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    Penguin Solutions Reports Q3 Fiscal 2026 Financial Results

    7/7/26 4:05:00 PM ET
    $PENG
    Semiconductors
    Technology
    Get the next $PENG alert in real time by email

    Delivers Record Quarterly Results and Raises Full-Year Outlook for Both Net Sales and EPS, Reflecting AI-Driven Demand

    Penguin Solutions, Inc. ("Penguin Solutions," "we," "us," or the "Company") (Nasdaq: PENG) today reported financial results for the third quarter of fiscal 2026.

    Third Quarter Financial Highlights

    • Record net sales of $479 million, up 48% versus the year-ago quarter
    • Record Q3 GAAP operating income of $51 million, up 417% versus the year-ago quarter
    • Record Q3 Non-GAAP operating income of $64 million, up 67% versus the year-ago quarter
    • Q3 GAAP diluted EPS of $0.68 versus $(0.01) in the year-ago quarter
    • Q3 Non-GAAP diluted EPS of $0.84 versus $0.47 in the year-ago quarter, an increase of 79%

    "Penguin Solutions delivered a record quarter, exceeding expectations for both net sales and EPS. This profitable growth acceleration reinforces our confidence that our AI Factory Platform strategy is working. Integrated Memory net sales more than doubled year over year, and our AI Infrastructure business continued to build momentum, reflecting strong demand and execution across our memory and AI Infrastructure portfolio," said Kash Shaikh, CEO of Penguin Solutions.

    "We are seeing very strong AI-driven customer demand for memory and AI infrastructure solutions. As inference and agentic AI workloads become more persistent and context-rich, memory is increasingly becoming one of the primary performance and scalability bottlenecks. Penguin is well positioned at the intersection of memory and AI infrastructure to help customers address these evolving requirements. Given robust demand and disciplined execution, we are raising our full-year outlook for both net sales and EPS."

    Third Quarter Business Highlights

    Customer Wins Across Integrated Memory and AI Infrastructure:

    • Continued to execute our land-and-expand strategy, converting new customer wins into expanded commercial relationships across both Integrated Memory and AI Infrastructure.
    • Integrated Memory: Across the trailing four quarters from Q3-25 to Q2-26, we added 16 new logos, and five of those customers subsequently increased their business with us.
    • AI Infrastructure: Added four new AI Infrastructure customer logos in Q3. Across the trailing four quarters from Q3-25 to Q2-26, we added 13 new logos, and seven of those customers subsequently increased their business with us.

    Key Technology and Market Leadership Milestones for Penguin’s AI Factory Platform:

    • Recognized as Dell Technologies Global Alliances Americas AI Partner of the Year, highlighting Penguin’s role in delivering full-stack AI Factory Platforms that combine infrastructure software, advanced memory technologies, compute systems, and services.
    • Became an NVIDIA AI Factory Specialized Partner, recognizing Penguin’s expertise in designing, building, deploying, and managing full-stack AI factory infrastructure for enterprise, sovereign AI, and neocloud environments.
    • Expanded ClusterWareAI operating system software for AI factories with AI-powered operations. The new AI Factory Operations Agent provides administrators with a conversational interface using natural language queries. This agent is the first in a planned family of agentic AI-powered agents designed to automate AI cluster operations with a human-in-the-loop approach.

    Raised Fiscal 2026 Outlook

    Penguin Solutions is further raising its previously-issued improved financial outlook for full-year fiscal 2026, and as of July 7, 2026, expects both net sales and diluted EPS for full-year fiscal 2026 to be above 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, Penguin Solutions now expects full-year fiscal 2026 net sales growth of 22% plus or minus 2%, full-year GAAP EPS of $1.97 plus or minus 5 cents, and full-year non-GAAP EPS of $2.60 plus or minus 5 cents.

    Quarterly Financial Results

     

    GAAP (1)

     

    Non-GAAP (2)

    (in thousands, except per share amounts)

    Q3-26

     

    Q2-26

     

    Q3-25

     

    Q3-26

     

    Q2-26

     

    Q3-25

    Net sales:

     

     

     

     

     

     

     

     

     

     

     

    Advanced Computing

    $

    137,583

     

    $

    115,715

     

    $

    132,498

     

     

    $

    137,583

     

    $

    115,715

     

    $

    132,498

    Integrated Memory

     

    275,067

     

     

    171,629

     

     

    130,124

     

     

     

    275,067

     

     

    171,629

     

     

    130,124

    Optimized LED

     

    66,063

     

     

    55,655

     

     

    61,629

     

     

     

    66,063

     

     

    55,655

     

     

    61,629

    Total net sales

    $

    478,713

     

    $

    342,999

     

    $

    324,251

     

     

    $

    478,713

     

    $

    342,999

     

    $

    324,251

     

     

     

     

     

     

     

     

     

     

     

     

    Gross profit

    $

    133,214

     

    $

    93,702

     

    $

    95,083

     

     

    $

    134,750

     

    $

    106,916

     

    $

    102,753

    Operating income

     

    50,863

     

     

    25,689

     

     

    9,843

     

     

     

    64,384

     

     

    45,254

     

     

    38,474

    Net income attributable to Penguin Solutions

     

    44,689

     

     

    37,452

     

     

    2,661

     

     

     

    52,246

     

     

    34,107

     

     

    31,128

    Diluted earnings (loss) per share

    $

    0.68

     

    $

    0.58

     

    $

    (0.01

    )

     

    $

    0.84

     

    $

    0.52

     

    $

    0.47

    (1)

    GAAP represents U.S. Generally Accepted Accounting Principles.

    (2)

    Non-GAAP represents GAAP excluding the impact of certain activities. Further information regarding the Company’s use of non-GAAP measures and reconciliations between GAAP and non-GAAP measures are included within this press release.

