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Home/The Filing Wire/Penguin Solutions, Inc./ 8-K/A

Current Report · Items 5.02 · 8-K/A

Penguin Solutions, Inc.

PENGNASDAQEQUITYCurrent

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As previously disclosed, on May 31, 2026, the Company’s Board of Directors (the “Board”) appointed Aaron Johnson as the Company’s interim Chief Financial Officer (“interim CFO”) and principal financial and accounting officer, effective July 9, 2026.…

Filed Jul 1, 2026Accepted Jul 1, 2026, 4:05 PM EDTCIK 1616533Accession 0001193125-26-292527
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Company context

Penguin Solutions is a leading provider of memory and AI infrastructure, powering the AI factories of the future for enterprises, sovereign AI initiatives, and neocloud providers. Built on decades of engineering expertise at the intersection of memory and AI/HPC infrastructure, we bring together differentiated infrastructure software, advanced memory, compute systems, end-to-end services, and industry-leading partner solutions in a full-stack AI factory platform designed to help customers deploy and scale AI workloads with speed and precision.

Current securities

PENGNASDAQ · EQUITY · Current

Recent company filings

  1. 144 filingJul 23, 2026
  2. 144 filingJul 22, 2026
  3. Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · Unregistered Sales of Equity Securities · Other EventsJul 17, 2026
  4. 10-Q filingJul 7, 2026
  5. Results of Operations and Financial ConditionJul 7, 2026

Disclosure sections

Items 5.02

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As previously disclosed, on May 31, 2026, the Company’s Board of Directors (the “Board”) appointed Aaron Johnson as the Company’s interim Chief Financial Officer (“interim CFO”) and principal financial and accounting officer, effective July 9, 2026. On June 25, 2026, the Compensation Committee of the Board (the “Compensation Committee”) approved the following compensatory arrangements for Mr. Johnson in connection with his service as interim CFO: Interim CFO Stipend. The Compensation Committee approved a monthly stipend of $10,000, prorated based on actual time served in the interim CFO role, commencing on the first day of Mr. Johnson’s active service as interim CFO and ending on the final day of his active service in such role. The stipend is excluded from annual incentive plan calculations. Retention Equity Grant. The Compensation Committee approved a grant of 5,153 time-based restricted stock units (“RSUs”) under the Company’s Amended and Restated 2017 Stock Incentive Plan (the “2017 Plan”). The RSUs will vest as to 25% on July 20, 2027, with the remainder vesting in 12 equal quarterly installments thereafter, subject to Mr. Johnson’s continued service through each applicable vesting date. The RSUs are subject to the terms and conditions of the 2017 Plan and the applicable award agreement. There are no other new compensatory arrangements with Mr. Johnson in connection with his appointment as interim CFO.