Form 4: Penguin Solutions Exec's Tax-Related Stock Transaction

Penguin Solutions EVP Jack Pacheco surrendered 11,778 shares of common stock to cover tax withholding obligations related to restricted stock unit vesting.

Summary

• Jack A. Pacheco, EVP, COO, and President of Integrated Memory at Penguin Solutions, Inc. (PENG), reported a transaction on October 20, 2025.
• The transaction involved the disposition of 11,778 shares of common stock.
• These shares were surrendered to the Issuer to satisfy tax withholding obligations in connection with the vesting of restricted stock units.
• No shares were sold in the open market; this was a non-discretionary tax-related event.
• The shares were valued at $21.74 per share for the purpose of this transaction.
• Following this transaction, Jack A. Pacheco beneficially owns 239,364 shares of common stock directly.

Sentiment

Score: 5

Explanation: The filing reports a routine, non-discretionary transaction related to executive compensation and tax withholding. It has a neutral impact on the company's operational or financial outlook.

Positives

• The underlying event, the vesting of restricted stock units, represents earned compensation for the executive, indicating successful performance or tenure.

Industry Context

This transaction is a routine event in executive compensation, where equity awards like restricted stock units vest, and a portion of the shares are automatically withheld or surrendered to cover the executive's income tax obligations upon vesting. It does not reflect a discretionary sale by the executive or a change in the company's operational outlook.

Comparison to Industry Standards

• The practice of surrendering shares to cover tax withholding upon the vesting of restricted stock units is a standard and common mechanism in executive compensation plans across various industries.
• This method is widely used by companies to manage the tax implications for executives receiving equity compensation, aligning with typical corporate governance and compensation practices.

Stakeholder Impact

• Shareholders: Minimal direct impact as this is a routine tax-related transaction and not a discretionary sale or a significant change in the executive's overall beneficial ownership that would signal a change in confidence.
• Employees: No direct impact.

Key Dates

Keywords

Penguin Solutions, PENG, Jack A. Pacheco, Form 4, Insider Transaction, Stock Vesting, Tax Withholding, Restricted Stock Units, Executive Compensation