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The AI Factory Platform Company www.penguinsolutions.com
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This presentation and the oral communications made during the course of this presentation contain forward-looking statements within the meaning of Section 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 depend upon or refer to future events or conditions. These statements may include, but are not limited to, statements concerning or regarding future events and the future financial and operating performance of Penguin Solutions, Inc., a Delaware corporation ("Penguin Solutions," the "Company," "we," "us," or "our"); statements regarding the extent and timing of and expectations regarding Penguin Solutions' future net sales, sales mix, profitability, operating leverage and expenses; statements regarding Penguin Solutions' business momentum and emerging leadership position; statements regarding AI-related demand, customer pipeline, bookings, backlog and the conversion of backlog to net sales, the expected scope, timing and benefits of customer engagements and deployments, market opportunities, industry trends and product development, roadmap, capabilities and performance; statements regarding supply arrangements and component availability; statements regarding working capital, liquidity, capital expenditures and capital structure; statements regarding the potential dilutive effect of our convertible notes and the expected effect of our capped call transactions; statements regarding projected demand for fiscal year 2027 and beyond; statements regarding long-term effective tax rates; and statements regarding the business and financial outlook for fiscal year 2027, including the information under "FY27 Outlook" in this presentation. These statements can be identified by the fact that they do not relate strictly to historical or current facts. Forward-looking statements often use words such as "anticipate," "target," "expect," "estimate," "intend," "plan," "goal," "believe," "could," and other words of similar meaning. Forward-looking statements provide our current expectations or forecasts 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 and economic conditions, including the impact on the financial condition of our customers, particularly in challenging macroeconomic environments; growth and demand trends in technology industries (including trends and markets related to AI), our customer markets and various geographic regions; uncertainties in the geopolitical environment, including those related to global conflicts, such as those in the Middle East and Ukraine, and the global effects thereof on international relations, transport, and trade; our ability to manage our cost structure; statements regarding the expected contributions of executive leadership appointments; disruptions in our operations or supply chain as a result of global pandemics, tariffs, disruptions at our suppliers, or other factors; changes in trade regulations and tariffs or adverse developments in international trade relations and agreements; changes in currency exchange rates; overall information technology spending, including changes in customer spending on our products and services; appropriations for government spending; the success of our strategic initiatives including our redomiciliation to the United States and our ability to realize the anticipated benefits thereof, our rebranding and related strategy, any existing or potential collaborations and additional investments in new products and additional capacity; acquisitions of companies or technologies and the failure to successfully integrate and operate them or customers' negative reactions to them; failure to achieve the intended benefits of the sale of Zilia Technologies Indústria e Comércio de Componentes Eletrônicos Ltda. (formerly SMART Modular Technologies do Brasil - Indústria e Comércio de Componentes Ltda.) and its business; the impact of and expected timing of winding down the manufacturing and discontinuing the sale of products offered through our Penguin Edge business; limitations on or changes in the availability of supply of materials and components; fluctuations in material costs; the temporary or volatile nature of pricing trends in memory or elsewhere; deterioration in customer relationships; our dependence on a select number of customers, and the timing and volume of customer orders and renewals; the impact of customer churn rates, including discounting and churn of significant customers from whom we derive a significant percentage of our revenue; changes in customer demand and sales mix; production or manufacturing difficulties; competitive factors; technological changes; difficulties with, or delays in, the introduction of new products; slowing or contraction of growth in the memory market, LED market or other markets in which we participate; changes to applicable tax regimes or rates; changes to the valuation allowance for our deferred tax assets, including any potential inability to realize these assets in the future; prices for the end products of our customers; strikes or labor disputes; deterioration in or loss of relations with any of our limited number of key vendors; the inability to maintain or expand government business; potential sales of our common stock by the holder of our issued convertible preferred stock or the anticipation of such sales; and the continuing availability of borrowings under revolving lines of credit or other debt arrangements and our ability to raise capital through debt or equity financings. These and other risks, uncertainties and factors are described in greater detail under the sections titled "Risk Factors," "Critical