peng-20251219

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

_______________


Filed by the Registrant ☒			Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material under § 240.14a-12

PENGUIN SOLUTIONS, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):


☒			No fee required.
☐			Fee previously paid with preliminary materials.
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

PENGUIN SOLUTIONS, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON FRIDAY, FEBRUARY 6, 2026

December 19, 2025

Dear Stockholder:

You are cordially invited to attend the 2026 Annual Meeting of the Stockholders (the “Annual Meeting”) of Penguin Solutions, Inc., a Delaware corporation (“we,” “us,” “Penguin Solutions,” or the “Company”). The Annual Meeting will be held on Friday, February 6, 2026 at 10:00 a.m. Pacific Time. The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/PENG2026 and entering your 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card, or on the instructions that accompanied your proxy materials. The Annual Meeting will be held for the following purposes:


Items of Business and Board Voting Recommendation
1	To elect the two nominees as Class I directors to serve until the 2029 annual meeting of stockholders (the “2029 Annual Meeting”) or until their successors are duly elected and qualified;	For each of the nominees
2	To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending August 28, 2026;	For
3	To approve, on a non-binding advisory basis, the compensation of our Named Executive Officers (“NEOs”); and	For
4	To transact such other business as may properly come before the Annual Meeting or any continuation, postponement, or adjournment of the Annual Meeting.

These items of business are more fully described in the proxy statement accompanying this Notice of Annual Meeting of Stockholders (the “Proxy Statement”).

The record date for the Annual Meeting is December 8, 2025 (the “Record Date”). Only stockholders of record at the close of business on the Record Date may vote at the Annual Meeting or any continuation, postponement, or adjournment thereof. A complete list of such stockholders will be available for examination by any stockholder for any purpose germane to the Annual Meeting during ordinary business hours at our executive offices at c/o Penguin Solutions, Inc., 45800 Northport Loop West, Fremont, CA 94538 for a period of 10 days ending on the day before the Annual Meeting. The Annual Meeting may be continued or adjourned from time to time without notice other than by announcement at the Annual Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting

to be held on Friday, February 6, 2026 at 10:00 a.m. Pacific Time

The Proxy Statement and annual report to stockholders are available at: www.proxyvote.com.

By Order of the Board of Directors,

Anne Kuykendall

Senior Vice President and Chief Legal Officer

Fremont, California

ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, DATE, SIGN, AND RETURN THE PROXY CARD OR VOTE VIA TELEPHONE OR INTERNET AS INSTRUCTED IN THESE MATERIALS, AS PROMPTLY AS POSSIBLE IN ORDER TO ENSURE YOUR REPRESENTATION AT THE ANNUAL MEETING. EVEN IF YOU HAVE VOTED BY PROXY, YOU MAY STILL VOTE DURING THE ANNUAL MEETING. PLEASE NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD THROUGH A BROKER, BANK, OR OTHER NOMINEE AND YOU WISH TO VOTE AT THE ANNUAL MEETING, YOU MUST OBTAIN A PROXY ISSUED IN YOUR NAME FROM THAT RECORD HOLDER.

TABLE OF CONTENTS


			Page
Questions and Answers About These Proxy Materials and Voting			1
Corporate Governance and Board Matters			9
Information Regarding Committees of the Board of Directors			13
Corporate Responsibility			20
Director Compensation			26
Proposal No. 1: Election of Directors			28
Proposal No. 2: Ratification of the Appointment of Our Independent Registered Public Accounting Firm			32
Proposal No. 3: Approval, on a Non-Binding Advisory Basis, of the Compensation of Our Named Executive Officers			34
Other Information Related to Penguin Solutions, the Directors, and the Executive Officers			36
Compensation Discussion and Analysis			41
Fiscal 2025 Executive Compensation			60
Equity Compensation Plan Information			77
Certain Relationships and Related Person Transactions			78
Householding of Proxy Materials			80
Other Matters			81
Appendix A: Reconciliation of GAAP to Non-GAAP Financial Measures			A-1

Penguin Solutions, Inc.

45800 Northport Loop West, Fremont, CA 94538

PROXY STATEMENT FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS

On June 30, 2025, we consummated the redomiciliation of the parent company of our corporate group, Penguin Solutions (Cayman), Inc., a Cayman Islands exempted company (formerly known as Penguin Solutions, Inc., “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. Redomiciliation”). The U.S. Redomiciliation 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.

As used herein, 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. Redomiciliation, refer to Penguin Solutions Cayman and its consolidated subsidiaries and (ii) for periods at or after the consummation of the U.S. Redomiciliation, refer to Penguin Solutions Delaware and its consolidated subsidiaries. Throughout this Proxy Statement, we refer to our equity securities (i) for periods prior to the consummation of the U.S. Redomiciliation, as ordinary shares and/or convertible preferred shares and (ii) for periods at or after the consummation of the U.S. Redomiciliation, as shares of common stock and/or shares of convertible preferred stock.

