Penguin Solutions Inc 2026年季度报告

FORM 10-Q Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. Large Accelerated FilerAccelerated filerNon-accelerated filerSmaller reporting companyEmerging growth company☒☐☐☐☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any newor revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ As of March27, 2026, the registrant had 50,747,508 shares of common stock outstanding. Table of Contents Page 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 SolutionsCayman”), from the Cayman Islands to the State of Delaware in the United States, resulting in Penguin Solutions, Inc., aDelaware 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-sanctionedscheme of arrangement under Cayman Islands law, pursuant to which each ordinary share of Penguin Solutions Caymanwas exchanged for one share of common stock of Penguin Solutions Delaware, and each convertible preferred share ofPenguin 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 proxystatement on Schedule 14A, filed with the Securities and Exchange Commission (the “SEC”) on May 2, 2025. The common stock of Penguin Solutions Delaware began trading on The Nasdaq Global Select Market on July 1, 2025(the first trading day following the U.S. Domestication) under the symbol “PENG”, which is the same symbol under whichPenguin Solutions Cayman ordinary shares previously traded. Cautionary Note Regarding Forward-Looking Statements This Quarterly Report on Form 10-Q (“Quarterly Report”) contains “forward-looking statements” within the meaning ofSection 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 dependupon or refer to future events or conditions. These statements may include, but are not limited to, statements regardingfuture events or our future financial or operating performance, the extent and timing of, and expectations regarding, ourfuture revenues and expenses and customer demand, statements regarding our objectives and development of ourservices and capabilities, statements regarding the deployment of our products and services, statements regarding ourreliance on third parties, statements regarding our rebranding initiatives and strategy, and statements using words such as“anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “plan,” “target,” “commit,” “potential,” “should” andsimilar words and the negatives thereof. These forward-looking statements are based on our current expectations orforecasts 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 andeconomic conditions, including the impact on the financial condition of our customers, particularly in challengingmacroeconomic environments, growth and demand trends in technology industries (including trends and markets relatedto artificial intelligence (“AI”)), our customer markets an