Accounting Estimates," "Results of Operations," "Quantitative and Qualitative Disclosures About Market Risk" and "Liquidity and Capital Resources" contained in the Annual Report on Form 10-K for the fiscal year ended August 29, 2025, as updated by the risk factors, if any, contained in our Quarterly Reports on Form 10-Q and in our other filings with the U.S. Securities and Exchange Commission (the "SEC"). Such risks, uncertainties and factors as outlined above and in such filings could cause our actual results to be materially different from such forward- looking statements. Accordingly, investors are cautioned not to place undue reliance on any forward-looking statements. Any forward-looking statements that we make in this presentation speak only as of the date of this presentation. Except as required by law, we do not undertake to update the forward-looking statements contained in this presentation to reflect the impact of circumstances or events that may arise after the date that the forward-looking statements were made. Statement Regarding Use of Non-GAAP Financial Measures: Unless otherwise indicated, all references to financial measures in this presentation refer to non-GAAP financial measures. This presentation contains the following non-GAAP financial measures: non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, non- GAAP operating income, non-GAAP operating margin, non-GAAP effective tax rate, non-GAAP net income attributable to Penguin Solutions, non-GAAP income available for distribution, non-GAAP net income available to common stockholders, non-GAAP weighted-average shares outstanding, non-GAAP diluted earnings per share and adjusted EBITDA. Penguin Solutions' management uses these non-GAAP measures to supplement Penguin Solutions' financial results under GAAP. Management uses these measures to analyze its operations and make decisions as to future operational plans and believes that this supplemental non-GAAP information is useful to investors in analyzing and assessing Penguin Solutions' past and future operating performance. These non-GAAP measures exclude certain items, such as stock- based compensation expense; amortization of acquisition-related intangible assets (consisting of amortization of developed technology, customer relationships and trademarks/trade names and backlog acquired in connection with business combinations); inventory write-off, stolen in-transit shipment, net of insurance recovery; cost of sales-related restructuring; diligence, acquisition and integration expense; redomiciliation costs; restructuring charges; (gain) loss on disposition of equity investments; (gain) loss on non-marketable equity investments; impairment of goodwill; (gains) losses from changes in foreign currency exchange rates; amortization of debt issuance costs; (gain) loss on extinguishment or prepayment of debt; inducement expense associated with conversions of 2029 and 2030 Notes; other infrequent or unusual items and related tax effects and other tax adjustments. While amortization of acquisition-related intangible assets is excluded, the revenues from acquired companies are reflected in Penguin Solutions' non-GAAP measures and these intangible assets contribute to revenue generation. Management believes the presentation of operating results that exclude certain items provides useful supplemental information to investors and facilitates the analysis of Penguin Solutions' core operating results and comparison of operating results across reporting periods. Management also uses adjusted EBITDA, which represents GAAP net income (loss), adjusted for net interest expense; income tax provision (benefit); depreciation expense and amortization of intangible assets; stock-based compensation expense; inventory write-off, stolen in-transit shipment, net of insurance recovery; cost of sales-related restructuring; diligence, acquisition and integration expense; redomiciliation costs; (gain) loss on disposition of equity investments; (gain) loss on non-marketable equity investments; impairment of goodwill; restructuring charges; loss on extinguishment or prepayment of debt; inducement expense associated with conversions of 2029 and 2030 Notes; and other infrequent or unusual items. Non-GAAP financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP, as they exclude important information about Penguin Solutions' financial results, as noted above. The presentation of these adjusted amounts varies from amounts presented in accordance with GAAP and therefore may not be comparable to amounts reported by other companies. In addition, adjusted EBITDA does not purport to represent cash flow provided by, or used for, operating activities in accordance with GAAP and should not be used as a measure of liquidity. Investors are encouraged to review the "GAAP to Non-GAAP Reconciliations" in the appendix at the end of this presentation. Penguin Solutions’fiscal year is the 52- or 53-week period ending on the last Friday in August. Disclaimer © 2026 Penguin Solutions, Inc. All rights reserved. | 2
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Fourth Quarter & Full Year FY26 Financial Results Nasdaq: PENG October 6, 2026
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Leadership Announcement © 2026 Penguin Solutions, Inc. All rights reserved. | 4 Stephen Cumming has joined Penguin Solutions as our new Chief Financial Officer • Broad experience across infrastructure systems, software, services, and semiconductors • Deep expertise in operational scaling, financial strategy, capital markets, and investor relations • Most recently CFO of Edgio, an infrastructure as a service provider • Former CFO of Cambium Networks, helping lead its 2019 IPO • Former CFO of Kenandy and Atmel, with senior finance roles at Fairchild and National Semiconductor Stephen Cumming SVP & Chief Financial Officer