QUESTIONS AND ANSWERS ABOUT THESE

PROXY MATERIALS AND VOTING


Q1			Why did I receive a notice in the mail regarding the internet availability of proxy materials instead of a full set of proxy materials?
A1			Pursuant to “Notice and Access” rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials over the internet. Accordingly, we are sending a Notice Regarding the Availability of Proxy Materials (the “Proxy Availability Notice”) to our stockholders of record. All stockholders will have the ability to access the proxy materials on the website referred to in the Proxy Availability Notice free of charge or request to receive a printed set of the proxy materials for the Annual Meeting. Instructions on how to access the proxy materials over the internet or to request a printed copy may be found in the Proxy Availability Notice. We provided some of our stockholders, including stockholders who have previously requested to receive paper copies of the proxy materials and those stockholders who are participants in our benefit plans, with paper copies of the proxy materials instead of the Proxy Availability Notice. If you received paper copies of the proxy materials, we encourage you to help us save money and reduce the environmental impact of delivering paper proxy materials to stockholders by signing up to receive all of your future proxy materials electronically. We expect that this Proxy Statement and the other proxy materials will be mailed to stockholders on or about December 19, 2025.
Q2			What does it mean if I receive more than one Proxy Availability Notice or more than one set of proxy materials?
A2			If you receive more than one Proxy Availability Notice, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on each Proxy Availability Notice to ensure that all of your shares are voted.
Q3			Will I receive any other proxy materials by mail?
A3			We may send you a proxy card by mail on or after December 19, 2025.


Q4			How do I attend the Annual Meeting?
A4			The Annual Meeting will be held on Friday, February 6, 2026 at 10:00 a.m. Pacific Time. The Annual Meeting will be held in virtual-only format originating from our executive offices at 45800 Northport Loop West, Fremont, CA 94538. We believe that hosting a virtual meeting will facilitate greater stockholder attendance and participation at our Annual Meeting by enabling participation from any location around the world. We have designed the virtual Annual Meeting to provide the same rights and opportunities to participate as stockholders would have at an in-person meeting, including the right to vote and ask questions during the meeting through the virtual meeting platform. To attend the Annual Meeting, go to www.virtualshareholdermeeting.com/PENG2026. To participate in the Annual Meeting, you will need the 16-digit control number included on your Proxy Availability Notice, on your proxy card, or on the instructions that accompanied your proxy materials. Online access to the virtual meeting will begin at approximately 9:45 a.m. Pacific Time to allow time for participant log-in. We encourage our stockholders to access the Annual Meeting in advance of the designated start time. If you encounter any difficulties accessing the meeting, please call the technical support number that will be posted on the virtual meeting log-in page.
Q5			Who can vote during the Annual Meeting?
A5			Only stockholders of record at the close of business on the Record Date will be entitled to vote during the Annual Meeting. On the Record Date, there were 52,560,157 shares of our common stock, par value $0.03 per share, outstanding and entitled to vote and 200,000 shares of the series of our preferred stock, $0.03 par value per share, designated as convertible preferred stock (the “Issued CPS”), outstanding and entitled to vote, which are convertible, in the aggregate, into 6,096,103 shares of common stock and therefore entitled to 6,096,103 votes in the aggregate. Accordingly, on the Record Date, the holders of our common stock and Issued CPS are entitled to an aggregate of 58,656,260 votes in respect of such shares of common stock and Issued CPS (on an as-converted to common stock basis). Holders of common stock and Issued CPS vote together as a single class on all matters to be presented at the Annual Meeting, with Issued CPS votes counted on an as-converted to common stock basis. Stockholder of Record: Shares Registered in Your Name If, on the Record Date, your shares were registered directly in your name with our transfer agent, Computershare Trust Company, N.A., then you are a stockholder of record. As a stockholder of record, you may vote during the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy over the telephone or on the internet as instructed below (see “How do I vote?”) or complete, date, sign, and return the enclosed proxy card to ensure your vote is counted. Beneficial Owner: Shares Registered in the Name of a Broker, Bank, or Other Nominee If, on the Record Date, your shares were held not in your name but in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and the Proxy Availability Notice will be forwarded to you by the organization that holds your account. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker, bank, or other nominee regarding how to vote the shares in your account. You are also invited to attend the Annual Meeting; however, since you are not the stockholder of record, your access to online voting during the Annual Meeting will depend on the voting procedures of the organization that holds your shares.


