UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 28, 2025, Pete Manca ceased serving as Senior Vice President and President, Advanced Computing of Penguin Solutions, Inc. (the “Company”). For a description of Mr. Manca’s separation benefits under his amended and restated employment offer letter with the Company, see the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on December 20, 2024.
Item 7.01 Regulation FD Disclosure.
A copy of the Company’s press release announcing the appointments of Tony Frey as Senior Vice President and Chief Revenue Officer of the Company, effective August 25, 2025, and Ted Gillick as Senior Vice President of Strategy and Corporate Development, effective August 4, 2025, is attached hereto as Exhibit 99.1 and is incorporated by reference.
The information furnished pursuant to Item 7.01 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 Leadership Changes,” dated July 29, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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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 29, 2025 | Penguin Solutions, Inc. | |||||
| By: | /s/ Anne Kuykendall | |||||
| Anne Kuykendall | ||||||
| Senior Vice President and Chief Legal Officer | ||||||
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