    Business Outlook

    As of July 7, 2026, Penguin Solutions is providing the following financial outlook for fiscal year 2026:

    Updated Outlook

    GAAP

    Outlook

    Adjustments

    Non-GAAP

    Outlook

    Net sales

    22% YoY Growth +/-2%

    —

    22% YoY Growth +/-2%

    Gross margin

    26.5% +/- 0.5%

    2%

    (A)

    28.5% +/- 0.5%

    Operating expenses

    $303 million +/- $5 million

    ($43) million

    (B)(C)

    $260 million +/- $5 million

    Diluted earnings per share

    $1.97 +/- $0.05

    $0.63

    (A)(B)(C)(D)(E)(F)

    $2.60 +/- $0.05

    Diluted shares

    59 million

    (3) million

    56 million

     

    Non-GAAP adjustments (in millions)

     

    (A) Stock-based compensation and amortization of acquisition-related intangibles included in cost of sales

    $ 30

    (B) Stock-based compensation and amortization of acquisition-related intangibles included in R&D and SG&A

    33

    (C) Other operating adjustments

    10

    (D) Other non-operating adjustments (1)

    (20)

    (E) Estimated income tax effects

    (13)

    (F) Estimated effect of allocation of earnings to participating securities

    (5)

     

    $ 35

    (1)

    Primarily reflects net gains associated with non-marketable equity investments.

     

    Previous Outlook

    GAAP

    Outlook

    Adjustments

    Non-GAAP

    Outlook

    Net sales

    12% YoY Growth +/-5%

    —

    12% YoY Growth +/-5%

    Gross margin

    26% +/- 0.5%

    2%

    (A)

    28% +/- 0.5%

    Operating expenses

    $310 million +/- $5 million

    ($60) million

    (B)(C)

    $250 million +/- $5 million

    Diluted earnings per share

    $1.30 +/- $0.15

    $0.85

    (A)(B)(C)(D)(E)(F)

    $2.15 +/- $0.15

    Diluted shares

    53 million

    —

    53 million

     

    Non-GAAP adjustments (in millions)

     

    (A) Stock-based compensation and amortization of acquisition-related intangibles included in cost of sales

    $ 30

    (B) Stock-based compensation and amortization of acquisition-related intangibles included in R&D and SG&A

    50

    (C) Other operating adjustments

    10

    (D) Other non-operating adjustments (1)

    (20)

    (E) Estimated income tax effects

    (18)

    (F) Estimated effect of allocation of earnings to participating securities

    (7)

     

    $ 45

    (1)

    Primarily reflects net gains associated with non-marketable equity investments.

    Third Quarter Fiscal 2026 Earnings Conference Call and Webcast Details

    Penguin Solutions will hold a conference call and webcast to discuss the third quarter fiscal 2026 results and related matters today, July 7, 2026, at 1:30 p.m. Pacific Time (4:30 p.m. Eastern Time). Interested parties may access the call by registering online at https://events.q4inc.com/attendee/735199556, at which time registrants will receive dial-in information as well as a conference ID. The live webcast will also be accessible from the Penguin Solutions investor relations website https://ir.penguinsolutions.com/investors/default.aspx on the Events page, along with the related earnings press release and slide presentation. The webcast replay will be made available on the Quarterly Results page after the call concludes. An archived version of the webcast will be available on the Penguin Solutions investor relations website for approximately one year after the webcast date.

    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. These statements may include, but are not limited to, statements concerning or regarding future events and the future financial and operating performance of Penguin Solutions; statements regarding the extent and timing of and expectations regarding Penguin Solutions’ future net sales, sales mix, profitability and expenses; statements regarding Penguin Solutions’ strategic transformation, business momentum, and emerging leadership position; statements regarding AI-related demand, customer pipeline, market opportunities, industry trends and product performance; statements regarding projected demand for the fourth quarter of fiscal year 2026 and beyond; statements regarding long-term effective tax rates; and statements regarding the business and financial outlook for fiscal year 2026 described under "Business Outlook" above.

    These statements can be identified by the fact that they do not relate strictly to historical or current facts. Forward-looking statements often use words such as "anticipate," "target," "expect," "estimate," "intend," "plan," "goal," "believe," "could," and other words of similar meaning. Forward-looking statements provide our current expectations or forecasts of future events, circumstances, results or aspirations and are subject to a number of significant risks, uncertainties and other factors, many of which are outside of our control, including but not limited to: global business and economic conditions, including the impact on the financial condition of our customers, particularly in challenging macroeconomic environments; growth and demand trends in technology industries (including trends and markets related to artificial intelligence), our customer markets and various geographic regions; uncertainties in the geopolitical environment, including those related to global conflicts, such as those in the Middle East and Ukraine, and the global effects thereof on international relations, transport, and trade; our ability to manage our cost structure; disruptions in our operations or supply chain as a result of global pandemics, tariffs, disruptions at our suppliers, or other factors; changes in trade regulations and tariffs or adverse developments in international trade relations and agreements; changes in currency exchange rates; overall information technology spending, including changes in customer spending on our products and services; appropriations for government spending; the success of our strategic initiatives including the U.S. Domestication (as defined below) and our ability to realize the anticipated benefits thereof, our rebranding and related strategy, any existing or potential collaborations and additional investments in new products and additional capacity; acquisitions of companies or technologies and the failure to successfully integrate and operate them or customers’ negative reactions to them; failure to achieve the intended benefits of the sale of Zilia Technologies Indústria e Comércio de Componentes Eletrônicos Ltda. (formerly SMART Modular Technologies do Brasil - Indústria e Comércio de Componentes Ltda.) and its business; the impact of and expected timing of winding down the manufacturing and discontinuing the sale of products offered through our Penguin Edge business; limitations on or changes in the availability of supply of materials and components; fluctuations in material costs; the temporary or volatile nature of pricing trends in memory or elsewhere; deterioration in customer relationships; our dependence on a select number of customers, and the timing and volume of customer orders and renewals; the impact of customer churn rates, including discounting and churn of significant customers from whom we derive a significant percentage of our revenue; changes in customer demand and sales mix; production or manufacturing difficulties; competitive factors; technological changes; difficulties with, or delays in, the introduction of new products; slowing or contraction of growth in the memory market, LED market or other markets in which we participate; changes to applicable tax regimes or rates; changes to the valuation allowance for our deferred tax assets, including any potential inability to realize these assets in the future; prices for the end products of our customers; strikes or labor disputes; deterioration in or loss of relations with any of our limited number of key vendors; the inability to maintain or expand government business; potential sales of our common stock by the holder of our issued convertible preferred stock or the anticipation of such sales; and the continuing availability of borrowings under revolving lines of credit or other debt arrangements and our ability to raise capital through debt or equity financings.