Q6			What am I voting on?
A6			There are three matters scheduled for a vote: •Election of two Class I directors; •Ratification of the appointment of Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm for our fiscal year ending August 28, 2026; and •Approval, on a non-binding advisory basis, of the compensation of our NEOs.
Q7			What if another matter is properly brought before the Annual Meeting?
A7			The Board of Directors of the Company (the “Board”) knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, the persons named in the accompanying proxy will vote the shares for which you grant your proxy on those matters in accordance with their best judgment.
Q8			What is the Board’s voting recommendation?
A8			The Board recommends that you vote your shares: •“FOR” the election of each of the two nominees for director named in this Proxy Statement; •“FOR” the ratification of the appointment of Deloitte as our independent registered public accounting firm for our fiscal year ending August 28, 2026; and •“FOR” the approval, on a non-binding advisory basis, of the compensation of our NEOs.
Q9			How do I vote?
A9			The procedures for voting depend on whether your shares are registered in your name or are held by a bank, broker, or other nominee. Stockholder of Record: Shares Registered in Your Name If you are a stockholder of record on the Record Date, you may vote during the Annual Meeting, vote by proxy via telephone, vote by proxy via internet, or vote by proxy using a proxy card that you may request or that we may elect to deliver at a later time. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the Annual Meeting and vote during the Annual Meeting even if you have already voted by proxy. Voting during the Annual Meeting will have the effect of revoking your previously submitted proxy (see “Can I change my vote after submitting my proxy?” below). •To vote via telephone, dial toll-free (800) 690-6903 using a touch-tone phone and follow the recorded instructions. You will be asked to provide the 16-digit control number from the Proxy Availability Notice. Your vote must be received by 11:59 p.m. Eastern Time on February 5, 2026 in order to be counted. •To vote via internet, go to www.proxyvote.com to complete an electronic proxy card. You will be asked to provide the 16-digit control number from the Proxy Availability Notice. Your vote must be received by 11:59 p.m. Eastern Time on February 5, 2026 in order to be counted. •To vote using the proxy card, simply complete, sign, and date the proxy card that may be delivered to you and return it promptly in the envelope provided. If you return your signed proxy card to us and we receive it before the Annual Meeting, we will vote your shares as you direct. •To vote during the Annual Meeting, please visit www.virtualshareholdermeeting.com/PENG2026. Instructions on how to vote during the Annual Meeting will be posted on the website. The availability of online voting may depend on the voting procedures of the organization that holds your shares.


			Beneficial Owner: Shares Registered in the Name of a Broker, Bank, or Other Nominee If you are a beneficial owner of shares registered in the name of your broker, bank, or other nominee, you should have received a Proxy Availability Notice containing voting instructions from that organization rather than from Penguin Solutions. Simply follow the voting instructions in the Proxy Availability Notice to ensure that your vote is counted.
Q10			How many votes do I have?
A10			On each matter to be voted upon, holders of common stock have one vote for each share of common stock they own as of the Record Date, and holders of Issued CPS have such number of votes equal to the largest number of whole shares of common stock into which all shares of Issued CPS held by such holder as of the Record Date could then be converted.
Q11			What if I return a proxy card or otherwise vote but do not make specific choices?
A11			If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable, “For” the election of each of the two nominees for director named in this Proxy Statement, “For” the ratification of the appointment of Deloitte as our independent registered public accounting firm, and “For” the approval, on a non-binding advisory basis, of the compensation of our NEOs. If any other matter is properly presented at the Annual Meeting, your proxy holder (one of the individuals named on your proxy card) will vote your shares using his or her best judgment.
Q12			Will my vote be kept confidential?
A12			We handle proxies, ballots, and voting tabulations on a confidential basis to protect your voting privacy. This information will not be disclosed except as required by law.
Q13			Who is soliciting my proxy?
A13			The accompanying proxy is solicited by the Board on our behalf for use at the Annual Meeting.
Q14			Who is paying for this proxy solicitation?
A14			We will pay for the entire cost of soliciting proxies. In addition to these proxy materials, members of our Board and our employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We have engaged MacKenzie Partners, Inc. (“MacKenzie”) as the proxy solicitor for the Annual Meeting for an approximate fee of $15,000 plus fees for additional services, if needed. We have also agreed to reimburse MacKenzie for reasonable out-of-pocket expenses. We may also reimburse brokerage firms, banks, and other agents for the cost of forwarding proxy materials to beneficial owners.
Q15			Can I change my vote after submitting my proxy?
A15			Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways: •You may submit another properly completed proxy card with a later date. •You may grant a subsequent proxy by telephone or through the internet. •You may send a timely written notice to our Secretary that you are revoking your proxy. •You may attend the Annual Meeting and vote during the Annual Meeting. Simply attending the Annual Meeting will not, by itself, revoke your proxy. Your most current proxy card or telephone or internet proxy is the one that will be counted, so long as it is provided within the applicable deadline. If your shares are held by your broker, bank, or other nominee, you should follow the instructions provided by your broker, bank, or other nominee to change your vote or revoke your proxy.


