Form 8-K

8-K — Penguin Solutions, Inc.

Accession: 0001616533-26-000028

Filed: 2026-04-01

Period: 2026-04-01

CIK: 0001616533

SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — peng-20260401.htm (Primary)

EX-99.1 (pengq2-26form8xkxex991.htm)

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GRAPHIC (peng-20260401_g1.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: peng-20260401.htm · Sequence: 1

peng-20260401

0001616533FALSE00016165332026-04-012026-04-01

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): April 1, 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 April 1, 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 second 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 Q2 Fiscal 2026 Financial Results” issued by Penguin Solutions, Inc. on April 1, 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: April 1, 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: pengq2-26form8xkxex991.htm · Sequence: 2

Document

Exhibit 99.1

Press Release

FOR IMMEDIATE RELEASE

PENGUIN SOLUTIONS REPORTS Q2 FISCAL 2026 FINANCIAL RESULTS

Raises Full Year Net Sales and EPS Outlook

Fremont, Calif. – April 1, 2026 – Penguin Solutions, Inc. (“Penguin Solutions,” “we,” “us,” or the “Company”) (Nasdaq: PENG) today reported financial results for the second quarter of fiscal 2026.

Second Quarter Fiscal 2026 Highlights

•Net sales of $343 million, down 6% versus the year-ago quarter

•GAAP gross margin of 27.3%, down 130 basis points versus the year-ago quarter

•Non-GAAP gross margin of 31.2%, up 40 basis points versus the year-ago quarter

•GAAP diluted EPS of $0.58 versus $0.09 in the year-ago quarter

•Non-GAAP diluted EPS of $0.52 for the current and year-ago quarters

“Enterprises, governments, and neocloud providers are racing to build AI factories, as platforms scale to power the next generation of inference workloads,” said Kash Shaikh, CEO of Penguin Solutions. “Our AI/HPC pipeline continues to expand, and we added five AI/HPC customers this quarter, including a Tier One financial institution deploying our MemoryAI CXL-based KV cache server. Memory is a critical scaling factor for AI inference, and that aligns with one of our core strengths. Reflecting strong memory demand and disciplined execution, we are raising our full-year net sales and EPS outlook.”

Quarterly Financial Results

GAAP (1)

Non-GAAP (2)

(in thousands, except per share amounts) Q2-26 Q1-26 Q2-25 Q2-26 Q1-26 Q2-25

Net sales:

Advanced Computing $ 115,715 $ 151,452 $ 200,157 $ 115,715 $ 151,452 $ 200,157

Integrated Memory 171,629 136,521 105,260 171,629 136,521 105,260

Optimized LED 55,655 55,098 60,102 55,655 55,098 60,102

Total net sales $ 342,999 $ 343,071 $ 365,519 $ 342,999 $ 343,071 $ 365,519

Gross profit $ 93,702 $ 96,109 $ 104,648 $ 106,916 $ 102,921 $ 112,408

Operating income (loss) 25,689 19,582 18,488 45,254 41,528 49,090

Net income (loss) attributable to Penguin Solutions 37,452 5,270 8,082 34,107 32,391 33,836

Diluted earnings (loss) per share $ 0.58 $ 0.04 $ 0.09 $ 0.52 $ 0.49 $ 0.52

(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 April 1, 2026, Penguin Solutions is providing the following financial outlook for fiscal year 2026:

Updated 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.

