If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




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SCHEDULE 13D




Comment for Type of Reporting Person:
Note to Rows 7, 9 and 11: Represents shares of the common stock, par value $0.03 per share ("Common Stock"), of Penguin Solutions, Inc. (the "Issuer") underlying 200,000 shares of the Issuer's Convertible Preferred Stocks, par value $0.03 per share (the "Preferred Stocks"), beneficially owned by the Reporting Person and which the Reporting Person has the power to acquire within 60 days of the date hereof. The Preferred Stocks are directly held by SHIFTIX1 LLC, a Delaware limited liability company ("SHIFTIX1"). SHIFTIX1 is an indirectly wholly-owned subsidiary of HYAICO Corporation (formerly known as SK hynix NAND Product Solutions Corp.), a Delaware corporation ("HYAICO"). HYAICO is a majority-owned subsidiary of SK hynix Inc. ("SK hynix"). As a result, each of SHIFTIX1, HYAICO, and SK hynix may be deemed beneficial owners of the Preferred Stock and the underlying shares of Common Stock reported herein with SK hynix having the sole power to cause the voting and disposition of such shares. The number of shares of Common Stock into which the Preferred Stocks may convert was calculated as of October 29, 2026, and is subject to adjustment, as described in the Certificate of Designation of the Preferred Stocks, as amended or modified from time to time (the "Certificate of Designation"). The Preferred Stocks are convertible into a number of shares of Common Stock to be determined at the time of conversion based on the Accumulated Stated Value (as defined in the Certificate of Designation) of the Preferred Stocks, accumulated Compounded Dividends (as defined in the Certificate of Designation) and the Conversion Price (as defined in the Certificate of Designation). As of October 29, 2026, the Accumulated Stated Value of the Preferred Stocks was $200 million and the Conversion Price was $32.80784. The Accumulated Stated Value and the Conversion Price are subject to adjustment as described in Section 4 of the Certificate of Designation. Note to Row 13: Calculated based on (i) the 60,616,641 shares of Common Stock outstanding as of October 26, 2026, as reported in the Issuer's prospectus supplement dated October 30, 2026, filed with the Securities and Exchange Commission pursuant to Rule 424(b)(7) on October 30, 2026, and (ii) by giving effect to the 6,096,103 shares of Common Stock underlying the Preferred Stocks.


SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D


 
SK hynix Inc.
 
Signature:/s/ Seonghwan Park
Name/Title:Seonghwan Park, Head of Investor Relations
Date:11/03/2026
 
HYAICO Corporation
 
Signature:/s/ Jeong Hwan Oh
Name/Title:Jeong Hwan Oh, Treasurer
Date:11/03/2026
 
SHIFTIX1 LLC
 
Signature:/s/ Jeong Hwan Oh
Name/Title:Jeong Hwan Oh, Manager
Date:11/03/2026

ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

EX-99.2

EX-99.3