Q16			When are stockholder proposals for inclusion in our proxy statement for next year’s annual meeting due?
A16			Stockholders wishing to present proposals for inclusion in our proxy statement for our 2027 annual meeting of stockholders (the “2027 Annual Meeting”) pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), must submit their proposals so that they are received by us at our executive offices no later than August 21, 2026. Proposals should be sent to our Secretary, c/o Penguin Solutions, Inc., 45800 Northport Loop West, Fremont, CA 94538.
Q17			When are other proposals and stockholder nominations for next year’s annual meeting due?
A17			With respect to proposals and director nominations not to be included in our proxy statement pursuant to Rule 14a-8 of the Exchange Act, our Amended and Restated Bylaws (our “Bylaws”) provide that stockholders who wish to nominate a director or propose other business to be brought before the stockholders at an annual meeting of stockholders must notify our Secretary by a written notice, which notice must be received at our executive offices not less than 90 days nor more than 120 days prior to the one-year anniversary of the preceding year’s annual meeting of stockholders. Stockholders wishing to present nominations for director or proposals for consideration at the 2027 Annual Meeting under these provisions of our Bylaws must submit their nominations or proposals so that they are received at our executive offices not earlier than October 9, 2026 and not later than November 8, 2026 in order to be considered. In the event that we hold the 2027 Annual Meeting more than 30 days before or more than 60 days after the one-year anniversary date of this Annual Meeting, then, for notice by the stockholder to be timely, our Bylaws provide that such notice must be received by the Company not earlier than 120 days prior to the 2027 Annual Meeting and not later than the later of 90 days prior to the date of the 2027 Annual Meeting or the 10th day following the day on which public announcement of the date of the 2027 Annual Meeting was first made by the Company. Nominations or proposals should be sent in writing to our Secretary, c/o Penguin Solutions, Inc., 45800 Northport Loop West, Fremont, CA 94538. A stockholder’s notice to nominate a director or bring any other business before the 2027 Annual Meeting must set forth certain information, which is specified in our Bylaws. A complete copy of our Bylaws may be found by accessing Penguin Solutions’ filings on the SEC’s website at www.sec.gov. Stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must also comply with the additional requirements of Rule 14a-19(b).
Q18			How are votes counted?
A18			Votes will be counted by the inspector of elections appointed for the Annual Meeting.
Q19			What is a “vote withheld,” an “abstention,” and a “broker non-vote,” and do they count for determining a quorum?
A19			Votes Withheld and Abstentions: A “vote withheld,” in the case of the proposal regarding the election of directors, or an “abstention,” in the case of the other proposals before the Annual Meeting, represents a stockholder’s affirmative choice to decline to vote on a proposal. Votes withheld and abstentions are counted as present and entitled to vote for purposes of determining a quorum. Broker Non-Votes: Generally, “broker non-votes” occur when shares held by a broker in “street name” for a beneficial owner are not voted with respect to a particular proposal because the broker (i) has not received voting instructions from the beneficial owner and (ii) lacks discretionary voting power to vote those shares. A broker is entitled to vote shares held for a beneficial owner on routine matters, such as the ratification of the appointment of Deloitte as our independent registered public accounting firm, without instructions from the beneficial owner of those shares. On the other hand, absent instructions from the beneficial owner of such shares, a broker is not entitled to vote shares held for a beneficial owner on non-routine matters. Proposals No. 1 and No. 3 are non-routine matters. Broker non-votes count for purposes of determining whether a quorum is present.


Q20	How many votes are needed to approve each proposal?
A20	Proposal		Vote Required
	No. 1.	Election of Directors	Plurality
	No. 2.	Ratification of the Appointment of Our Independent Registered Public Accounting Firm	Majority Cast
	No. 3.	Approval, on a Non-Binding Advisory Basis, of the Compensation of Our NEOs	Majority Cast

