Form 8-K

8-K — Penguin Solutions, Inc.

Accession: 0001193125-26-251467

Filed: 2026-06-01

Period: 2026-05-26

CIK: 0001616533

SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)

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

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 26, 2026

PENGUIN SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

Commission File Number 001-38102

Delaware

36-5142687

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

45800 Northport Loop West

Fremont, CA

94538

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (510) 623-1231

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common stock, $0.03 par value per share

PENG

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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 May 26, 2026, Nate Olmstead notified Penguin Solutions, Inc. (the “Company”) of his decision to resign as the Company’s Senior Vice President and Chief Financial Officer (“CFO”), effective as of July 8, 2026, to pursue another opportunity in a different industry. His departure is not the result of any disagreement with the Company on any matter relating to its operating performance, financial reporting, accounting, internal controls, operations, policies, or practices. Mr. Olmstead will not receive any severance benefits in connection with his voluntary departure from the Company.

On May 31, 2026, the board of directors of the Company appointed Aaron Johnson, the Company’s Vice President, Finance and Accounting, as interim CFO and as the Company’s principal financial and accounting officer, succeeding Mr. Olmstead in these positions effective as of July 9, 2026, on an interim basis until the Company appoints a successor. Mr. Johnson, age 47, has served in his current role since joining the Company in June 2024. Prior to joining the Company, Mr. Johnson served at NETGEAR, Inc., a global networking company, as Vice President, Finance from September 2022 to May 2024, and as Senior Director, Assistant Controller from January 2022 to September 2022. Prior to joining NETGEAR, Mr. Johnson served at Power Integrations, Inc., a semiconductor company, from June 2015 to January 2022, most recently as Assistant Corporate Controller from November 2018 to January 2022. Earlier roles included positions at Xilinx, Inc. (acquired by Advanced Micro Devices, Inc.) and PricewaterhouseCoopers. Mr. Johnson is a certified public accountant (inactive) in California and holds a Master of Business Administration from the University of Louisiana at Lafayette and a Bachelor of Science in Business Administration and Accounting from San Jose State University.

No new compensatory arrangements have been entered into with Mr. Johnson in connection with his appointment as interim CFO. Mr. Johnson will enter into the Company’s standard form of indemnification and advancement agreement.

There are no arrangements or understandings between Mr. Johnson and any other person pursuant to which he will assume the role of interim CFO, nor are there any family relationships between Mr. Johnson and any other executive officer or director of the Company. Mr. Johnson has no direct or indirect material interest in any transaction or proposed transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 7.01

Regulation FD Disclosure.

On June 1, 2026, the Company issued a press release regarding the events described in Item 5.02. Additionally, the Company reaffirmed its financial outlook for full-year fiscal 2026, as provided in its earnings release issued on April 1, 2026. The Company intends to report financial results for the third quarter of fiscal 2026 on July 7, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished pursuant to Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, 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 (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.

Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act, and the Private Securities Litigation Reform Act of 1995 that are not historical in nature, that are predictive or that depend upon or refer to future events or conditions. All statements contained in this Current Report on Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements. These statements may include, but are not limited to, statements concerning the Company’s leadership transition plans, the Company’s financial outlook for full-year fiscal 2026, and the timing for reporting financial results for the third quarter of fiscal 2026. Forward-looking statements often use words such as “anticipate,” “target,” “expect,” “estimate,” “intend,” “plan,” “believe,” “could,” “will,” “may,” and other words of similar meaning. These forward-looking statements are based on current expectations, circumstances, aspirations, and assumptions that are subject to factors and uncertainties that could cause actual results to differ materially from those described in these forward-looking statements. These forward-looking statements are subject to a number of significant risks, uncertainties, and other factors, many of which are outside the Company’s control, including the factors and risks detailed in the Company’s filings with the U.S. Securities and Exchange Commission (which include the Company’s most recent Annual Report on Form 10-K). Such factors and risks as outlined above and in such filings do not constitute all factors and risks that could cause actual results of the Company to be materially different from the Company’s forward-looking statements. Accordingly, investors are cautioned not to place undue reliance on any forward-looking statements. These forward-looking statements are made as of the date of this Current Report on Form 8-K, and the Company does not intend, and has no obligation, to update or revise any forward-looking statements in order to reflect events or circumstances that may arise after the date of this Current Report on Form 8-K, except as required by law.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit

No.

Description

10.1#*

Form of Indemnification and Advancement Agreement for Directors and Officers

99.1**

Press release of Penguin Solutions, Inc. dated June 1, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

Incorporated by reference to Exhibit 10.1 to the Form 8-K12B filed June 30, 2025.

Furnished herewith.

Indicates management contract or compensatory plan.

SIGNATURE

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: June 1, 2026

Penguin Solutions, Inc.