    These and other risks, uncertainties and factors are described in greater detail under the sections titled "Risk Factors," "Critical Accounting Estimates," "Results of Operations," "Quantitative and Qualitative Disclosures About Market Risk" and "Liquidity and Capital Resources" contained in the Annual Report on Form 10-K for the fiscal year ended August 29, 2025, as updated by the risk factors, if any, contained in our Quarterly Reports on Form 10-Q and in our other filings with the U.S. Securities and Exchange Commission (the "SEC"). Such risks, uncertainties and factors as outlined above and in such filings could cause our actual results to be materially different from such forward-looking statements. Accordingly, investors are cautioned not to place undue reliance on any forward-looking statements. Any forward-looking statements that we make in this press release speak only as of the date of this press release. Except as required by law, we do not undertake to update the forward-looking statements contained in this press release to reflect the impact of circumstances or events that may arise after the date that the forward-looking statements were made.

    Statement Regarding Use of Non-GAAP Financial Measures

    This press release and the accompanying tables contain the following non-GAAP financial measures: non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating income, non-GAAP operating margin, non-GAAP effective tax rate, non-GAAP net income attributable to Penguin Solutions, non-GAAP income available for distribution, non-GAAP net income available to common stockholders, non-GAAP weighted-average shares outstanding, non-GAAP diluted earnings per share and adjusted EBITDA. Penguin Solutions’ management uses these non-GAAP measures to supplement Penguin Solutions’ financial results under GAAP. Management uses these measures to analyze its operations and make decisions as to future operational plans and believes that this supplemental non-GAAP information is useful to investors in analyzing and assessing the Company’s past and future operating performance. These non-GAAP measures exclude certain items, such as stock-based compensation expense; amortization of acquisition-related intangible assets (consisting of amortization of developed technology, customer relationships and trademarks/trade names and backlog acquired in connection with business combinations); inventory write-off, stolen in-transit shipment, net of insurance recovery; cost of sales-related restructuring; diligence, acquisition and integration expense; redomiciliation costs; restructuring charges; (gain) loss on disposition of equity investments; (gain) loss on non-marketable equity investments; impairment of goodwill; changes in the fair value of contingent consideration; (gains) losses from changes in foreign currency exchange rates; amortization of debt issuance costs; (gain) loss on extinguishment or prepayment of debt; other infrequent or unusual items and related tax effects and other tax adjustments. While amortization of acquisition-related intangible assets is excluded, the revenues from acquired companies are reflected in the Company’s non-GAAP measures and these intangible assets contribute to revenue generation. Management believes the presentation of operating results that exclude certain items provides useful supplemental information to investors and facilitates the analysis of the Company’s core operating results and comparison of operating results across reporting periods. Management also uses adjusted EBITDA, which represents GAAP net income (loss), adjusted for net interest expense; income tax provision (benefit); depreciation expense and amortization of intangible assets; stock-based compensation expense; inventory write-off, stolen in-transit shipment, net of insurance recovery; cost of sales-related restructuring; diligence, acquisition and integration expense; redomiciliation costs; (gain) loss on dispositions of equity investments; (gain) loss on non-marketable equity investments; impairment of goodwill; restructuring charges; loss on extinguishment of debt and other infrequent or unusual items.

    Our GAAP effective tax rate can vary significantly from quarter to quarter based on a variety of factors, including, but not limited to, discrete items which are recorded in the period they occur, the tax effects of certain items of income or expense, significant changes in our geographic earnings mix or changes to our strategy or business operations. We are unable to predict the timing and amounts of these items, which could significantly impact our GAAP effective tax rate, and therefore we are unable to reconcile our forward-looking non-GAAP effective tax rate measure to our GAAP effective tax rate.

    Non-GAAP financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP, as they exclude important information about Penguin Solutions’ financial results, as noted above. The presentation of these adjusted amounts varies from amounts presented in accordance with GAAP and therefore may not be comparable to amounts reported by other companies. In addition, adjusted EBITDA does not purport to represent cash flow provided by, or used for, operating activities in accordance with GAAP and should not be used as a measure of liquidity. Investors are encouraged to review the "Reconciliation of GAAP to Non-GAAP Measures" tables below.

    Explanatory Note

    On June 30, 2025, we completed the redomiciliation of the parent company of our corporate group, Penguin Solutions (Cayman), Inc. (formerly known as Penguin Solutions, Inc.), a Cayman Islands exempted company ("Penguin Solutions Cayman"), from the Cayman Islands to the State of Delaware in the United States, resulting in Penguin Solutions, Inc., a Delaware corporation ("Penguin Solutions Delaware"), becoming our publicly traded parent company (the "U.S. Domestication"). Penguin Solutions Delaware is the successor issuer to Penguin Solutions Cayman. The U.S. Domestication was approved by the shareholders of Penguin Solutions Cayman and effected via a court-sanctioned scheme of arrangement under Cayman Islands law, pursuant to which each ordinary share of Penguin Solutions Cayman was exchanged for one share of common stock of Penguin Solutions Delaware, and each convertible preferred share of Penguin Solutions Cayman was exchanged for one share of convertible preferred stock of Penguin Solutions Delaware. Additional information about the U.S. Domestication was included in Penguin Solutions Cayman’s definitive proxy statement on Schedule 14A, filed with the SEC on May 2, 2025.

    As used in this press release, unless stated otherwise or the context requires otherwise, the terms "Penguin Solutions," "Company," "we," "our," "us" or similar terms (i) for periods prior to the consummation of the U.S. Domestication, refer to Penguin Solutions Cayman and its consolidated subsidiaries and (ii) for periods at or after the consummation of the U.S. Domestication, refer to Penguin Solutions Delaware and its consolidated subsidiaries. Throughout this press release, we refer to our equity securities (i) for periods prior to the consummation of the U.S. Domestication, as ordinary shares and/or convertible preferred shares and (ii) for periods at or after the consummation of the U.S. Domestication, as shares of common stock and/or shares of convertible preferred stock.