	A “Plurality,” with regard to Proposal No. 1, means that the two nominees who receive the highest number of affirmative “FOR” votes will be elected to the Board. A “Majority Cast,” with regard to each of Proposal No. 2 and Proposal No. 3, means that, to be approved, the holders of a majority in voting power of the votes cast (excluding abstentions and broker non-votes) on the proposal must be voted “FOR” the proposal. Accordingly: •Proposal No. 1: For the election of directors, the two nominees receiving the highest number of “FOR” votes will be elected as Class I directors to hold office until the 2029 Annual Meeting. Votes that are “WITHHELD” will have the same effect as an abstention and will not count as a vote “FOR” or “AGAINST” a director, because directors are elected by plurality voting. Broker non-votes will not be considered votes cast and will have no effect on Proposal No. 1. •Proposal No. 2: To be approved, a majority in voting power of the votes cast (excluding abstentions and broker non-votes) on Proposal No. 2 must be voted “FOR” the ratification of the appointment of Deloitte as our independent registered public accounting firm for the fiscal year ending August 28, 2026. Abstentions and broker non-votes will have no effect on Proposal No. 2; however, Proposal No. 2 is a matter on which a broker, bank, or other nominee has discretionary voting authority, and thus, we do not expect any broker non-votes with respect to Proposal No. 2. •Proposal No. 3: To be approved, a majority in voting power of the votes cast (excluding abstentions and broker non-votes) on Proposal No. 3 must be voted “FOR” the approval, on a non-binding advisory basis, of the compensation of our NEOs. Only votes “FOR” or “AGAINST” will affect the outcome. Abstentions and broker non-votes will have no effect on Proposal No. 3. None of the proposals, if approved, entitles stockholders to appraisal rights under Delaware law or the Company’s governing documents.
Q21	What is the quorum requirement?
A21	A quorum of stockholders is necessary to hold a valid stockholder meeting. A quorum will be present if the holders of a majority in voting power of the stock issued and outstanding and entitled to vote at the Annual Meeting are present, in person or by remote communication, or represented by proxy. On the Record Date, there were 52,560,157 shares of common stock outstanding and entitled to vote and 200,000 shares of Issued CPS outstanding and entitled to vote, which are convertible, in the aggregate, into 6,096,103 shares of common stock and therefore entitled to 6,096,103 votes in the aggregate. Accordingly, on the Record Date, the holders of our common stock and Issued CPS are entitled to an aggregate of 58,656,260 votes in respect of such shares of common stock and Issued CPS (on an as-converted to common stock basis). Thus, the holders of at least 29,328,131 votes must be present, in person or by remote communication, or represented by proxy at the Annual Meeting to have a quorum. Your shares will be counted towards the quorum only if you submit a valid proxy by mail, over the phone, or through the internet (or if one is submitted on your behalf by your broker, bank, or other nominee), or if you vote during the Annual Meeting.


			Abstentions, votes to “Withhold,” and broker non-votes will be counted towards the quorum requirement. If there is no quorum, then either the chair of the Annual Meeting or the holders of a majority in voting power of the stockholders entitled to vote and present at the Annual Meeting or represented by proxy may adjourn the meeting to a later date. At any adjourned Annual Meeting at which a quorum is present, any business may be transacted that might have been transacted at the Annual Meeting as originally notified. If the adjournment is for more than 30 days, or if after that adjournment a new record date is fixed for the adjourned Annual Meeting, a notice of the adjourned Annual Meeting shall be given to each stockholder of record entitled to vote at the adjourned Annual Meeting.
Q22			How can I find out the results of the voting at the Annual Meeting?
A22			Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a Current Report on Form 8-K that we expect to file with the SEC within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K with the SEC within four business days after the Annual Meeting, we intend to file a Form 8-K to publish the preliminary results within four business days after the Annual Meeting and will file an additional Form 8-K to publish the final results within four business days after the final results are known to us.
Q23			Will there be a question and answer session during the Annual Meeting?
A23			As part of the Annual Meeting, we will hold a live Q&A session, during which we intend to answer questions submitted online during the meeting that are pertinent to the meeting matters, as time permits. Only stockholders that have accessed the Annual Meeting as a stockholder (rather than a “Guest”) by following the procedures outlined above in “How do I attend the Annual Meeting?” will be permitted to submit questions during the Annual Meeting. Each stockholder is limited to no more than one question. Questions should be succinct and only cover a single topic. We will not address questions that are, among other things: •in excess of the one question limit; •irrelevant to the business of the Annual Meeting; •related to material non-public information of the Company; •related to any pending, threatened, or ongoing litigation; •related to personal grievances; •derogatory references to individuals or that are otherwise in bad taste; •substantially repetitious of questions already submitted by another stockholder; •in furtherance of the stockholder’s personal or business interests; or •out of order or not otherwise suitable for the conduct of the Annual Meeting as determined by the Chair of the Annual Meeting or Secretary in their reasonable judgment. Additional information regarding the Q&A session will be available in the “Rules of Conduct” available on the Annual Meeting webpage for stockholders that have accessed the Annual Meeting as a stockholder (rather than a “Guest”) by following the procedures outlined above in “How do I attend the Annual Meeting?”.

