain) loss on extinguishment or prepayment of debt; 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 of debt 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 a leading provider of memory and AI infrastructure, powering the AI factories of the future for enterprises, sovereign AI initiatives, and neocloud providers.

Built on decades of engineering expertise at the intersection of memory and AI/HPC infrastructure, we bring together differentiated infrastructure software, advanced memory, compute systems, end-to-end services, and industry-leading partner solutions in a full-stack AI factory platform designed to help customers deploy and scale AI workloads with speed and precision.

Headquartered in Silicon Valley, California, we operate globally through our network of R&D, manufacturing, and sales locations. Learn more at PenguinSolutions.com.

Penguin Solutions, Inc.

Consolidated Statements of Operations

(In thousands, except per share amounts)

(Unaudited)

Three Months Ended Nine Months Ended

May 29,

2026 February 27,

2026 May 30,

2025 May 29,

2026 May 30,

2025

Net sales:

Advanced Computing $ 137,583 $ 115,715 $ 132,498 $ 404,750 $ 510,081

Integrated Memory 275,067 171,629 130,124 583,217 332,090

Optimized LED 66,063 55,655 61,629 176,816 188,701

Total net sales 478,713 342,999 324,251 1,164,783 1,030,872

Cost of sales 345,499 249,297 229,168 841,758 733,329

Gross profit 133,214 93,702 95,083 323,025 297,543

Operating expenses:

Research and development 21,984 18,976 20,222 59,653 59,940

Selling, general and administrative 59,404 47,989 59,724 160,485 179,575

Impairment of goodwill — — 5,294 — 11,373

Other operating expense 963 1,048 — 6,753 968

Total operating expenses 82,351 68,013 85,240 226,891 251,856

Operating income 50,863 25,689 9,843 96,134 45,687

Non-operating (income) expense:

Interest expense, net 650 721 573 1,418 7,152

Other non-operating (income) expense (3,485) (27,983) (1,439) (19,793) (1,012)

Total non-operating (income) expense (2,835) (27,262) (866) (18,375) 6,140

Income before taxes 53,698 52,951 10,709 114,509 39,547

Income tax provision 7,515 14,410 7,259 23,730 21,262

Net income 46,183 38,541 3,450 90,779 18,285

Net income attributable to noncontrolling interest 1,494 1,089 789 3,368 2,325

Net income attributable to Penguin Solutions 44,689 37,452 2,661 87,411 15,960

Preferred stock dividends 3,033 3,033 3,033 9,099 5,633

Income available for distribution 41,656 34,419 (372) 78,312 10,327

Income allocated to participating securities 4,448 3,594 — 8,210 678

Net income (loss) available to common stockholders $ 37,208 $ 30,825 $ (372) $ 70,102 $ 9,649

Earnings (loss) per share:

Basic $ 0.73 $ 0.59 $ (0.01) $ 1.35 $ 0.18

Diluted $ 0.68 $ 0.58 $ (0.01) $ 1.29 $ 0.18

Common stock used in per share calculations:

Basic 50,998 52,283 53,130 52,051 53,355

Diluted 55,063 53,186 53,738 54,565 54,336

Penguin Solutions, Inc.

Reconciliation of GAAP to Non-GAAP Measures

(In thousands, except percentages)

(Unaudited)

Three Months Ended Nine Months Ended

May 29,

2026 February 27,

2026 May 30,

2025 May 29,

2026 May 30,

2025

GAAP gross profit $ 133,214 $ 93,702 $ 95,083 $ 323,025 $ 297,543

Stock-based compensation expense 1,411 1,522 1,393 4,319 4,812

Amortization of acquisition-related intangibles 5,908 5,909 5,908 17,726 17,724

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

Cost of sales-related restructuring — — 369 (483) 404

Other — — — — (200)