Previous Outlook

GAAP

Outlook

Adjustments

Non-GAAP

Outlook

Net sales 6% YoY Growth +/-10% — 6% YoY Growth +/-10%

Gross margin 27% +/- 1% 2% (A) 29% +/- 1%

Operating expenses $307 million +/- $10 million ($57) million (B)(C) $250 million +/- $10 million

Diluted earnings per share $0.85 +/- $0.25 $1.15 (A)(B)(C)(D)(E)(F) $2.00 +/- $0.25

Diluted shares 55 million — 55 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 49

(D) Other non-operating adjustments (1)

(E) Estimated income tax effects (20)

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

$ 63

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

Second Quarter Fiscal 2026 Earnings Conference Call and Webcast Details

Penguin Solutions will hold a conference call and webcast to discuss the second quarter fiscal 2026 results and related matters today, April 1, 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/550562118, 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 and expenses; statements regarding Penguin Solutions’ strategic transformation, divestiture of its remaining interest in Zilia Technologies Indústria e Comércio de Componentes Eletrônicos Ltda., a sociedade limitada governed by the laws of Brazil (“Zilia Technologies”), business momentum, and emerging leadership position; statements regarding AI-related demand, customer pipeline, market opportunities and product performance; statements regarding projected demand for the second half of fiscal year 2026; 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 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; issues, delays or complications in integrating the operations of Stratus Technologies; failure to achieve the intended benefits of the sale of Zilia Technologies and its business, including the sale of our remaining 19% interest therein; 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, 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); acquisition-related inventory adjustments; inventory write-off, stolen in-transit shipment; 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; gain on disposition of equity investment; 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; 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

The most transformative technological advancements are often the hardest to deploy and optimize. Penguin Solutions, the AI factory platform company, has the innovative technologies, skills, experience, and partnerships needed to turn your AI ambitions into reality.

In addition to our AI capabilities, Penguin Solutions offers memory and LED solutions serving a wide range of high-performance and specialized applications.

For more information, visit www.penguinsolutions.com.

Penguin Solutions, Inc.

Consolidated Statements of Operations

(In thousands, except per share amounts)

(Unaudited)

Three Months Ended Six Months Ended

February 27,

2026 November 28,

2025 February 28,

2025 February 27,

2026 February 28,

2025

Net sales:

Advanced Computing $ 115,715 $ 151,452 $ 200,157 $ 267,167 $ 377,583

Integrated Memory 171,629 136,521 105,260 308,150 201,966

Optimized LED 55,655 55,098 60,102 110,753 127,072

Total net sales 342,999 343,071 365,519 686,070 706,621

Cost of sales 249,297 246,962 260,871 496,259 504,161

Gross profit 93,702 96,109 104,648 189,811 202,460

Operating expenses:

Research and development 18,976 18,693 19,907 37,669 39,718

Selling, general and administrative 47,989 53,092 59,315 101,081 119,851

Impairment of goodwill — — 6,079 — 6,079

Other operating expense 1,048 4,742 859 5,790 968

Total operating expenses 68,013 76,527 86,160 144,540 166,616

Operating income 25,689 19,582 18,488 45,271 35,844

Non-operating (income) expense:

Interest expense, net 721 47 2,183 768 6,579

Other non-operating (income) expense (27,983) 11,675 (209) (16,308) 427

Total non-operating (income) expense (27,262) 11,722 1,974 (15,540) 7,006

Income (loss) before taxes 52,951 7,860 16,514 60,811 28,838

Income tax provision (benefit) 14,410 1,805 7,643 16,215 14,003

Net income (loss) 38,541 6,055 8,871 44,596 14,835

Net income attributable to noncontrolling interest 1,089 785 789 1,874 1,536

Net income (loss) attributable to Penguin Solutions 37,452 5,270 8,082 42,722 13,299

Preferred stock dividends 3,033 3,033 2,600 6,066 2,600

Income available for distribution 34,419 2,237 5,482 36,656 10,699

Income allocated to participating securities 3,594 231 482 3,808 492

Net income available to common stockholders $ 30,825 $ 2,006 $ 5,000 $ 32,848 $ 10,207

Earnings (loss) per share:

Basic $ 0.59 $ 0.04 $ 0.09 $ 0.62 $ 0.19

Diluted $ 0.58 $ 0.04 $ 0.09 $ 0.61 $ 0.19

Common stock used in per share calculations:

Basic 52,283 52,900 53,454 52,592 53,468

Diluted 53,186 54,991 54,384 54,031 54,484

Penguin Solutions, Inc.