Interest of Certain Persons in Matters to Be Acted Upon

The Board knows of no matters to come before the Annual Meeting other than the matters referred to in this Proxy Statement; however, if any other matters should properly come before the meeting, the persons named in the enclosed proxy intend to vote in accordance with their best judgment. No director, nominee for election as director, or executive officer of Penguin Solutions since the beginning of the last fiscal year or their associates has any substantial interest, direct or indirect, by security holdings or otherwise, in any matter to be voted upon other than election to the Board.

Forward-Looking Statements

This Proxy Statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act, including but not limited to, statements concerning future risks and trends related to our risk management efforts; goals and expectations for our performance; identification of emerging issues that may affect our strategies, corporate governance, compensation practices, or other aspects of our operations; assessments of our leadership structure and board oversight; effectiveness of our corporate governance policies and executive compensation philosophy; our efforts to transform, evolve, and expand our business; our plans and expectations with respect to the SKT Investment (as defined under “Certain Relationships and Related Person Transactions” below); future plans with respect to our compensation practices; estimated payments to our Named Executive Officers upon termination or change in control; our environmental and social sustainability goals, commitments, and expected improvements; estimations of future payouts under our incentive plans; expected changes to the composition of the committees of the Board; and statements regarding our future financial or operating performance. 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,” “commit,” “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 significant risks and uncertainties. These risks and uncertainties could cause our actual results to differ materially from those set forth in such forward-looking statements. Some of these risks and uncertainties are described in our Annual Report on Form 10-K for the fiscal year ended August 29, 2025. Except as required by law, we do not undertake to update the forward-looking statements included in this Proxy Statement to reflect the impact of circumstances or events that may arise after the date that the forward-looking statements were made. Additionally, part of the information in this Proxy Statement, including certain information on our sustainability initiatives, is informed by various stakeholder expectations, as well as third-party frameworks on such matters. Such information, and information on similar topics in other disclosures (including on our website), is not necessarily, and should not be deemed to be, material for purposes of our reporting obligations, including under U.S. federal securities laws. Moreover, while we may reference various third-party frameworks and standards in our reporting, we cannot guarantee complete alignment with such frameworks or any specific interpretation thereof. Our approach to disclosures and the underlying methodology for such information may evolve due to a variety of factors, including changes in business or regulatory policies, data availability or quality, or other factors which may be in or out of our control.

CORPORATE GOVERNANCE AND BOARD MATTERS

This section describes the key corporate governance guidelines and practices that we have adopted. Complete copies of our Corporate Governance Guidelines, the charters of the committees of the Board, and our Code of Business Conduct and Ethics, described below, can be found in the Governance section of the Investors section of our website at ir.penguinsolutions.com. Information on our website is not incorporated by reference in this Proxy Statement. Alternatively, you can request a copy of any of these documents free of charge by writing to our Secretary, c/o Penguin Solutions, Inc., 45800 Northport Loop West, Fremont, CA 94538.

Board Composition and Refreshment

Our Board currently consists of eight members. In accordance with our Amended and Restated Certificate of Incorporation, our Board is divided into three classes with staggered three-year terms. At each annual meeting of stockholders, the directors or the successors to directors whose terms are set to expire will be elected to serve from the time of election and qualification until the third annual meeting following election. The number of directors may be changed by the affirmative vote of a majority of the directors.

Our directors are divided among the three classes as follows:

•Class I directors (formerly Class III directors) consist of Mark Adams, Bryan Ingram, and Mark Papermaster, whose terms expire at the Annual Meeting;

•Class II directors (formerly Class I directors) consist of Sandeep Nayyar, Mary Puma, and Maximiliane Straub, whose terms expire at the 2027 annual meeting of stockholders; and

•Class III directors (formerly Class II directors) consist of Min Yong Ha and Penelope Herscher, whose terms expire at the 2028 annual meeting of stockholders.

In connection with our U.S. Redomiciliation, all then-sitting directors of Penguin Solutions Cayman were appointed directors of Penguin Solutions Delaware and the three director classes were realigned solely for administrative continuity under our new governing documents. Specifically, the then‑sitting Class I directors became Class II directors, the then‑sitting Class II directors became Class III directors, and the then‑sitting Class III directors became Class I directors. This realignment did not change the length of any director’s remaining term, accelerate or extend any term, or alter the staggered nature of the Board.

The division of our Board into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control.

Our Board recognizes the importance of board renewal to introduce new perspectives, backgrounds, and skillsets to the Board, while maintaining a balance with experience and continuity. In fiscal 2024, our Board amended our Corporate Governance Guidelines to provide that a director will generally not be nominated for re-election or reappointed to the Board after reaching the age of 75, although our Board in its discretion may nominate any such director for re-election if it determines that it is in the best interests of our Company and stockholders for such director to continue his or her service on our Board in light of his or her particular contributions or expertise. Our Board also recognizes the importance of experience and continuity and has not adopted term limits. While term limits offer some advantages, our Board believes that the benefit is outweighed by the disadvantage of losing experienced directors who have developed valuable insight into the Company and its operations during the course of their service on our Board.

