Effective upon the completion of the U.S. Domestication, Penguin Solutions Delaware assumed Penguin Solutions Cayman’s equity incentive plans and all outstanding awards and rights thereunder and amended and restated each plan in the form of the Amended and Restated 2017 Stock Incentive Plan, the Amended and Restated 2021 Inducement Plan and the Amended and Restated 2018 Employee Stock Purchase Plan (together with any applicable predecessor plans, the “Incentive Plans”), to provide, among other things, that Penguin Solutions Delaware common stock will be issued, held, available for issuance or used to measure or satisfy benefits as appropriate under the Incentive Plans, in substitution for Penguin Solutions Cayman ordinary shares. The assumed awards and rights have substantially the same terms and conditions that applied prior to the consummation of the U.S. Domestication (including any applicable vesting and change in control provisions and the U.S. Domestication did not constitute a change in control for the purposes of such provisions).

Our Amended and Restated 2017 Stock Incentive Plan (the “2017 Plan”) provides for the issuance of equity awards to our employees, directors and consultants. Such awards include both incentive and non-qualified options, stock appreciation rights, restricted stock awards (“RSAs”), restricted stock units (“RSUs”) and performance-based awards, such as performance-based restricted stock awards (“PRSAs”) and performance-based restricted stock units (“PSUs”). As of August 28, 2026, 6.1 million shares of our common stock were available for issuance under the 2017 Plan.

Our Amended and Restated 2021 Inducement Plan (the “Inducement Plan”) provides for the issuance of equity awards to provide inducements for certain individuals to enter into employment with us within the meaning of Rule 5635(c)(4) of the Nasdaq Marketplace Rules, and to motivate such persons to contribute to, and to enable them to share in, any long-term growth and financial success we may experience. Such awards include options, stock appreciation rights, RSAs, RSUs and performance-based awards such as PRSAs and PSUs. As of August 28, 2026, 1.1 million shares of our common stock were available for issuance under the Inducement Plan.

Our Amended and Restated 2018 Employee Stock Purchase Plan (“ESPP”) has been offered to substantially all employees since April 2018 and generally permits eligible employees to purchase our common stock through payroll deductions of up to 15% of their eligible compensation, subject to certain limitations. As of August 28, 2026, 2.1 million shares of our common stock were available for issuance under the ESPP.


	Shares	Weighted- Average Grant Date Fair Value Per Share		Aggregate Intrinsic Value
Outstanding as of August 29, 2025	3,780	$	21.59	$	91,208
Granted	2,665	$	26.15
Vested	(1,632)	$	20.26
Forfeited and cancelled	(1,142)	$	27.26
Outstanding as of August 28, 2026	3,671	$	23.73	$	181,763


Year ended	August 28, 2026		August 29, 2025		August 30, 2024
Restricted awards granted	2,665		2,137		2,085
Weighted-average grant date fair value per share	$	26.15	$	18.85	$	22.96
Aggregate vesting date fair value of shares vested	$	47,577	$	33,911	$	36,286

Restricted Awards include grants with service, performance and/or market conditions with restrictions that generally lapse after a three- to four-year service period. Awards with market conditions are based on either the Company’s stock price or the Company’s total stockholder return relative to companies included in a market index. For awards with market conditions, the number of shares that will vest will vary between 0% and 200% of target amounts, depending upon the Company’s achievement level over the specified performance period. The

As of August 28, 2026, there were 0.3 million stock options outstanding, which are generally exercisable in increments of either one-fourth or one-third per year beginning one year from the date of grant. Stock options generally expire seven to ten years from the date of grant. The total intrinsic value for options exercised was $3.2 million, $2.3 million and $2.6 million in 2026, 2025 and 2024, respectively.


	Shares	Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value
Outstanding as of August 29, 2025	522	$	13.74	1.89	$	5,426
Granted	—	$	—
Exercised	(266)	$	11.98
Forfeited and cancelled	—	$	—
Outstanding as of August 28, 2026	256	$	15.55	1.96	$	8,711

Exercisable as of August 28, 2026	256	$	15.55	1.96	$	8,711

The fair value of stock options is estimated on the date of grant using the Black-Scholes option pricing model. The expected volatility is based on the historical volatilities of the common stock of comparable publicly traded companies. The expected term of options granted represents the weighted-average period of time that options granted are expected to be outstanding. We apply the simplified approach in which the expected term is the mid-point between the vesting date and the expiration date. The risk-free interest rate is based on the average U.S. Treasury yield curve at the end of the quarter in which the option was granted.

The purchase price of shares under our ESPP is equal to 85% of the lower of the fair market value of our common stock on either the first or last day of each offering period, which is generally six months. Compensation expense is calculated as of the beginning of the offering period as the fair value of the employees’ purchase rights utilizing the Black-Scholes option valuation model and is recognized over the offering period. Under the ESPP, employees purchased 0.5 million shares of common stock for $7.2 million in 2026, 0.5 million shares for $6.8 million in 2025 and 0.6 million shares for $6.8 million in 2024.


Year ended	August 28, 2026		August 29, 2025		August 30, 2024
Stock-based compensation expense by caption:
Cost of sales	$	5,782	$	6,136	$	7,113
Research and development	6,333		6,300		7,120
Selling, general and administrative	19,700		28,740		28,927
	$	31,815	$	41,176	$	43,160