By:

/s/ Anne Kuykendall

Anne Kuykendall

Senior Vice President and Chief Legal Officer

EX-99.1

Filename: d104493dex991.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Press Release

Penguin Solutions Announces

CFO Transition

Company Reaffirms Full-Year Fiscal 2026 Outlook with Both

Net Sales and Diluted EPS Expected to Be at the High End of Outlook Range

for Full-Year Fiscal 2026 Supported by Agentic AI-Driven Demand

Fremont, Calif. — June 1, 2026 — Penguin Solutions, Inc. (Nasdaq: PENG), the AI Factory Platform Company, today announced that Nate

Olmstead, Senior Vice President and Chief Financial Officer, will step down as the CFO of the company on July 8, 2026 to pursue a new opportunity in a different industry. Aaron Johnson, Penguin Solutions’ Vice President of Finance and

Accounting, will succeed Mr. Olmstead as Interim CFO, effective July 9, 2026.

Mr. Johnson is a seasoned finance and accounting executive

with over 16 years of public company experience across the technology sector. He brings a strong track record of financial leadership, strategic execution, and operational discipline, with expertise in business transformation and building scalable

organizations that drive sustainable growth.

The company has initiated a search for a permanent CFO with the support of a leading executive search firm.

“Nate has played an important role in helping Penguin Solutions navigate a period of significant growth and transformation,” said Kash

Shaikh, President and CEO of Penguin Solutions. “His leadership helped strengthen our financial and operational foundation as we advanced our AI Factory Platform strategy. On behalf of the entire Penguin Solutions team, I want to thank Nate

for his partnership, leadership, and contributions, and wish him continued success in his next chapter.”

Shaikh continued, “Our business

momentum remains strong as enterprises accelerate adoption of inference and agentic AI workloads, and demand for memory and AI infrastructure continues to grow. We continue to execute with focus and discipline on our AI Factory Platform strategy,

supported by very strong agentic AI-driven customer demand across our Integrated Memory and AI Infrastructure businesses.”

“It has been a privilege to be part of Penguin Solutions during such an important stage in the company’s evolution,” said Olmstead. “I

am proud of what we accomplished together as we advanced the company’s AI Factory Platform strategy, strengthened the business financially, and positioned Penguin Solutions for long-term growth at the intersection of memory and AI

infrastructure. I am grateful to Kash, the Board, and the entire team for their partnership and support.”

Mr. Olmstead’s departure is

not the result of any disagreement with the company on any matter relating to its operating performance, financial reporting, accounting, internal controls, operations, policies, or practices.

Reaffirms Fiscal 2026 Outlook

Penguin Solutions

reaffirms its previously issued financial outlook for full-year fiscal 2026, as provided in its earnings release issued on April 1, 2026, and expects both net sales and diluted EPS for full-year fiscal 2026 to be at the high end of its

previously issued outlook ranges, supported by very strong agentic AI-driven customer demand across its Integrated Memory and AI Infrastructure businesses.

The company expects to report financial results for the third quarter of fiscal 2026 on July 7, 2026.

Use of Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended,

Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995 that are not historical in nature, that are predictive or that depend upon or refer to future events or conditions. All

statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements. These statements may include, but are not limited to, statements concerning the company’s leadership

transition plans, the company’s financial outlook for full-year fiscal 2026, the company’s ability to execute on its AI Factory Platform strategy, demand for memory and AI infrastructure, AI-driven

customer demand, long-term growth opportunities, and its ability to deliver value to its stakeholders. Forward-looking statements often use words such as “anticipate,” “target,” “expect,” “estimate,”

“intend,” “plan,” “believe,” “could,” “will,” “may,” and other words of similar meaning. These forward-looking statements are based on current expectations, circumstances,

aspirations, and assumptions that are subject to factors and uncertainties that could cause actual results to differ materially from those described in these forward-looking statements. These forward-looking statements are subject to a number of

significant risks, uncertainties, and other factors, many of which are outside Penguin Solutions’ control, including, among others, failure to realize opportunities relating to the company’s growth and stakeholder value, and other

factors and risks detailed in Penguin Solutions’ filings with the U.S. Securities and Exchange Commission (which include Penguin Solutions’ most recent Annual Report on Form 10-K). Such factors and

risks as outlined above and in such filings do not constitute all factors and risks that could cause actual results of Penguin Solutions to be materially different from Penguin Solutions’ forward-looking statements. Accordingly, investors are

cautioned not to place undue reliance on any forward-looking statements. These forward-looking statements are made as of the date of this press release, and Penguin Solutions does not intend, and has no obligation, to update or revise any

forward-looking statements in order to reflect events or circumstances that may arise after the date of this press release, except as required by law.

About Penguin Solutions

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.

Headquartered in Silicon Valley, California, we operate globally through our network of R&D,

manufacturing, and sales locations. Learn more at PenguinSolutions.com.

Penguin Solutions is a registered trademark of Penguin Solutions, Inc. All

other trademarks are the property of their respective owners.

Investor Contact

Suzanne Schmidt

Investor Relations

+1-510-360-8596

ir@penguinsolutions.com

PR Contact

Maureen O’Leary

Corporate Communications

+1-602-330-6846

pr@penguinsolutions.com

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