Investor Agreement

Director Designation Rights

Pursuant to the SKT Investment (as defined under “Certain Relationships and Related Person Transactions” below) and the Amended and Restated Investor Agreement (as defined under “Certain Relationships and Related Person Transactions” below), for so long as SK Telecom Co., Ltd. (“SKT”) or its subsidiaries or affiliates together beneficially own Issued CPS (and our common stock issued with respect thereto) representing at least 5% of our common stock then outstanding, calculated on a fully-diluted basis (such period, the “Director Period”), SKT and its affiliates that hold Issued CPS, acting together, may nominate to be elected or appointed to our Board: (i) one director, if the total number of directors is 11 or fewer, and (ii) two directors, if the total number of directors is 12 or

greater (any such director, an “Investor Designee”), provided that each such director meets customary qualification requirements and is reasonably acceptable to our Board at the time of his or her designation.

During the Director Period (i) our Board will nominate the Investor Designee(s) or their designated successors for appointment or re-appointment at the applicable stockholder meetings and use commercially reasonable efforts to cause such Investor Designee(s) to be appointed or re-appointed, (ii) we will use reasonable best efforts to cause the appointment of each Investor Designee, including voting all unrestricted proxies in their favor and recommending approval of their appointment, and (iii) neither we nor our Board will decrease the size of our Board if such decrease would require an Investor Designee to resign. In December 2024, upon the closing of the SKT Investment, Min Yong Ha joined our Board as the Investor Designee. Mr. Ha currently serves as a Class III director and his term expires at the 2028 annual meeting of stockholders.

Voting Requirements

Pursuant to the voting requirements contained in the Amended and Restated Investor Agreement, SKT and its affiliates are required (i) for so long as the standstill is in effect, to vote their shares of Issued CPS in accordance with the recommendation of our Board and (ii) for so long as the shares of Issued CPS purchased by SKT remain outstanding, to vote such shares of Issued CPS in accordance with the recommendation of our Board on all matters for which the shares of Issued CPS are entitled to vote as a separate class and for which their prior consent is not required pursuant to the Certificate of Designation (as defined under “Certain Relationships and Related Person Transactions” below). The standstill in the Amended and Restated Investor Agreement will remain in place until the later of (i) December 13, 2025 or (ii) 30 days after no Investor Designee serves on our Board.

Independence of the Board of Directors

The Board has determined that all of the nominees and continuing directors, except for Mr. Adams, our Chief Executive Officer (“CEO”), and Mr. Ha, the Investor Designee of SKT, are independent directors. The Board also previously determined that Randy Furr, a former director who served on the Board until the 2025 annual meeting of stockholders (the “2025 Annual Meeting”), was independent during his tenure. We define “independent directors” pursuant to the rules of the SEC and the listing standards of the Nasdaq Stock Market (“Nasdaq”). To be considered independent, a director cannot be an officer or employee of our Company or our subsidiaries and cannot have a relationship with our Company or our subsidiaries that, in the opinion of our Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making the “independence” determination, our Board considered all relevant facts and circumstances, including the director’s commercial, industrial, banking, consulting, legal, accounting, charitable, and familial relationships. Our Board consults with our legal counsel to ensure that its determinations are consistent with all relevant laws, rules, and regulations regarding the definition of “independent director,” including applicable securities laws, and the rules of the SEC and Nasdaq. There are no family relationships between any of our directors or executive officers.

Board Leadership Structure

The Board believes that it is important to retain the flexibility to structure its board leadership in any manner that it determines to be in our best interests at any point in time. This includes flexibility to determine whether to maintain a separate office of Chair of the Board. Our policies do not preclude our CEO from also serving as a Board member or as Chair of the Board. Currently, the role of Chair of the Board is separated from the role of CEO. Ms. Herscher serves as our independent Chair of the Board, and Mr. Adams serves as our President and CEO. The Board reviews its leadership structure periodically and believes that its current structure provides effective leadership. We believe that separating these positions allows our CEO to focus on our day-to-day business operations and strategy, while allowing our Chair of the Board to lead the Board in its fundamental role of providing advice to, and independent oversight of, our management team. Our Board recognizes the time, effort, and energy that the CEO is required to devote to his position in the current business environment, as well as the commitment required to serve as Chair of the Board, particularly as the Board’s oversight responsibilities continue to grow.

The independent and non-executive members of the Board meet regularly without management and the Chair of the Board chairs those meetings.