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Speakers P R E S E N T I N G T O D A Y Kash Shaikh President and CEO Aaron Johnson VP, Finance & Accounting © 2026 Penguin Solutions, Inc. All rights reserved. | 5
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Record Fourth Quarter FY26 Results 6 Strong growth and operating leverage - earnings growing faster than net sales Quarterly Company records set in Q4 Net Sales Operating Income Net Income Adjusted EBITDA Record Record Record Record • 1 AI-driven business net sales reflects our two AI -driven businesses—Integrated Memory net sales and the non -hyperscale AI infrastructure portion of Advanced Computing net sales. Within our Advanced Computing segment, "AI infrastructure business" refers to customer engagements focused on AI workloads, including designing, building, deploying, and managing AI infrastruct ure hardware, software, and services. AI-driven business net sales is presented as supplemental context to highlight AI -related demand across our existing segments. • Non-GAAP diluted EPS and Adjusted EBITDA are non -GAAP measures. For reconciliations to the most directly comparable financial me asures prepared in accordance with GAAP, please see the appendix. Q4 Net Sales $567M Up 68% YoY Q4 Diluted EPS $1.00 Up 133% YoY AI-driven Businesses, Share of Net Sales1 78% Up 141% YoY
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Full Year FY26 Performance 343 343 479 567 Q1 FY26 Q2 FY26 Q3 FY26 Q4 FY26 FY26 Net Sales ($M) Disciplined execution of AI Factory Platform strategy accelerated profitable growth FY26 Net Sales $1.73B Up 26% YoY © 2026 Penguin Solutions, Inc. All rights reserved. | 7 Gross Profit Operating Income Company records for full-year FY26 Record Record +48% YoY +68% YoY EPS1 +79% YoY EPS1 +133% YoY • 1 Q3 FY26 Non-GAAP diluted EPS was $0.84 versus $0.47 in the year -ago quarter, an increase of 79%; Q4 FY26 Non -GAAP diluted EPS was $1.00 versus $0.43 in the year -ago quarter, an increase of 133%. • Non-GAAP diluted EPS and Non -GAAP Operating Income are non -GAAP measures. For reconciliations to the most directly comparable fi nancial measures prepared in accordance with GAAP, please see the appendix.
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AI Market © 2026 Penguin Solutions, Inc. All rights reserved. | 8
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AI’s Path to Super Intelligence © 2026 Penguin Solutions, Inc. All rights reserved. | 9 AI is moving from chatbot adviser to agentic operator Autonomous agents create memory-intensive, latency- sensitive workloads. Agentic AI Drives Inference at Scale GPUs, CPUs, and DRAM must all scale. Penguin sits at the intersection of AI infrastructure and memory. The Entire Data Center Stack Must Scale For persistent inference, on- premises offers better token economics, data control, and performance. On-premises AI Factories Gain Ground
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• Full-Stack AI Factory Platform Our Platform combines five core elements with industry-leading partner technologies, designed to act as a single operating partner for our customers 1. ClusterWareAI AI Factory Platform operating system software 2. MemoryAI and Integrated Memory data center and AI inference solutions 3. ComputeAI GPU & CPU computing systems for AI workloads 4. OriginAI® validated AI factory reference designs 5. End-to-End Services including design, build, deploy, and manage services © 2026 Penguin Solutions, Inc. All rights reserved. | 10 Platform = OEM-like product innovation + system integrator-like services
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Deploy ManageDesign Build Penguin Product-Market Fit for Neocloud Customers Customers need more than hardware and assembly For neoclouds, we help customers Meet service-level agreements Generate revenue faster So they can focus on Securing additional off-takers Scaling their businesses Penguin Solutions: a single operating partner across the entire lifecycle © 2026 Penguin Solutions, Inc. All rights reserved. | 11
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Business Review © 2026 Penguin Solutions, Inc. All rights reserved. | 12
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Advanced Computing Won 6 new AI Infrastructure customers in Q4 4 neoclouds, a large quantitative trading firm, and an enterprise customer. AI Infrastructure bookings accelerating further particularly with neocloud customers. Added supplier to meet AI Infrastructure demand new supplier relationship improves supply availability and supports growing demand. © 2026 Penguin Solutions, Inc. All rights reserved. | 13 Non-hyperscale AI Infrastructure 66%▲ 99% YoY Share of Advanced Computing Net Sales High GrowthQ4 FY26 Net Sales $154M ▲ 11% YoY
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Land and Expand Go-To-Market Model: AI Infrastructure Business © 2026 Penguin Solutions, Inc. All rights reserved. | 14 Customer momentum with strong growth in neoclouds 17 New customers 12 Expanded customer engagements Customer Wins FY26 Q4 FY26 Neocloud Growth Neocloud backed by Major Korean Tech Company Design, build, deploy, and manage liquid-cooled GB300 NVL72 neocloud platform for future GPUaaS expansion. Publicly Traded Neocloud Provider Primary operations provider for AI factory infrastructure, supported by ClusterWareAI and 24x7 operational services. Lektra Neocloud Deploy distributed AI micro-data centers powered by existing carbon-free energy using Penguin’s AI Factory Platform. Global Neocloud Company Multi-year engagement to deploy and operate a 36,000-GPU AI factory in Norway.