Reconciliation of GAAP to Non-GAAP Measures

(In thousands, except percentages)

(Unaudited)

Three Months Ended Six Months Ended

February 27,

2026 November 28,

2025 February 28,

2025 February 27,

2026 February 28,

2025

GAAP gross profit $ 93,702 $ 96,109 $ 104,648 $ 189,811 $ 202,460

Stock-based compensation expense 1,522 1,386 1,776 2,908 3,419

Amortization of acquisition-related intangibles 5,909 5,909 5,907 11,818 11,816

Inventory write-off, stolen in-transit shipment 5,783 — — 5,783 —

Cost of sales-related restructuring — (483) 77 (483) 35

Other — — — — (200)

Non-GAAP gross profit $ 106,916 $ 102,921 $ 112,408 $ 209,837 $ 217,530

GAAP gross margin 27.3 % 28.0 % 28.6 % 27.7 % 28.7 %

Effect of adjustments 3.9 % 2.0 % 2.2 % 2.9 % 2.1 %

Non-GAAP gross margin 31.2 % 30.0 % 30.8 % 30.6 % 30.8 %

GAAP operating expenses $ 68,013 $ 76,527 $ 86,160 $ 144,540 $ 166,616

Stock-based compensation expense (3,597) (8,694) (9,804) (12,291) (19,692)

Amortization of acquisition-related intangibles (1,600) (1,599) (2,932) (3,199) (6,778)

Diligence, acquisition and integration expense — — (567) — (1,400)

Redomiciliation costs — — (2,359) — (3,602)

Impairment of goodwill — — (6,079) — (6,079)

Restructuring charges (1,048) (4,742) (859) (5,790) (968)

Other (106) (99) (242) (205) (575)

Non-GAAP operating expenses $ 61,662 $ 61,393 $ 63,318 $ 123,055 $ 127,522

GAAP operating income $ 25,689 $ 19,582 $ 18,488 $ 45,271 $ 35,844

Stock-based compensation expense 5,119 10,080 11,580 15,199 23,111

Amortization of acquisition-related intangibles 7,509 7,508 8,839 15,017 18,594

Inventory write-off, stolen in-transit shipment 5,783 — — 5,783 —

Cost of sales-related restructuring — (483) 77 (483) 35

Diligence, acquisition and integration expense — — 567 — 1,400

Redomiciliation costs — — 2,359 — 3,602

Impairment of goodwill — — 6,079 — 6,079

Restructuring charges 1,048 4,742 859 5,790 968

Other

106 99 242 205 375

Non-GAAP operating income $ 45,254 $ 41,528 $ 49,090 $ 86,782 $ 90,008

GAAP operating margin 7.5 % 5.7 % 5.1 % 6.6 % 5.1 %

Effect of adjustments 5.7 % 6.4 % 8.3 % 6.0 % 7.6 %

Non-GAAP operating margin 13.2 % 12.1 % 13.4 % 12.6 % 12.7 %

Penguin Solutions, Inc.

Reconciliation of GAAP to Non-GAAP Measures, Continued

(In thousands, except per share amounts)

(Unaudited)

Three Months Ended Six Months Ended

February 27,

2026 November 28,

2025 February 28,

2025 February 27,

2026 February 28,

2025

GAAP net income (loss) attributable to Penguin Solutions $ 37,452 $ 5,270 $ 8,082 $ 42,722 $ 13,299

Stock-based compensation expense 5,119 10,080 11,580 15,199 23,111

Amortization of acquisition-related intangibles 7,509 7,508 8,839 15,017 18,594

Inventory write-off, stolen in-transit shipment 5,783 — — 5,783 —

Cost of sales-related restructuring — (483) 77 (483) 35

Diligence, acquisition and integration expense — — 567 — 1,400

Redomiciliation costs — — 2,359 — 3,602

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

Impairment of goodwill — — 6,079 — 6,079

Gain on disposition of equity investment (27,036) — — (27,036) —

Restructuring charges 1,048 4,742 859 5,790 968

Amortization of debt issuance costs 658 658 950 1,316 1,903

Foreign currency (gains) losses (1,015) 1,212 24 197 1,052

Other 106 956 242 1,062 375

Income tax effects 4,483 (7,552) (5,822) (3,069) (10,064)