    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, Inc.

    Consolidated Statements of Operations

    (In thousands, except per share amounts)

    (Unaudited)

     

    Three Months Ended

     

    Nine Months Ended

     

    May 29,

    2026

     

    February 27,

    2026

     

    May 30,

    2025

     

    May 29,

    2026

     

    May 30,

    2025

    Net sales:

     

     

     

     

     

     

     

     

     

    Advanced Computing

    $

    137,583

     

     

    $

    115,715

     

     

    $

    132,498

     

     

    $

    404,750

     

     

    $

    510,081

     

    Integrated Memory

     

    275,067

     

     

     

    171,629

     

     

     

    130,124

     

     

     

    583,217

     

     

     

    332,090

     

    Optimized LED

     

    66,063

     

     

     

    55,655

     

     

     

    61,629

     

     

     

    176,816

     

     

     

    188,701

     

    Total net sales

     

    478,713

     

     

     

    342,999

     

     

     

    324,251

     

     

     

    1,164,783

     

     

     

    1,030,872

     

    Cost of sales

     

    345,499

     

     

     

    249,297

     

     

     

    229,168

     

     

     

    841,758

     

     

     

    733,329

     

    Gross profit

     

    133,214

     

     

     

    93,702

     

     

     

    95,083

     

     

     

    323,025

     

     

     

    297,543

     

     

     

     

     

     

     

     

     

     

     

    Operating expenses:

     

     

     

     

     

     

     

     

     

    Research and development

     

    21,984

     

     

     

    18,976

     

     

     

    20,222

     

     

     

    59,653

     

     

     

    59,940

     

    Selling, general and administrative

     

    59,404

     

     

     

    47,989

     

     

     

    59,724

     

     

     

    160,485

     

     

     

    179,575

     

    Impairment of goodwill

     

    —

     

     

     

    —

     

     

     

    5,294

     

     

     

    —

     

     

     

    11,373

     

    Other operating expense

     

    963

     

     

     

    1,048

     

     

     

    —

     

     

     

    6,753

     

     

     

    968

     

    Total operating expenses

     

    82,351

     

     

     

    68,013

     

     

     

    85,240

     

     

     

    226,891

     

     

     

    251,856

     

    Operating income

     

    50,863

     

     

     

    25,689

     

     

     

    9,843

     

     

     

    96,134

     

     

     

    45,687

     

     

     

     

     

     

     

     

     

     

     

    Non-operating (income) expense:

     

     

     

     

     

     

     

     

     

    Interest expense, net

     

    650

     

     

     

    721

     

     

     

    573

     

     

     

    1,418

     

     

     

    7,152

     

    Other non-operating (income) expense

     

    (3,485

    )

     

     

    (27,983

    )

     

     

    (1,439

    )

     

     

    (19,793

    )

     

     

    (1,012

    )

    Total non-operating (income) expense

     

    (2,835

    )

     

     

    (27,262

    )

     

     

    (866

    )

     

     

    (18,375

    )

     

     

    6,140

     

    Income before taxes

     

    53,698

     

     

     

    52,951

     

     

     

    10,709

     

     

     

    114,509

     

     

     

    39,547

     

     

     

     

     

     

     

     

     

     

     

    Income tax provision

     

    7,515

     

     

     

    14,410

     

     

     

    7,259

     

     

     

    23,730

     

     

     

    21,262

     

    Net income

     

    46,183

     

     

     

    38,541

     

     

     

    3,450

     

     

     

    90,779

     

     

     

    18,285

     

    Net income attributable to noncontrolling interest

     

    1,494

     

     

     

    1,089

     

     

     

    789

     

     

     

    3,368

     

     

     

    2,325

     

    Net income attributable to Penguin Solutions

     

    44,689

     

     

     

    37,452

     

     

     

    2,661

     

     

     

    87,411

     

     

     

    15,960

     

     

     

     

     

     

     

     

     

     

     

    Preferred stock dividends

     

    3,033

     

     

     

    3,033

     

     

     

    3,033

     

     

     

    9,099

     

     

     

    5,633

     

    Income available for distribution

     

    41,656

     

     

     

    34,419

     

     

     

    (372

    )

     

     

    78,312

     

     

     

    10,327

     

    Income allocated to participating securities

     

    4,448

     

     

     

    3,594

     

     

     

    —

     

     

     

    8,210

     

     

     

    678

     

    Net income (loss) available to common stockholders

    $

    37,208

     

     

    $

    30,825

     

     

    $

    (372

    )

     

    $

    70,102

     

     

    $

    9,649

     

     

     

     

     

     

     

     

     

     

     

    Earnings (loss) per share:

     

     

     

     

     

     

     

     

     

    Basic

    $

    0.73

     

     

    $

    0.59

     

     

    $

    (0.01

    )

     

    $

    1.35

     

     

    $

    0.18

     

    Diluted

    $

    0.68

     

     

    $

    0.58

     

     

    $

    (0.01

    )

     

    $

    1.29

     

     

    $

    0.18

     

     

     

     

     

     

     

     

     

     

     

    Common stock used in per share calculations:

     

     

     

     

     

     

     

     

     

    Basic

     

    50,998

     

     

     

    52,283

     

     

     

    53,130

     

     

     

    52,051

     

     

     

    53,355

     

    Diluted

     

    55,063

     

     

     

    53,186

     

     

     

    53,738

     

     

     

    54,565

     

     

     

    54,336

     

     

    Penguin Solutions, Inc.