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Simplifying Diagnostics with Conversational AI © 2026 Penguin Solutions, Inc. All rights reserved. | 15 AI Factory Operations Agent 1. Conversational User Interface Allows ops teams to easily query cluster status and resolve system alerts by turning complex diagnostics into a simple conversation. 2. Rapid Proficiency Equips administrators with expert-level system knowledge, empowering them to supplement their skillsets and solve complex problems independently and more quickly. 3. Expanding Family of AI Factory Management Agents The first in a set of agents designed to multiply team skillsets and enable increased human-in-the-loop automation. ClusterWareAI Operating System Software
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Penguin Solutions Is an NVIDIA AI Factory Specialized Partner © 2026 Penguin Solutions, Inc. All rights reserved. | 16 Invitation-only designation reflecting the depth of our partnership with NVIDIA NVIDIA AI Factory Specialized Partner More than decade of proven experience designing, building, deploying, and operating NVIDIA - based AI factory infrastructure
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Integrated Memory Q4 FY26 Net Sales Record $341M ▲ 158% YoY Penguin’s CXL Memory Expansion — 1 TB Added 2 new memory customers in Q4 focus on data center memory, where we believe demand is durable Land and expand model central to growth in FY26, we added 15 new customers and 29 customers expanded their relationship AI-driven demand for memory expected to be more durable than a traditional cyclical memory upturn © 2026 Penguin Solutions, Inc. All rights reserved. | 17
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We Believe Data Center Memory Demand Is Durable © 2026 Penguin Solutions, Inc. All rights reserved. | 18 Driven by AI workloads rather than traditional cyclical dynamics Q4 FY26 Memory Wins Leading global AI server manufacturer New business in Q4. Platforms supporting large - scale AI training and inference at some of the world's largest AI deployments. Next-generation AI inference provider Expanded relationship as they scale inference. Our CXL memory expansion products support these memory-intensive workloads. Product Innovation Against the Memory Wall CXL memory expansion cards Memory expansion for inference and agentic AI MemoryAI KV Cache Appliance Real-time inference at scale Photonics Appliance High-bandwidth GPU memory expansion
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Optimized LED Q4 FY26 Net Sales Growth $72M ▲ 7% YoY Executing with discipline Delivering on its innovation roadmap Positive cash flow © 2026 Penguin Solutions, Inc. All rights reserved. | 19
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Strategy Is Working; Growth Is Profitable & Broadening © 2026 Penguin Solutions, Inc. All rights reserved. | 20 We believe we are at the early stages of a long -term profitable growth opportunity AI-driven businesses represented 78% of Q4 net sales and grew 141% year over year. Memory remains strong; AI infrastructure is accelerating further; we are raising FY27 Outlook compared to preliminary view shared last quarter. Our Strategy Is Working; Growth Is Broadening We have built an efficient operating model. EPS growth is outpacing net sales while we continue investing in product innovation. Operating Leverage Driving Profitable Growth Our platform at the intersection of AI Infrastructure & Memory, combined with ClusterWareAI & services, creates a durable long- term competitive advantage. Our Value-Creation Opportunity Is Durable Memory AI Infrastructure
