Form 4: Penguin Solutions Exec Vests Performance Shares

Penguin Solutions' EVP, COO, and President, Jack A. Pacheco, acquired 48,580 shares through PSU vesting and disposed of 24,669 shares for tax obligations.

Summary

• Jack A. Pacheco, Executive Vice President, Chief Operating Officer, and President of Integrated Memory at Penguin Solutions, Inc., reported changes in his beneficial ownership of common stock.
• On October 14, 2025, 48,580 performance-based restricted stock units (PSUs) vested and were acquired as common stock by Mr. Pacheco.
• These PSUs were initially granted on September 26, 2022, with vesting contingent upon the achievement of total stockholder return goals relative to the median company in the Russell 2000 Index over a three-year performance period, and Mr. Pacheco's continued employment.
• The Compensation Committee of Penguin Solutions' Board of Directors certified the performance goal achievement on October 14, 2025, leading to the vesting.
• Concurrently, 24,669 shares of common stock were surrendered to Penguin Solutions to satisfy tax withholding obligations related to the PSU vesting, at a price of $22.32 per share.
• No shares were sold by Mr. Pacheco in connection with these transactions, other than those surrendered for tax purposes.
• Following these reported transactions, Mr. Pacheco directly beneficially owns 251,142 shares of Penguin Solutions common stock.

Sentiment

Score: 7

Explanation: The vesting of performance-based restricted stock units indicates the company met its performance targets and retains key executive talent, which is generally positive. The disposition for tax purposes is a routine event.

Positives

• Executive Jack A. Pacheco achieved performance goals, leading to the vesting of 48,580 performance-based restricted stock units, indicating strong company performance.
• The vesting suggests that Penguin Solutions met its total stockholder return goals relative to the Russell 2000 Index median over the three-year performance period.
• Mr. Pacheco's continued employment through the vesting date demonstrates stability and retention of key leadership.

Negatives

• A portion of the vested shares (24,669) was disposed of to cover tax withholding obligations, which, while routine, reduces the executive's immediate direct equity stake.

Stakeholder Impact

• Shareholders: The vesting of performance-based equity for a key executive signals that the company has met its performance objectives, which can be viewed positively.
• Employees: Demonstrates the company's commitment to its executive compensation plans and the successful execution of performance incentives.

Key Dates

Recommendation

This Form 4 filing reports a routine vesting of performance-based restricted stock units and subsequent tax withholding for a key executive. While it indicates the company met its performance targets, it does not present new information significant enough to alter a fundamental investment thesis or warrant a strong buy or sell recommendation based solely on this filing.

Keywords

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