Penguin Solutions Inc.

11/02/2026 | Press release | Distributed by Public on 11/02/2026 05:16

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
SK TELECOM CO LTD
2. Issuer Name and Ticker or Trading Symbol
Penguin Solutions, Inc. [PENG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
Former 10% Owner
(Last) (First) (Middle)
SK T-TOWER, 65, EULJI-RO, JUNG-GU
3. Date of Earliest Transaction (Month/Day/Year)
10/29/2026
(Street)
SEOUL 04539
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Convertible Preferred Stock (1) 10/29/2026 S 200,000(2) (4) (5) Common Stock (1) $1,885.81 0 I See footnote(3)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SK TELECOM CO LTD
SK T-TOWER
65, EULJI-RO, JUNG-GU
SEOUL 04539
Former 10% Owner
Astra AI Infra LLC
C/O SK TELECOM CO., LTD.,
SK T-TOWER, 65, EULJI-RO, JUNG-GU
SEOUL 04539
Former 10% Owner

Signatures

/s/ Jong Suk Park, Jong Suk Park, CFO, SK Telecom Co., Ltd. 11/02/2026
**Signature of Reporting Person Date
/s/ Jae Shin Lee, Jae Shin Lee, CEO, Astra AI Infra LLC 11/02/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The Convertible Preferred Stock (the "Convertible Preferred Stock"), par value $0.03 per share, of Penguin Solutions, Inc. (the "Issuer") is convertible at the holder's option into shares of the Issuer's Common Stock, par value $0.03 per share (the "Common Stock"), at a conversion price determined in accordance with the Certificate of Designation of the Convertible Preferred Stock (the "Certificate of Designation"). The number of shares of Common Stock issuable upon conversion may vary in accordance with the terms of the Certificate of Designation.
(2) On October 29, 2026, Astra AI Infra LLC ("Astra"), a wholly owned subsidiary of SK Telecom Co., Ltd., sold all 200,000 shares of Convertible Preferred Stock to SHIFTIX1 LLC in a privately negotiated transaction pursuant to a Stock Transfer Agreement dated as of July 27, 2026. SHIFTIX1 is an indirectly wholly-owned subsidiary of SK hynix NAND Product Solutions Corp., and SK hynix NAND Product Solutions Corp. is a majority-owned subsidiary of SK hynix Inc. The aggregate Purchase Price was $377,162,666, or $1,885.81 per share of Convertible Preferred Stock. Following such sale, the Reporting Persons ceased to beneficially own any securities of the Issuer.
(3) The Convertible Preferred Stock was held directly by Astra and indirectly by SK Telecom Co., Ltd., which wholly owns Astra.
(4) The Convertible Preferred Stock is convertible into Common Stock at the holder's option at any time, subject to the terms of the Certificate of Designation.
(5) The conversion right has no fixed expiration date. The Issuer may require conversion or redeem the Convertible Preferred Stock in the circumstances specified in the Certificate of Designation.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Penguin Solutions Inc. published this content on November 02, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on November 02, 2026 at 11:16 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]