    Reconciliation of GAAP to Non-GAAP Measures

    (In thousands, except percentages)

    (Unaudited)

     

    Three Months Ended

     

    Nine Months Ended

     

    May 29,

    2026

     

    February 27,

    2026

     

    May 30,

    2025

     

    May 29,

    2026

     

    May 30,

    2025

    GAAP gross profit

    $

    133,214

     

     

    $

    93,702

     

     

    $

    95,083

     

     

    $

    323,025

     

     

    $

    297,543

     

    Stock-based compensation expense

     

    1,411

     

     

     

    1,522

     

     

     

    1,393

     

     

     

    4,319

     

     

     

    4,812

     

    Amortization of acquisition-related intangibles

     

    5,908

     

     

     

    5,909

     

     

     

    5,908

     

     

     

    17,726

     

     

     

    17,724

     

    Inventory write-off, stolen in-transit shipment, net of insurance recovery

     

    (5,783

    )

     

     

    5,783

     

     

     

    —

     

     

     

    —

     

     

     

    —

     

    Cost of sales-related restructuring

     

    —

     

     

     

    —

     

     

     

    369

     

     

     

    (483

    )

     

     

    404

     

    Other

     

    —

     

     

     

    —

     

     

     

    —

     

     

     

    —

     

     

     

    (200

    )

    Non-GAAP gross profit

    $

    134,750

     

     

    $

    106,916

     

     

    $

    102,753

     

     

    $

    344,587

     

     

    $

    320,283

     

     

     

     

     

     

     

     

     

     

     

    GAAP gross margin

     

    27.8

    %

     

     

    27.3

    %

     

     

    29.3

    %

     

     

    27.7

    %

     

     

    28.9

    %

    Effect of adjustments

     

    0.3

    %

     

     

    3.9

    %

     

     

    2.4

    %

     

     

    1.9

    %

     

     

    2.2

    %

    Non-GAAP gross margin

     

    28.1

    %

     

     

    31.2

    %

     

     

    31.7

    %

     

     

    29.6

    %

     

     

    31.1

    %

     

     

     

     

     

     

     

     

     

     

    GAAP operating expenses

    $

    82,351

     

     

    $

    68,013

     

     

    $

    85,240

     

     

    $

    226,891

     

     

    $

    251,856

     

    Stock-based compensation expense

     

    (8,585

    )

     

     

    (3,597

    )

     

     

    (8,858

    )

     

     

    (20,876

    )

     

     

    (28,550

    )

    Amortization of acquisition-related intangibles

     

    (1,316

    )

     

     

    (1,600

    )

     

     

    (2,531

    )

     

     

    (4,515

    )

     

     

    (9,309

    )

    Diligence, acquisition and integration expense

     

    (1,058

    )

     

     

    —

     

     

     

    (296

    )

     

     

    (1,058

    )

     

     

    (1,696

    )

    Redomiciliation costs

     

    —

     

     

     

    —

     

     

     

    (3,702

    )

     

     

    —

     

     

     

    (7,304

    )

    Impairment of goodwill

     

    —

     

     

     

    —

     

     

     

    (5,294

    )

     

     

    —

     

     

     

    (11,373

    )

    Restructuring charges

     

    (963

    )

     

     

    (1,048

    )

     

     

    —

     

     

     

    (6,753

    )

     

     

    (968

    )

    Other

     

    (63

    )

     

     

    (106

    )

     

     

    (280

    )

     

     

    (268

    )

     

     

    (855

    )

    Non-GAAP operating expenses

    $

    70,366

     

     

    $

    61,662

     

     

    $

    64,279

     

     

    $

    193,421

     

     

    $

    191,801

     

     

     

     

     

     

     

     

     

     

     

    GAAP operating income

    $

    50,863

     

     

    $

    25,689

     

     

    $

    9,843

     

     

    $

    96,134

     

     

    $

    45,687

     

    Stock-based compensation expense

     

    9,996

     

     

     

    5,119

     

     

     

    10,251

     

     

     

    25,195

     

     

     

    33,362

     

    Amortization of acquisition-related intangibles

     

    7,224

     

     

     

    7,509

     

     

     

    8,439

     

     

     

    22,241

     

     

     

    27,033

     

    Inventory write-off, stolen in-transit shipment, net of insurance recovery

     

    (5,783

    )

     

     

    5,783

     

     

     

    —

     

     

     

    —

     

     

     

    —

     

    Cost of sales-related restructuring

     

    —

     

     

     

    —

     

     

     

    369

     

     

     

    (483

    )

     

     

    404

     

    Diligence, acquisition and integration expense

     

    1,058

     

     

     

    —

     

     

     

    296

     

     

     

    1,058

     

     

     

    1,696

     

    Redomiciliation costs

     

    —

     

     

     

    —

     

     

     

    3,702

     

     

     

    —

     

     

     

    7,304

     

    Impairment of goodwill

     

    —

     

     

     

    —

     

     

     

    5,294

     

     

     

    —

     

     

     

    11,373

     

    Restructuring charges

     

    963

     

     

     

    1,048

     

     

     

    —

     

     

     

    6,753

     

     

     

    968

     

    Other

     

    63

     

     

     

    106

     

     

     

    280

     

     

     

    268

     

     

     

    655

     

    Non-GAAP operating income

    $

    64,384

     

     

    $

    45,254

     

     

    $

    38,474

     

     

    $

    151,166

     

     

    $

    128,482

     

     

     

     

     

     

     

     

     

     

     

    GAAP operating margin

     

    10.6

    %

     

     

    7.5

    %

     

     

    3.0

    %

     

     

    8.3

    %

     

     

    4.4

    %

    Effect of adjustments

     

    2.8

    %

     

     

    5.7

    %

     

     

    8.9

    %

     

     

    4.7

    %

     

     

    8.1

    %

    Non-GAAP operating margin

     

    13.4

    %

     

     

    13.2

    %

     

     

    11.9

    %

     

     

    13.0

    %

     

     

    12.5

    %

     

    Penguin Solutions, Inc.