Non-GAAP net income attributable to Penguin Solutions 34,107 32,391 33,836 66,498 60,354

Preferred stock dividends 3,033 3,033 2,600 6,066 2,600

Non-GAAP income available for distribution 31,074 29,358 31,236 60,432 57,754

Income allocated to participating securities 3,195 2,990 2,706 6,154 2,610

Non-GAAP net income available to common stockholders $ 27,879 $ 26,368 $ 28,530 $ 54,278 $ 55,144

Weighted-average shares outstanding - Diluted:

GAAP weighted-average shares outstanding 53,186 54,991 54,384 54,031 54,484

Adjustment for dilutive securities and capped calls — (1,228) — (128) —

Non-GAAP weighted-average shares outstanding 53,186 53,763 54,384 53,903 54,484

Penguin Solutions, Inc.

Reconciliation of GAAP to Non-GAAP Measures, Continued

(In thousands, except per share amounts)

(Unaudited)

Three Months Ended Six Months Ended

February 27,

2026 November 28,

2025 February 28,

2025 February 27,

2026 February 28,

2025

Diluted earnings (loss) per share:

GAAP diluted earnings (loss) per share $ 0.58 $ 0.04 $ 0.09 $ 0.61 $ 0.19

Effect of adjustments (0.06) 0.45 0.43 0.40 0.82

Non-GAAP diluted earnings per share $ 0.52 $ 0.49 $ 0.52 $ 1.01 $ 1.01

Net income (loss) attributable to Penguin Solutions $ 37,452 $ 5,270 $ 8,082 $ 42,722 $ 13,299

Interest expense, net 721 47 2,183 768 6,579

Income tax provision (benefit) 14,410 1,805 7,643 16,215 14,003

Depreciation expense and amortization of intangible assets 12,751 12,819 14,037 25,570 28,998

Stock-based compensation expense 5,119 10,080 11,580 15,199 23,111

Inventory write-off, stolen in-transit shipment 5,783 — — 5,783 —

Cost of sales-related restructuring — (483) 77 (483) 35

Diligence, acquisition and integration expense — — 567 — 1,400

Redomiciliation costs

— — 2,359 — 3,602

Impairment of goodwill — — 6,079 — 6,079

Gain on disposition of equity investment (27,036) — — (27,036) —

Restructuring charges 1,048 4,742 859 5,790 968

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

Other

106 956 242 1,062 375

Adjusted EBITDA $ 50,354 $ 45,236 $ 53,708 $ 95,590 $ 98,449

Penguin Solutions, Inc.

Consolidated Balance Sheets

(In thousands)

(Unaudited)

As of February 27,

2026 August 29,

2025

Assets

Cash and cash equivalents $ 489,172 $ 453,754

Accounts receivable, net 369,935 307,904

Accounts receivable, net - related party 674 —

Inventories 322,360 255,182

Other current assets 56,301 47,387

Total current assets 1,238,442 1,064,227

Property and equipment, net 86,890 92,603

Operating lease right-of-use assets 56,630 58,847

Intangible assets, net 73,474 87,754

Goodwill 145,895 145,895

Deferred tax assets 99,078 99,107

Other noncurrent assets 49,348 68,767

Total assets $ 1,749,757 $ 1,617,200

Liabilities, Temporary Equity and Stockholders' Equity

Accounts payable and accrued expenses $ 454,503 $ 318,761

Current debt — 19,945

Deferred revenue 81,623 73,893

Other current liabilities 54,568 61,300

Total current liabilities 590,694 473,899

Long-term debt 442,777 441,893

Noncurrent operating lease liabilities 60,751 62,736

Other noncurrent liabilities 44,866 30,445

Total liabilities 1,139,088 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 February 27, 2026 and August 29, 2025. Redemption amount of $200,366 and $200,500 as of February 27, 2026 and August 29, 2025, respectively.