Non-GAAP gross profit $ 134,750 $ 106,916 $ 102,753 $ 344,587 $ 320,283

GAAP gross margin 27.8 % 27.3 % 29.3 % 27.7 % 28.9 %

Effect of adjustments 0.3 % 3.9 % 2.4 % 1.9 % 2.2 %

Non-GAAP gross margin 28.1 % 31.2 % 31.7 % 29.6 % 31.1 %

GAAP operating expenses $ 82,351 $ 68,013 $ 85,240 $ 226,891 $ 251,856

Stock-based compensation expense (8,585) (3,597) (8,858) (20,876) (28,550)

Amortization of acquisition-related intangibles (1,316) (1,600) (2,531) (4,515) (9,309)

Diligence, acquisition and integration expense (1,058) — (296) (1,058) (1,696)

Redomiciliation costs — — (3,702) — (7,304)

Impairment of goodwill — — (5,294) — (11,373)

Restructuring charges (963) (1,048) — (6,753) (968)

Other (63) (106) (280) (268) (855)

Non-GAAP operating expenses $ 70,366 $ 61,662 $ 64,279 $ 193,421 $ 191,801

GAAP operating income $ 50,863 $ 25,689 $ 9,843 $ 96,134 $ 45,687

Stock-based compensation expense 9,996 5,119 10,251 25,195 33,362

Amortization of acquisition-related intangibles 7,224 7,509 8,439 22,241 27,033

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

Cost of sales-related restructuring — — 369 (483) 404

Diligence, acquisition and integration expense 1,058 — 296 1,058 1,696

Redomiciliation costs — — 3,702 — 7,304

Impairment of goodwill — — 5,294 — 11,373

Restructuring charges 963 1,048 — 6,753 968

Other

63 106 280 268 655

Non-GAAP operating income $ 64,384 $ 45,254 $ 38,474 $ 151,166 $ 128,482

GAAP operating margin 10.6 % 7.5 % 3.0 % 8.3 % 4.4 %

Effect of adjustments 2.8 % 5.7 % 8.9 % 4.7 % 8.1 %

Non-GAAP operating margin 13.4 % 13.2 % 11.9 % 13.0 % 12.5 %

Penguin Solutions, Inc.

Reconciliation of GAAP to Non-GAAP Measures, Continued

(In thousands, except per share amounts)

(Unaudited)

Three Months Ended Nine Months Ended

May 29,

2026 February 27,

2026 May 30,

2025 May 29,

2026 May 30,

2025

GAAP effective tax rate 14.0 % 27.2 % 67.8 % 20.7 % 53.8 %

Effect of adjustments 3.3 % (5.2) % (49.4) % (0.7) % (28.8) %

Non-GAAP effective tax rate 17.3 % 22.0 % 18.4 % 20.0 % 25.0 %

GAAP net income attributable to Penguin Solutions $ 44,689 $ 37,452 $ 2,661 $ 87,411 $ 15,960

Stock-based compensation expense 9,996 5,119 10,251 25,195 33,362

Amortization of acquisition-related intangibles 7,224 7,509 8,439 22,241 27,033

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

Cost of sales-related restructuring — — 369 (483) 404

Diligence, acquisition and integration expense 1,058 — 296 1,058 1,696

Redomiciliation costs — — 3,702 — 7,304

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

Impairment of goodwill — — 5,294 — 11,373

Gain on disposition of equity investment (3,892) (27,036) — (30,928) —

Restructuring charges 963 1,048 — 6,753 968

Amortization of debt issuance costs 576 658 916 1,892 2,819

Foreign currency (gains) losses 1,080 (1,015) (1,134) 1,277 (82)

Other 63 106 280 1,125 655

Income tax effects (3,728) 4,483 54 (6,797) (10,010)

Non-GAAP net income attributable to Penguin Solutions 52,246 34,107 31,128 118,744 91,482

Preferred stock dividends 3,033 3,033 3,033 9,099 5,633

Non-GAAP income available for distribution 49,213 31,074 28,095 109,645 85,849

Income allocated to participating securities 5,091 3,195 2,863 11,180 5,545

Non-GAAP net income available to common stockholders $ 44,122 $ 27,879 $ 25,232 $ 98,465 $ 80,304

Weighted-average shares outstanding - Diluted:

GAAP weighted-average shares outstanding 55,063 53,186 53,738 54,565 54,336

Adjustment for dilutive securities and capped calls (2,226) — — (872) —

Non-GAAP weighted-average shares outstanding 52,837 53,186 53,738 53,693 54,336

Penguin Solutions, Inc.