    Reconciliation of GAAP to Non-GAAP Measures, Continued

    (In thousands, except per share amounts)

    (Unaudited)

     

    Three Months Ended

     

    Nine Months Ended

     

    May 29,

    2026

     

    February 27,

    2026

     

    May 30,

    2025

     

    May 29,

    2026

     

    May 30,

    2025

    GAAP effective tax rate

     

    14.0

    %

     

     

    27.2

    %

     

     

    67.8

    %

     

     

    20.7

    %

     

     

    53.8

    %

    Effect of adjustments

     

    3.3

    %

     

     

    (5.2

    )%

     

     

    (49.4

    )%

     

     

    (0.7

    )%

     

     

    (28.8

    )%

    Non-GAAP effective tax rate

     

    17.3

    %

     

     

    22.0

    %

     

     

    18.4

    %

     

     

    20.0

    %

     

     

    25.0

    %

     

     

     

     

     

     

     

     

     

     

    GAAP net income attributable to Penguin Solutions

    $

    44,689

     

     

    $

    37,452

     

     

    $

    2,661

     

     

    $

    87,411

     

     

    $

    15,960

     

    Stock-based compensation expense

     

    9,996

     

     

     

    5,119

     

     

     

    10,251

     

     

     

    25,195

     

     

     

    33,362

     

    Amortization of acquisition-related intangibles

     

    7,224

     

     

     

    7,509

     

     

     

    8,439

     

     

     

    22,241

     

     

     

    27,033

     

    Inventory write-off, stolen in-transit shipment, net of insurance recovery

     

    (5,783

    )

     

     

    5,783

     

     

     

    —

     

     

     

    —

     

     

     

    —

     

    Cost of sales-related restructuring

     

    —

     

     

     

    —

     

     

     

    369

     

     

     

    (483

    )

     

     

    404

     

    Diligence, acquisition and integration expense

     

    1,058

     

     

     

    —

     

     

     

    296

     

     

     

    1,058

     

     

     

    1,696

     

    Redomiciliation costs

     

    —

     

     

     

    —

     

     

     

    3,702

     

     

     

    —

     

     

     

    7,304

     

    Loss on non-marketable equity investment

     

    —

     

     

     

    —

     

     

     

    —

     

     

     

    10,000

     

     

     

    —

     

    Impairment of goodwill

     

    —

     

     

     

    —

     

     

     

    5,294

     

     

     

    —

     

     

     

    11,373

     

    Gain on disposition of equity investment

     

    (3,892

    )

     

     

    (27,036

    )

     

     

    —

     

     

     

    (30,928

    )

     

     

    —

     

    Restructuring charges

     

    963

     

     

     

    1,048

     

     

     

    —

     

     

     

    6,753

     

     

     

    968

     

    Amortization of debt issuance costs

     

    576

     

     

     

    658

     

     

     

    916

     

     

     

    1,892

     

     

     

    2,819

     

    Foreign currency (gains) losses

     

    1,080

     

     

     

    (1,015

    )

     

     

    (1,134

    )

     

     

    1,277

     

     

     

    (82

    )

    Other

     

    63

     

     

     

    106

     

     

     

    280

     

     

     

    1,125

     

     

     

    655

     

    Income tax effects

     

    (3,728

    )

     

     

    4,483

     

     

     

    54

     

     

     

    (6,797

    )

     

     

    (10,010

    )

    Non-GAAP net income attributable to Penguin Solutions

     

    52,246

     

     

     

    34,107

     

     

     

    31,128

     

     

     

    118,744

     

     

     

    91,482

     

     

     

     

     

     

     

     

     

     

     

    Preferred stock dividends

     

    3,033

     

     

     

    3,033

     

     

     

    3,033

     

     

     

    9,099

     

     

     

    5,633

     

    Non-GAAP income available for distribution

     

    49,213

     

     

     

    31,074

     

     

     

    28,095

     

     

     

    109,645

     

     

     

    85,849

     

    Income allocated to participating securities

     

    5,091

     

     

     

    3,195

     

     

     

    2,863

     

     

     

    11,180

     

     

     

    5,545

     

    Non-GAAP net income available to common stockholders

    $

    44,122

     

     

    $

    27,879

     

     

    $

    25,232

     

     

    $

    98,465

     

     

    $

    80,304

     

     

     

     

     

     

     

     

     

     

     

    Weighted-average shares outstanding - Diluted:

     

     

     

     

     

     

     

     

     

    GAAP weighted-average shares outstanding

     

    55,063

     

     

     

    53,186

     

     

     

    53,738

     

     

     

    54,565

     

     

     

    54,336

     

    Adjustment for dilutive securities and capped calls

     

    (2,226

    )

     

     

    —

     

     

     

    —

     

     

     

    (872

    )

     

     

    —

     

    Non-GAAP weighted-average shares outstanding

     

    52,837

     

     

     

    53,186

     

     

     

    53,738

     

     

     

    53,693

     

     

     

    54,336

     

     

    Penguin Solutions, Inc.

    Reconciliation of GAAP to Non-GAAP Measures, Continued

    (In thousands, except per share amounts)

    (Unaudited)

     

    Three Months Ended

     

    Nine Months Ended

     

    May 29,

    2026

     

    February 27,

    2026

     

    May 30,

    2025

     

    May 29,

    2026

     

    May 30,

    2025

    Diluted earnings (loss) per share:

     

     

     

     

     

     

     

     

     

    GAAP diluted earnings (loss) per share

    $

    0.68

     

     

    $

    0.58

     

     

    $

    (0.01

    )

     

    $

    1.29

     

     

    $

    0.18

    Effect of adjustments

     

    0.16

     

     

     

    (0.06

    )

     

     

    0.48

     

     

     

    0.54

     

     

     

    1.30

    Non-GAAP diluted earnings per share

    $

    0.84

     

     

    $

    0.52

     

     

    $

    0.47

     

     

    $

    1.83

     

     

    $

    1.48

     

     

     

     

     

     

     

     

     

     

    Net income attributable to Penguin Solutions

    $

    44,689

     

     

    $

    37,452

     

     

    $

    2,661

     

     

    $

    87,411

     

     

    $

    15,960

    Interest expense, net

     

    650

     

     

     

    721

     

     

     

    573

     

     

     

    1,418

     

     

     

    7,152

    Income tax provision

     

    7,515

     

     

     

    14,410

     

     

     

    7,259

     

     

     

    23,730

     

     

     

    21,262

    Depreciation expense and amortization of intangible assets

     

    12,307

     

     

     

    12,751

     

     

     

    14,012

     

     

     

    37,877

     

     

     

    43,010

    Stock-based compensation expense

     

    9,996

     

     

     

    5,119

     

     

     

    10,251

     

     

     

    25,195

     

     

     

