Amendment: Penguin Solutions Inc. filed SEC Form 8-K: Leadership Update
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SECURITIES AND EXCHANGE COMMISSION
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CURRENT
Amendment No. 1
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Explanatory Note
This Current Report on Form 8-K/A (this “Amendment”) is being filed by Penguin Solutions, Inc. (the “Company”) to amend the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 1, 2026 (the “Initial Form 8-K”), solely to supplement the Company’s disclosure under Item 5.02 of the Initial Form 8-K.
Except as set forth herein, this Amendment does not amend, modify, or update the disclosure contained in the Initial Form 8-K.
| 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.
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: July 1, 2026 | Penguin Solutions, Inc. | |||||
| By: | /s/ Anne Kuykendall | |||||
| Anne Kuykendall | ||||||
| Senior Vice President and Chief Legal Officer | ||||||