Reconciliation of GAAP to Non-GAAP Measures, Continued

(In thousands, except per share amounts)

(Unaudited)

Three Months Ended Nine Months Ended

May 29,

2026 February 27,

2026 May 30,

2025 May 29,

2026 May 30,

2025

Diluted earnings (loss) per share:

GAAP diluted earnings (loss) per share $ 0.68 $ 0.58 $ (0.01) $ 1.29 $ 0.18

Effect of adjustments 0.16 (0.06) 0.48 0.54 1.30

Non-GAAP diluted earnings per share $ 0.84 $ 0.52 $ 0.47 $ 1.83 $ 1.48

Net income attributable to Penguin Solutions $ 44,689 $ 37,452 $ 2,661 $ 87,411 $ 15,960

Interest expense, net 650 721 573 1,418 7,152

Income tax provision 7,515 14,410 7,259 23,730 21,262

Depreciation expense and amortization of intangible assets 12,307 12,751 14,012 37,877 43,010

Stock-based compensation expense 9,996 5,119 10,251 25,195 33,362

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

Cost of sales-related restructuring — — 369 (483) 404

Diligence, acquisition and integration expense 1,058 — 296 1,058 1,696

Redomiciliation costs

— — 3,702 — 7,304

Impairment of goodwill — — 5,294 — 11,373

Gain on disposition of equity investment (3,892) (27,036) — (30,928) —

Restructuring charges 963 1,048 — 6,753 968

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

Other

63 106 280 1,125 655

Adjusted EBITDA $ 67,566 $ 50,354 $ 44,697 $ 163,156 $ 143,146

Penguin Solutions, Inc.

Consolidated Balance Sheets

(In thousands)

(Unaudited)

As of May 29,

2026 August 29,

2025

Assets

Cash and cash equivalents $ 440,301 $ 453,754

Accounts receivable, net 702,981 307,904

Accounts receivable, net - related party 1,288 —

Inventories 498,318 255,182

Other current assets 85,866 47,387

Total current assets 1,728,754 1,064,227

Property and equipment, net 85,209 92,603

Operating lease right-of-use assets 55,515 58,847

Intangible assets, net 66,536 87,754

Goodwill 145,895 145,895

Deferred tax assets 98,789 99,107

Other noncurrent assets 10,336 68,767

Total assets $ 2,191,034 $ 1,617,200

Liabilities, Temporary Equity and Stockholders' Equity

Accounts payable and accrued expenses $ 802,639 $ 318,761

Current debt 148,401 19,945

Deferred revenue 90,406 73,893

Other current liabilities 78,291 61,300

Total current liabilities 1,119,737 473,899

Long-term debt 294,763 441,893

Noncurrent operating lease liabilities 59,345 62,736

Other noncurrent liabilities 60,779 30,445

Total liabilities 1,534,624 1,008,973

Commitments and contingencies

Temporary equity

Preferred stock, $0.03 par value; authorized 30,000 shares; 200 shares of convertible preferred stock issued and outstanding as of May 29, 2026 and August 29, 2025. Redemption amount of $200,500 as of May 29, 2026 and August 29, 2025.

202,710 202,710

Penguin Solutions stockholders’ equity:

Common stock, $0.03 par value; authorized 200,000 shares; 64,804 shares issued and 51,240 outstanding as of May 29, 2026; 62,756 shares issued and 52,738 outstanding as of August 29, 2025.