    33,362

    Inventory write-off, stolen in-transit shipment, net of insurance recovery

     

    (5,783

    )

     

     

    5,783

     

     

     

    —

     

     

     

    —

     

     

     

    —

    Cost of sales-related restructuring

     

    —

     

     

     

    —

     

     

     

    369

     

     

     

    (483

    )

     

     

    404

    Diligence, acquisition and integration expense

     

    1,058

     

     

     

    —

     

     

     

    296

     

     

     

    1,058

     

     

     

    1,696

    Redomiciliation costs

     

    —

     

     

     

    —

     

     

     

    3,702

     

     

     

    —

     

     

     

    7,304

    Impairment of goodwill

     

    —

     

     

     

    —

     

     

     

    5,294

     

     

     

    —

     

     

     

    11,373

    Gain on disposition of equity investment

     

    (3,892

    )

     

     

    (27,036

    )

     

     

    —

     

     

     

    (30,928

    )

     

     

    —

    Restructuring charges

     

    963

     

     

     

    1,048

     

     

     

    —

     

     

     

    6,753

     

     

     

    968

    Loss on non-marketable equity investment

     

    —

     

     

     

    —

     

     

     

    —

     

     

     

    10,000

     

     

     

    —

    Other

     

    63

     

     

     

    106

     

     

     

    280

     

     

     

    1,125

     

     

     

    655

    Adjusted EBITDA

    $

    67,566

     

     

    $

    50,354

     

     

    $

    44,697

     

     

    $

    163,156

     

     

    $

    143,146

     

    Penguin Solutions, Inc.

    Consolidated Balance Sheets

    (In thousands)

    (Unaudited)

    As of

    May 29,

    2026

     

    August 29,

    2025

    Assets

     

     

     

    Cash and cash equivalents

    $

    440,301

     

     

    $

    453,754

     

    Accounts receivable, net

     

    702,981

     

     

     

    307,904

     

    Accounts receivable, net - related party

     

    1,288

     

     

     

    —

     

    Inventories

     

    498,318

     

     

     

    255,182

     

    Other current assets

     

    85,866

     

     

     

    47,387

     

    Total current assets

     

    1,728,754

     

     

     

    1,064,227

     

    Property and equipment, net

     

    85,209

     

     

     

    92,603

     

    Operating lease right-of-use assets

     

    55,515

     

     

     

    58,847

     

    Intangible assets, net

     

    66,536

     

     

     

    87,754

     

    Goodwill

     

    145,895

     

     

     

    145,895

     

    Deferred tax assets

     

    98,789

     

     

     

    99,107

     

    Other noncurrent assets

     

    10,336

     

     

     

    68,767

     

    Total assets

    $

    2,191,034

     

     

    $

    1,617,200

     

     

     

     

     

    Liabilities, Temporary Equity and Stockholders' Equity

     

     

     

    Accounts payable and accrued expenses

    $

    802,639

     

     

    $

    318,761

     

    Current debt

     

    148,401

     

     

     

    19,945

     

    Deferred revenue

     

    90,406

     

     

     

    73,893

     

    Other current liabilities

     

    78,291

     

     

     

    61,300

     

    Total current liabilities

     

    1,119,737

     

     

     

    473,899

     

    Long-term debt

     

    294,763

     

     

     

    441,893

     

    Noncurrent operating lease liabilities

     

    59,345

     

     

     

    62,736

     

    Other noncurrent liabilities

     

    60,779

     

     

     

    30,445

     

    Total liabilities

     

    1,534,624

     

     

     

    1,008,973

     

     

     

     

     

    Commitments and contingencies

     

     

     

     

     

     

     

    Temporary equity

     

     

     

    Preferred stock, $0.03 par value; authorized 30,000 shares; 200 shares of convertible preferred stock issued and outstanding as of May 29, 2026 and August 29, 2025. Redemption amount of $200,500 as of May 29, 2026 and August 29, 2025.

     

    202,710

     

     

     

    202,710

     

     

     

     

     

    Penguin Solutions stockholders’ equity:

     

     

     

    Common stock, $0.03 par value; authorized 200,000 shares; 64,804 shares issued and 51,240 outstanding as of May 29, 2026; 62,756 shares issued and 52,738 outstanding as of August 29, 2025.

     

    1,944

     

     

     

    1,883

     

    Additional paid-in capital

     

    587,047

     

     

     

    551,712

     

    Retained earnings

     

    125,021

     

     

     

    46,709

     

    Treasury stock, 13,564 and 10,018 shares held as of May 29, 2026 and August 29, 2025, respectively

     

    (274,962

    )

     

     

    (206,076

    )

    Accumulated other comprehensive income

     

    11

     

     

     

    18

     

    Total Penguin Solutions stockholders’ equity

     

    439,061

     

     

     

    394,246

     

    Noncontrolling interest in subsidiary

     

    14,639

     

     

     

    11,271

     

    Total stockholders' equity

     

    453,700

     

     

     

    405,517

     

    Total liabilities, temporary equity and stockholders' equity

    $

    2,191,034

     

     

    $

    1,617,200

     

     

    Penguin Solutions, Inc.

    Consolidated Statements of Cash Flows

    (In thousands)

    (Unaudited)

     

    Three Months Ended

     

    Nine Months Ended

     

    May 29,

    2026

     

    February 27,

    2026

     

    May 30,

    2025

     

    May 29,

    2026

     

    May 30,

    2025

    Cash flows from operating activities

     

     

     

     

     

     

     

     

     

    Net income

    $

    46,183

     

     

    $

    38,541

     

     

    $

    3,450

     

     

    $

    90,779

     

     

    $

    18,285

     

    Adjustments to reconcile net income (loss) from continuing operations to cash provided by (used for) operating activities

     

     

     

     

     

     

     

     

     

    Depreciation expense and amortization of intangible assets

     

    12,307

     

     

     

    12,751

     

     

     

    14,012

     

     

     

    37,877

     

     

     

    43,010

     

    Amortization of debt issuance costs

     

    576

     

     

     

    658

     

     

     

    916

     

     

     

    1,892

     

     

     

    2,819

     

    Stock-based compensation expense

     

    9,996

     