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Financial Review © 2026 Penguin Solutions, Inc. All rights reserved. | 21
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Fourth-Quarter and Full-Year FY26 Net Sales Detail1 22 Q4 FY26 27% 13% 60% Advanced Computing Optimized LED Integrated Memory Product Net Sales $510M FY26 Services Net Sales $57M Services Net Sales $251M Product Net Sales $1.48B 1. Summations may not compute precisely due to rounding. 32% 14% 53% Advanced Computing Optimized LED Integrated Memory $1.73B $567M total net sales total net sales © 2026 Penguin Solutions, Inc. All rights reserved. |
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AI Demand Driving Growth in Memory + AI Infrastructure Q4 FY26 Total Company Net Sales of $567M Integrated Memory Net Sales $341M Advanced Computing Net Sales $154M Optimized LED Net Sales $72M Combined Integrated Memory + Advanced Computing$495M Integrated Memory + Non- Hyperscale AI Infrastructure represented 78% of Q4 FY26 net sales and grew 141% versus Q4 FY25 AI-Driven Business AI-Driven Business AI-Driven Business1 78% • 1AI-driven business net sales reflects our two AI-driven businesses—Integrated Memory net sales and the non-hyperscale AI infrastructure portion of Advanced Computing net sales. It is presented as supplemental context to highlight AI- related demand across our existing segments. © 2026 Penguin Solutions, Inc. All rights reserved. | 23
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($M except per share amounts) Q4 FY26 Q3 FY26 Q4 FY25 Net sales $567 $479 $338 Advanced Computing $154 $138 $138 Integrated Memory $341 $275 $132 Optimized LED $72 $66 $67 Non-GAAP gross profit 2 $163 $135 $104 Non-GAAP operating expenses 2 $73 $70 $65 Non-GAAP operating income 2 $90 $64 $39 Non-GAAP net income 2 $71 $52 $29 Non-GAAP diluted earnings per share 2 $1.00 $0.84 $0.43 Adjusted EBITDA 2 $93 $68 $43 Operating Results 1 1. Summations may not compute precisely due to rounding. 2. Non-GAAP gross profit, Non-GAAP operating expenses, Non-GAAP operating income, Non-GAAP net income, Non-GAAP diluted earnings per share, and Adjusted EBITDA are non-GAAP measures. For reconciliations to the most directly comparable financial measures prepared in accordance with GAAP, please see the appendix. © 2026 Penguin Solutions, Inc. All rights reserved. | 24 FY26 FY25 $1,731 $1,369 $559 $648 $924 $464 $249 $256 $508 $425 $267 $257 $241 $168 $190 $120 $2.87 $1.90 $256 $187
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($M) Q4 FY26 Q3 FY26 Q4 FY25 Working Capital Net Accounts Receivable $796 $704 $308 Days Sales Outstanding 46 days 53 days 51 days Inventory $749 $498 $255 Days of Inventory 48 days 42 days 51 days Accounts Payable $817 $736 $267 Days Payable Outstanding 52 days 62 days 54 days Cash Conversion Cycle 42 days 33 days 49 days Cash Flow Cash, Cash Equivalents and Short-Term Investments (at period end) $647 $440 $454 Net Cash for Operating Activities from Continuing Operations ($163) ($75) ($70) Capital Expenditures & Depreciation CapEx $4 $3 $3 Depreciation $5 $5 $5 Q4 FY26 Balance Sheet and Cash Flow Highlights Net accounts receivable, days sales outstanding, days of inventory,and days payable outstanding are calculated on a gross sales and gross cost of goods sold basis, which were $1,574Mand $1,418M, respectively, for Q4 FY26, $1,221M and $1,088M, respectively, for Q3 FY26, and $550M and $453M, respectively, for Q4 FY25. © 2026 Penguin Solutions, Inc. All rights reserved. | 25
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Our Outlook © 2026 Penguin Solutions, Inc. All rights reserved. | 26