1,944 1,883

Additional paid-in capital 587,047 551,712

Retained earnings 125,021 46,709

Treasury stock, 13,564 and 10,018 shares held as of May 29, 2026 and August 29, 2025, respectively

(274,962) (206,076)

Accumulated other comprehensive income 11 18

Total Penguin Solutions stockholders’ equity 439,061 394,246

Noncontrolling interest in subsidiary 14,639 11,271

Total stockholders' equity 453,700 405,517

Total liabilities, temporary equity and stockholders' equity $ 2,191,034 $ 1,617,200

Penguin Solutions, Inc.

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

Three Months Ended Nine Months Ended

May 29,

2026 February 27,

2026 May 30,

2025 May 29,

2026 May 30,

2025

Cash flows from operating activities

Net income $ 46,183 $ 38,541 $ 3,450 $ 90,779 $ 18,285

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

Depreciation expense and amortization of intangible assets 12,307 12,751 14,012 37,877 43,010

Amortization of debt issuance costs 576 658 916 1,892 2,819

Stock-based compensation expense 9,996 5,119 10,251 25,195 33,362

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

Impairment of goodwill — — 5,294 — 11,373

Gain on disposition of equity investment (3,892) (27,036) — (30,928) —

Deferred income taxes, net 291 (55) 959 321 1,122

Other (377) (1,226) (1,040) 526 (2,468)

Changes in operating assets and liabilities:

Accounts receivable (333,660) (28,641) 37,880 (396,365) (40,760)

Inventories (175,958) (109,155) 15,389 (243,136) (30,776)

Other assets 12,708 (1,933) (1,979) 9,899 13,741

Accounts payable and accrued expenses and other liabilities 357,038 165,929 11,788 505,162 133,908

Net cash provided by (used for) operating activities from continuing operations (74,788) 54,952 96,920 11,222 183,616

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

Net cash provided by (used for) operating activities (74,788) 54,952 92,821 11,222 179,517

Cash flows from investing activities

Capital expenditures and deposits on equipment (2,841) (1,603) (1,916) (7,297) (6,087)

Proceeds from sales and maturities of investment securities — — 12,650 — 27,485

Proceeds from disposition of equity investments 39,552 32,186 — 71,738 —

Purchases of held-to-maturity investment securities — — (12,733) — (46,127)

Other (492) (319) (474) (1,332) (1,015)

Net cash provided by (used for) investing activities from continuing operations 36,219 30,264 (2,473) 63,109 (25,744)

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

Net cash provided by investing activities 36,219 30,264 25,877 63,109 2,606

Penguin Solutions, Inc.

Consolidated Statements of Cash Flows, Continued

(In thousands)

(Unaudited)

Three Months Ended Nine Months Ended

May 29,

2026 February 27,

2026 May 30,

2025 May 29,

2026 May 30,

2025

Cash flows from financing activities

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

Repayments of debt — (20,000) — (20,000) —

Payments to acquire common stock (11,752) (36,941) (31,645) (68,886) (49,240)

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

Payment of preferred stock cash dividends (2,900) (3,067) (2,867) (9,100) (5,100)

Proceeds from issuance of common stock 4,350 2,513 4,004 10,202 7,745

Net cash provided by (used for) financing activities 27,698 (57,495) (30,508) (49,784) 144,587

Net increase (decrease) in cash, cash equivalents and restricted cash (10,871) 27,721 88,189 24,547 326,710

Cash, cash equivalents and restricted cash at beginning of period 489,488 461,767 621,998 454,070 383,477

Cash, cash equivalents and restricted cash at end of period $ 478,617 $ 489,488 $ 710,187 $ 478,617 $ 710,187

Investor Contact: PR Contact:

Suzanne Schmidt

Maureen O’Leary

Investor Relations

Corporate Communications

+1-510-360-8596 +1-602-330-6846

ir@penguinsolutions.com

pr@penguinsolutions.com

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