202,710 202,710

Penguin Solutions stockholders’ equity:

Common stock, $0.03 par value; authorized 200,000 shares; 64,199 shares issued and 51,213 outstanding as of February 27, 2026; 62,756 shares issued and 52,738 outstanding as of August 29, 2025.

1,926 1,883

Additional paid-in capital 572,719 551,712

Retained earnings 83,365 46,709

Treasury stock, 12,986 and 10,018 shares held as of February 27, 2026 and August 29, 2025, respectively

(263,210) (206,076)

Accumulated other comprehensive income 14 18

Total Penguin Solutions stockholders’ equity 394,814 394,246

Noncontrolling interest in subsidiary 13,145 11,271

Total stockholders' equity 407,959 405,517

Total liabilities, temporary equity and stockholders' equity $ 1,749,757 $ 1,617,200

Penguin Solutions, Inc.

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

Three Months Ended Six Months Ended

February 27,

2026 November 28,

2025 February 28,

2025 February 27,

2026 February 28,

2025

Cash flows from operating activities

Net income (loss) $ 38,541 $ 6,055 $ 8,871 $ 44,596 $ 14,835

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

Depreciation expense and amortization of intangible assets 12,751 12,819 14,037 25,570 28,998

Amortization of debt issuance costs 658 658 950 1,316 1,903

Stock-based compensation expense 5,119 10,080 11,580 15,199 23,111

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

Impairment of goodwill — — 6,079 — 6,079

Gain on disposition of equity investment (27,036) — — (27,036) —

Deferred income taxes, net (55) 85 (48) 30 163

Other (1,226) 2,129 (716) 903 (1,428)

Changes in operating assets and liabilities:

Accounts receivable (28,641) (34,064) (54,755) (62,705) (78,640)

Inventories (109,155) 41,977 47,215 (67,178) (46,165)

Other assets (1,933) (876) 15,015 (2,809) 15,720

Accounts payable and accrued expenses and other liabilities 165,929 (17,805) 24,649 148,124 122,120

Net cash provided by (used for) operating activities 54,952 31,058 72,877 86,010 86,696

Cash flows from investing activities

Capital expenditures and deposits on equipment (1,603) (2,853) (2,335) (4,456) (4,171)

Proceeds from sales and maturities of investment securities — — 11,055 — 14,835

Proceeds from disposition of equity investments 32,186 — — 32,186 —

Purchases of held-to-maturity investment securities — — (12,671) — (33,394)

Other (319) (521) (398) (840) (541)

Net cash provided by (used for) investing activities 30,264 (3,374) (4,349) 26,890 (23,271)

Penguin Solutions, Inc.

Consolidated Statements of Cash Flows, Continued

(In thousands)

(Unaudited)

Three Months Ended Six Months Ended

February 27,

2026 November 28,

2025 February 28,

2025 February 27,

2026 February 28,

2025

Cash flows from financing activities

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

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

Payments to acquire common stock (36,941) (20,193) (6,472) (57,134) (17,595)

Payment of preferred stock cash dividends (3,067) (3,133) (2,233) (6,200) (2,233)

Proceeds from issuance of common stock 2,513 3,339 382 5,852 3,742

Net cash used for financing activities (57,495) (19,987) 182,859 (77,482) 175,096

Net increase (decrease) in cash, cash equivalents and restricted cash 27,721 7,697 251,387 35,418 238,521

Cash, cash equivalents and restricted cash at beginning of period 461,767 454,070 370,611 454,070 383,477

Cash, cash equivalents and restricted cash at end of period $ 489,488 $ 461,767 $ 621,998 $ 489,488 $ 621,998

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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