Role of the Board in Risk Oversight

Risk is inherent with every business, and we face a number of risks, including strategic, financial, business, operational, legal and compliance, and reputational risks. One of the Board’s key functions is providing informed oversight of our risk management process. The Board believes that its current leadership structure facilitates its risk oversight responsibilities. The Board does not have a standing risk management committee, but rather administers this oversight function directly through the Board as a whole, as well as through various Board standing committees that address risks inherent in their respective areas of oversight. For example, the Board acts as our ultimate decision-making body and advises and oversees management, who are responsible for our day-to-day operations and management. The Board believes this division of labor amongst the Board, committees, and management allows us to appropriately monitor risks over the short, intermediate, and long terms. We also engage with outside advisors, such as our compensation consultant, legal counsel, auditors, and other advisors to identify future risks and trends so that we can anticipate our ongoing risk management obligations at our regularly scheduled meetings. The Audit Committee of the Board (the “Audit Committee”) monitors compliance with legal and regulatory requirements, in addition to providing oversight for the performance of our internal audit function and our system of internal controls. The Nominating and Corporate Governance Committee of the Board (the “NCG Committee”) monitors the effectiveness of our corporate governance guidelines and policies. The Compensation Committee of the Board (the “Compensation Committee”) assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. The Cybersecurity and Technology Risk Management Committee of the Board (the “Cybersecurity Committee”) oversees our information technology use and data security, including, but not limited to, enterprise cybersecurity, generative artificial intelligence (“AI”), privacy, data collection, and protection, and compliance with information security and data protection laws. The Cybersecurity Committee receives regular reports from our Chief Information Officer regarding any significant cybersecurity events, as well as any events with lesser impact potential. The Chief Information Officer periodically reports to the Board regarding cybersecurity risks and our cybersecurity risk management program. Please refer to “Information Regarding Committees of the Board of Directors” below for a more detailed explanation of how our Board committees support the Board and management in risk oversight.

It is the responsibility of the committee chairs to report findings regarding material risk exposures to the Board as quickly as possible. Our Chief Legal Officer and Chief Financial Officer (“CFO”) coordinate between the Board and management with regard to the determination and implementation of responses to any problematic risk management issues.

Meetings of the Board of Directors

The Board oversees our business. It establishes overall policies and standards and reviews the performance of management. During the fiscal year ended August 29, 2025 (“fiscal 2025”), the Board held five meetings. Each then-serving Board member attended 75% or more of the aggregate meetings of the Board and of each committee on which he or she served during the period for which he or she was a director or committee member. Our directors are encouraged to attend our annual meetings of stockholders, but we do not currently have a policy requiring director attendance. All but two of the then-serving members of our Board attended our previous annual meeting of stockholders.

The independent and non-executive members of our Board meet regularly in executive sessions outside of the presence of management, often prior to or following regularly scheduled meetings of the Board. The independent and non-executive directors also conducted telephonic / videoconference meetings and/or updates during fiscal 2025.

Stockholder Communications with the Board of Directors

Our relationship with our stockholders is an important part of our corporate governance program. Engaging with our stockholders helps us to understand how they view us, to set goals and expectations for our performance, and to identify emerging issues that may affect our strategies, corporate governance, compensation practices, or other aspects of our operations. Our stockholder and investor outreach includes investor road shows, analyst meetings, and investor conferences and meetings. We also communicate with stockholders and other stakeholders through various media, including our annual report and SEC filings, proxy statement, news releases, and our website. Our conference calls for quarterly earnings releases are open to all. These calls are available in real time and as archived webcasts on our website for a period of time.

As set forth in our Corporate Governance Guidelines, unless otherwise indicated in such guidelines or our policies, all requests by stockholders for communications with individual directors or the Board shall initially be made to our Secretary, who will relay such requests to the Chair of the Board or other directors as appropriate. Such requests should be sent to c/o Penguin Solutions, Inc., 45800 Northport Loop West, Fremont, CA 94538. As set forth in our Policy for Reporting Concerns, stockholders who are also directors, employees, or contractors of Penguin Solutions should report concerns related to accounting, auditing, and ethical violations directly to the CFO or his designee, to the Chair of the Audit Committee (to the extent that the concerns relate to accounting, auditing, or internal controls), or via our anonymous whistleblower hotline. Any such concerns shall be communicated to our officers or directors as set forth in the policy.

Code of Business Conduct and Ethics

The Board has adopted a Code of Business Conduct and Ethics that applies to all directors, officers, and employees, including those officers responsible for financial reporting. A copy of our Code of Business Conduct and Ethics is available in the Governance section of the Investors section of our website at ir.penguinsolutions.com. If we make any sub

SEC Form DEF 14A filed by Penguin Solutions Inc.