Penguin Solutions, Inc. 8-K Filing

On July 17, 2026, Penguin Solutions, Inc. issued $750 million in aggregate principal amount of 0.00% Convertible Senior Notes due 2031. The company estimates net proceeds of approximately $735.1 million after deducting discounts and commissions. These proceeds will be used to repurchase existing convertible senior notes ($136.7 million for 2029 notes and $161.4 million for 2030 notes), pay for Capped Call Transactions ($49.1 million), and repay $100 million outstanding under a credit agreement. The remainder will be used for general corporate purposes. The notes mature on August 1, 2031, and are convertible into cash and/or shares of common stock under specific conditions, including a stock price exceeding 130% of the conversion price for at least 20 trading days. The initial conversion rate is 8.5690 shares per $1,000 principal amount, implying an initial conversion price of approximately $116.70 per share. The company has also entered into Capped Call Transactions to mitigate potential dilution. In conjunction with the note offering, the company engaged in Exchange Transactions to repurchase existing notes using a combination of cash and shares of common stock.