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GAAP Outlook Adjustments Non-GAAP Outlook Net sales 40% YoY Growth +/- 10% — 40% YoY Growth +/- 10% Gross margin 27% +/- 2% 1% (A) 28% +/- 2% Operating expenses $329 million +/- $10 million $(54) million (B)(C) $275 million +/- $10 million Diluted earnings per share $3.50 +/- $0.70 $0.95 (A)(B)(C)(D)(E) $4.45 +/- $0.70 Diluted shares 63 million — 63 million Non-GAAP adjustments (in millions) (A) Stock-based compensation and amortization of acquisition-related intangibles included in cost of sales $ 30 (B) Stock-based compensation and amortization of acquisition-related intangibles included in R&D and SG&A 46 (C) Other operating adjustments 8 (D) Estimated income tax effects (17) (E) Estimated effect of allocation of earnings to participating securities (7) $ 60 FY27 Outlook © 2026 Penguin Solutions, Inc. All rights reserved. | 27
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The AI Factory Platform Company www.penguinsolutions.com Thank You
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© 2026 Penguin Solutions, Inc. All rights reserved . | 29 Three Months Ended Year Ended (In thousands, except percentages) August 28, 2026 May 29, 2026 August 29, 2025 August 28, 2026 August 29, 2025 GAAP gross profit $ 155,900 $ 133,214 $ 96,731 $ 478,925 $ 394,274 Stock-based compensation expense 1,463 1,411 1,324 5,782 6,136 Amortization of acquisition-related intangibles 5,912 5,908 5,920 23,638 23,644 Inventory write-off, stolen in-transit shipment, net of insurance recovery — (5,783) — — — Cost of sales-related restructuring — — 342 (483) 746 Other — — — — (200) Non-GAAP gross profit $ 163,275 $ 134,750 $ 104,317 $ 507,862 $ 424,600 GAAP gross margin 27.5 % 27.8 % 28.6 % 27.7 % 28.8 % Effect of adjustments 1.3 % 0.3 % 2.3 % 1.6 % 2.2 % Non-GAAP gross margin 28.8 % 28.1 % 30.9 % 29.3 % 31.0 % GAAP operating expenses $ 86,438 $ 82,351 $ 84,283 $ 313,329 $ 336,139 Stock-based compensation expense (5,157) (8,585) (6,490) (26,033) (35,040) Amortization of acquisition-related intangibles (1,316) (1,316) (1,885) (5,831) (11,194) Diligence, acquisition and integration expense (858) (1,058) (133) (1,916) (1,829) Redomiciliation costs — — (2,734) — (10,038) Impairment of goodwill — — (4,690) — (16,063) Restructuring charges (4,487) (963) (1,130) (11,240) (2,098) Other (1,141) (63) (2,074) (1,409) (2,929) Non-GAAP operating expenses $ 73,479 $ 70,366 $ 65,147 $ 266,900 $ 256,948 GAAP operating income $ 69,462 $ 50,863 $ 12,448 $ 165,596 $ 58,135 Stock-based compensation expense 6,620 9,996 7,814 31,815 41,176 Amortization of acquisition-related intangibles 7,228 7,224 7,805 29,469 34,838 Inventory write-off, stolen in-transit shipment, net of insurance recovery — (5,783) — — — Cost of sales-related restructuring — — 342 (483) 746 Diligence, acquisition and integration expense 858 1,058 133 1,916 1,829 Redomiciliation costs — — 2,734 — 10,038 Impairment of goodwill — — 4,690 — 16,063 Restructuring charges 4,487 963 1,130 11,240 2,098 Other 1,141 63 2,074 1,409 2,729 Non-GAAP operating income $ 89,796 $ 64,384 $ 39,170 $ 240,962 $ 167,652 GAAP operating margin 12.3 % 10.6 % 3.7 % 9.6 % 4.2 % Effect of adjustments 3.5 % 2.8 % 7.9 % 4.3 % 8.0 % Non-GAAP operating margin 15.8 % 13.4 % 11.6 % 13.9 % 12.2 % GAAP to Non-GAAP Reconciliations