     

     

    5,119

     

     

     

    10,251

     

     

     

    25,195

     

     

     

    33,362

     

    Loss on impairment of non-marketable equity investment

     

    —

     

     

     

    —

     

     

     

    —

     

     

     

    10,000

     

     

     

    —

     

    Impairment of goodwill

     

    —

     

     

     

    —

     

     

     

    5,294

     

     

     

    —

     

     

     

    11,373

     

    Gain on disposition of equity investment

     

    (3,892

    )

     

     

    (27,036

    )

     

     

    —

     

     

     

    (30,928

    )

     

     

    —

     

    Deferred income taxes, net

     

    291

     

     

     

    (55

    )

     

     

    959

     

     

     

    321

     

     

     

    1,122

     

    Other

     

    (377

    )

     

     

    (1,226

    )

     

     

    (1,040

    )

     

     

    526

     

     

     

    (2,468

    )

    Changes in operating assets and liabilities:

     

     

     

     

     

     

     

     

     

    Accounts receivable

     

    (333,660

    )

     

     

    (28,641

    )

     

     

    37,880

     

     

     

    (396,365

    )

     

     

    (40,760

    )

    Inventories

     

    (175,958

    )

     

     

    (109,155

    )

     

     

    15,389

     

     

     

    (243,136

    )

     

     

    (30,776

    )

    Other assets

     

    12,708

     

     

     

    (1,933

    )

     

     

    (1,979

    )

     

     

    9,899

     

     

     

    13,741

     

    Accounts payable and accrued expenses and other liabilities

     

    357,038

     

     

     

    165,929

     

     

     

    11,788

     

     

     

    505,162

     

     

     

    133,908

     

    Net cash provided by (used for) operating activities from continuing operations

     

    (74,788

    )

     

     

    54,952

     

     

     

    96,920

     

     

     

    11,222

     

     

     

    183,616

     

    Net cash used for operating activities from discontinued operations

     

    —

     

     

     

    —

     

     

     

    (4,099

    )

     

     

    —

     

     

     

    (4,099

    )

    Net cash provided by (used for) operating activities

     

    (74,788

    )

     

     

    54,952

     

     

     

    92,821

     

     

     

    11,222

     

     

     

    179,517

     

     

     

     

     

     

     

     

     

     

     

    Cash flows from investing activities

     

     

     

     

     

     

     

     

     

    Capital expenditures and deposits on equipment

     

    (2,841

    )

     

     

    (1,603

    )

     

     

    (1,916

    )

     

     

    (7,297

    )

     

     

    (6,087

    )

    Proceeds from sales and maturities of investment securities

     

    —

     

     

     

    —

     

     

     

    12,650

     

     

     

    —

     

     

     

    27,485

     

    Proceeds from disposition of equity investments

     

    39,552

     

     

     

    32,186

     

     

     

    —

     

     

     

    71,738

     

     

     

    —

     

    Purchases of held-to-maturity investment securities

     

    —

     

     

     

    —

     

     

     

    (12,733

    )

     

     

    —

     

     

     

    (46,127

    )

    Other

     

    (492

    )

     

     

    (319

    )

     

     

    (474

    )

     

     

    (1,332

    )

     

     

    (1,015

    )

    Net cash provided by (used for) investing activities from continuing operations

     

    36,219

     

     

     

    30,264

     

     

     

    (2,473

    )

     

     

    63,109

     

     

     

    (25,744

    )

    Net cash provided by investing activities from discontinued operations

     

    —

     

     

     

    —

     

     

     

    28,350

     

     

     

    —

     

     

     

    28,350

     

    Net cash provided by investing activities

     

    36,219

     

     

     

    30,264

     

     

     

    25,877

     

     

     

    63,109

     

     

     

    2,606

     

     

    Penguin Solutions, Inc.

    Consolidated Statements of Cash Flows, Continued

    (In thousands)

    (Unaudited)

     

    Three Months Ended

     

    Nine Months Ended

     

    May 29,

    2026

     

    February 27,

    2026

     

    May 30,

    2025

     

    May 29,

    2026

     

    May 30,

    2025

    Cash flows from financing activities

     

     

     

     

     

     

     

     

     

    Proceeds from issuance of convertible preferred stock, net of issuance costs

     

    —

     

     

     

    —

     

     

     

    —

     

     

     

    —

     

     

     

    191,182

     

    Repayments of debt

     

    —

     

     

     

    (20,000

    )

     

     

    —

     

     

     

    (20,000

    )

     

     

    —

     

    Payments to acquire common stock

     

    (11,752

    )

     

     

    (36,941

    )

     

     

    (31,645

    )

     

     

    (68,886

    )

     

     

    (49,240

    )

    Proceeds from restricted cash advances

     

    38,000

     

     

     

    —

     

     

     

    —

     

     

     

    38,000

     

     

     

    —

     

    Payment of preferred stock cash dividends

     

    (2,900

    )

     

     

    (3,067

    )

     

     

    (2,867

    )

     

     

    (9,100

    )

     

     

    (5,100

    )

    Proceeds from issuance of common stock

     

    4,350

     

     

     

    2,513

     

     

     

    4,004

     

     

     

    10,202

     

     

     

    7,745

     

    Net cash provided by (used for) financing activities

     

    27,698

     

     

     

    (57,495

    )

     

     

    (30,508

    )

     

     

    (49,784

    )

     

     

    144,587

     

     

     

     

     

     

     

     

     

     

     

    Net increase (decrease) in cash, cash equivalents and restricted cash

     

    (10,871

    )

     

     

    27,721

     

     

     

    88,189

     

     

     

    24,547

     

     

     

    326,710

     

    Cash, cash equivalents and restricted cash at beginning of period

     

    489,488

     

     

     

    461,767

     

     

     

    621,998

     

     

     

    454,070

     

     

     

    383,477

     

    Cash, cash equivalents and restricted cash at end of period

    $

    478,617

     

     

    $

    489,488

     

     

    $

    710,187

     

     

    $

    478,617

     

     

    $

    710,187

     

     

    View source version on businesswire.com: https://www.businesswire.com/news/home/20260707722795/en/

    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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