PENGUIN SOLUTIONS INC: FMR LLC reports beneficial ownership of 4,713,403.53 shares, representing 9.0% of common stock as of 03/31/2026.
The filing (Amendment No. 4 to Schedule 13G/A) names FMR LLC as the reporting person and shows Abigail P. Johnson with dispositive power over the same 4,713,403.53 shares. The filing references an attached 13d-1(k) agreement in Exhibit 99 and a power of attorney included by reference.
Positive
None.
Negative
None.
Insights
Large passive stake disclosed: FMR LLC holds 4,713,403.53 shares (9.0%).
The Schedule 13G/A amendment documents a substantial passive position by FMR LLC in Penguin Solutions, totaling 4,713,403.53 shares or 9.0% as of 03/31/2026. The filing lists sole dispositive power and near‑sole voting power figures, consistent with large fund custody arrangements.
Key dependencies include the 13d-1(k) agreement (Exhibit 99) and the referenced power of attorney. Subsequent filings would show any conversion to active ownership or changes in voting/dispositive arrangements.
Disclosure and authority links are intact; Exhibit and POA provide governance traceability.
The amendment attaches governance documents by reference: a power of attorney effective April 13, 2026, and an Exhibit 99 13d-1(k) agreement. These attachments clarify who may exercise voting or disposition rights on behalf of FMR LLC and related persons.
Because the filing is an amendment of a Schedule 13G/A, the disclosure appears procedural; any change to active intent or control would require a different reporting posture in later filings.
Key Figures
Beneficial ownership:4,713,403.53 sharesPercent of class:9.0%Sole voting power:4,708,678.46 shares+4 more
7 metrics
Beneficial ownership4,713,403.53 sharesAmount beneficially owned as reported
Percent of class9.0%Percent of common stock reported
Sole voting power4,708,678.46 sharesSole power to vote reported on cover page
Sole dispositive power4,713,403.53 sharesSole power to dispose reported on cover page
Reporting formSchedule 13G/A (Amendment No. 4)Form type for the disclosure
CUSIP706915105Identifier for Penguin Solutions common stock
Reporting period date03/31/2026Date shown near cover information
Key Terms
Schedule 13G/A, beneficial ownership, sole dispositive power, 13d-1(k) agreement
4 terms
Schedule 13G/Aregulatory
"Amendment No. 4 to Schedule 13G/A reporting beneficial ownership"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
beneficial ownershipfinancial
"Amount beneficially owned: 4713403.53 (b) Percent of class: 9.0 %"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
sole dispositive powerfinancial
"Sole Dispositive Power 4,713,403.53"
Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.
13d-1(k) agreementregulatory
"Please see Exhibit 99 for 13d-1(k) (1) agreement"
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
PENGUIN SOLUTIONS INC
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
706915105
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
706915105
1
Names of Reporting Persons
FMR LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
4,708,678.46
6
Shared Voting Power
0.00
7
Sole Dispositive Power
4,713,403.53
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,713,403.53
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.0 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
CUSIP Number(s):
706915105
1
Names of Reporting Persons
Abigail P. Johnson
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
4,713,403.53
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,713,403.53
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.0 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
PENGUIN SOLUTIONS INC
(b)
Address of issuer's principal executive offices:
45800 NORTHPORT LOOP WEST,FREMONT,CA,USA,94538
Item 2.
(a)
Name of person filing:
FMR LLC
(b)
Address or principal business office or, if none, residence:
245 Summer Street, Boston, Massachusetts 02210
(c)
Citizenship:
Not applicable
(d)
Title of class of securities:
COMMON STOCK
(e)
CUSIP No.:
706915105
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
4713403.53
(b)
Percent of class:
9.0 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Please see the responses to Items 5 and 6 on the cover page.
(ii) Shared power to vote or to direct the vote:
0.00
(iii) Sole power to dispose or to direct the disposition of:
4713403.53
(iv) Shared power to dispose or to direct the disposition of:
0.00
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
One or more other persons are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the COMMON STOCK of PENGUIN SOLUTIONS INC. No one other person's interest in the COMMON STOCK of PENGUIN SOLUTIONS INC is more than five percent of the total outstanding COMMON STOCK.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See attached Exhibit 99.
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
FMR LLC
Signature:
Richard Bourgelas
Name/Title:
Duly authorized under Power of Attorney effective as of April 13, 2026, by and on behalf of FMR LLC and its direct and indirect subsidiaries*
Date:
05/05/2026
Abigail P. Johnson
Signature:
Richard Bourgelas
Name/Title:
Duly authorized under Power of Attorney effective as of April 13, 2026, by and on behalf of Abigail P. Johnson*
Date:
05/05/2026
Comments accompanying signature: *This power of attorney is incorporated herein by reference to Exhibit 24 to the Schedule 13G filed by FMR LLC on April 29,2026, accession number: 0000315066-26-000738.
FMR LLC reports beneficial ownership of 4,713,403.53 shares, representing 9.0% of Penguin Solutions' common stock as of 03/31/2026. The filing is an Amendment No. 4 to Schedule 13G/A reflecting that position.
Who is listed with dispositive power over the shares?
Abigail P. Johnson is listed with sole dispositive power over 4,713,403.53 shares. The filing shows sole voting and dispositive power figures attributed to FMR LLC and dispositive authority linked to Abigail P. Johnson.
Does the filing indicate control or an active intent to influence PENG?
The filing is a Schedule 13G/A amendment, which generally indicates a passive investor position. It does not state an intent to influence or control; governance agreements are referenced in Exhibit 99 and a power of attorney is incorporated by reference.
What supporting documents are attached or referenced?
The amendment references an Exhibit 99 13d-1(k) agreement and incorporates a power of attorney effective April 13, 2026 by reference. Those exhibits identify subsidiary relationships and authority for filings.
How is voting power split in the filing?
The filing shows sole voting power of 4,708,678.46 shares for FMR LLC and shared voting power of 0.00. It lists dispositive power as 4,713,403.53 shares sole and 0.00 shared.