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GAAP to Non-GAAP Reconciliations © 2026 Penguin Solutions, Inc. All rights reserved. | 30 Three Months Ended Year Ended (In thousands, except percentages) August 28, 2026 May 29, 2026 August 29, 2025 August 28, 2026 August 29, 2025 GAAP effective tax rate (153.9) % 14.0 % (12.8) % (22.3) % 41.0 % Effect of adjustments 173.9 % 3.3 % 37.8 % 42.3 % (16.0) % Non-GAAP effective tax rate 20.0 % 17.3 % 25.0 % 20.0 % 25.0 % GAAP net income attributable to Penguin Solutions $ 93,204 $ 44,689 $ 9,431 $ 180,615 $ 25,391 Stock-based compensation expense 6,620 9,996 7,814 31,815 41,176 Amortization of acquisition-related intangibles 7,228 7,224 7,805 29,469 34,838 Inventory write-off, stolen in-transit shipment, net of insurance recovery — (5,783) — — — Cost of sales-related restructuring — — 342 (483) 746 Diligence, acquisition and integration expense 858 1,058 133 1,916 1,829 Redomiciliation costs — — 2,734 — 10,038 Loss on non-marketable equity investment — — — 10,000 — Impairment of goodwill — — 4,690 — 16,063 Gain on disposition of equity investment (14) (3,892) — (30,942) — Restructuring charges 4,487 963 1,130 11,240 2,098 Amortization of debt issuance costs 836 576 674 2,728 3,493 Loss on extinguishment or prepayment of debt — — 2,908 — 2,908 Inducement expense associated with conversions of 2029 and 2030 Notes 33,248 — — 33,248 — Foreign currency (gains) losses (263) 1,080 287 1,014 205 Other 1,141 63 2,074 2,266 2,729 Income tax effects (1) (75,907) (3,728) (11,179) (82,704) (21,189) Non-GAAP net income attributable to Penguin Solutions $ 71,438 $ 52,246 $ 28,843 $ 190,182 $ 120,325 Preferred stock dividends 3,034 3,033 3,034 12,133 8,667 Non-GAAP income available for distribution 68,404 49,213 25,809 178,049 111,658 Income allocated to participating securities 6,124 5,091 2,639 17,486 8,250 Non-GAAP net income available to common stockholders $ 62,280 $ 44,122 $ 23,170 $ 160,563 $ 103,408 Weighted-average shares outstanding - Diluted: GAAP weighted-average shares outstanding 64,040 55,063 54,371 58,825 54,368 Adjustment for dilutive securities and capped calls (2,040) (2,226) (838) (2,848) — Non-GAAP weighted-average shares outstanding 62,000 52,837 53,533 55,977 54,368 (1) The three months and year ended August 29, 2025 include ($8,249) as a one -time tax effect of the U.S. Domestication completed i n the fourth quarter of fiscal 2025.
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© 2026 Penguin Solutions, Inc. All rights reserved . | 31 GAAP to Non-GAAP Reconciliations Three Months Ended Year Ended (In thousands, except per share amounts) August 28, 2026 May 29, 2026 August 29, 2025 August 28, 2026 August 29, 2025 Diluted earnings per share: GAAP diluted earnings per share $ 1.29 $ 0.68 $ 0.11 $ 2.60 $ 0.28 Effect of adjustments (0.29) 0.16 0.32 0.27 1.62 Non-GAAP diluted earnings per share $ 1.00 $ 0.84 $ 0.43 $ 2.87 $ 1.90 Net income attributable to Penguin Solutions $ 93,204 $ 44,689 $ 9,431 $ 180,615 $ 25,391 Interest (income) expense, net (980) 650 153 438 7,305 Income tax (benefit) provision (57,595) 7,515 (1,196) (33,865) 20,066 Depreciation expense and amortization of intangible assets 12,299 12,307 13,206 50,176 56,216 Stock-based compensation expense 6,620 9,996 7,814 31,815 41,176 Inventory write-off, stolen in-transit shipment, net of insurance recovery — (5,783) — — — Cost of sales-related restructuring — — 342 (483) 746 Diligence, acquisition and integration expense 858 1,058 133 1,916 1,829 Redomiciliation costs — — 2,734 — 10,038 Impairment of goodwill — — 4,690 — 16,063 Gain on disposition of equity investment (14) (3,892) — (30,942) — Restructuring charges 4,487 963 1,130 11,240 2,098 Loss on extinguishment or prepayment of debt — — 2,908 — 2,908 Inducement expense associated with conversions of 2029 and 2030 Notes 33,248 — — 33,248 — Loss on non-marketable equity investment — — — 10,000 — Other 1,141 63 2,074 2,266 2,729 Adjusted EBITDA $ 93,268 $ 67,566 $ 43,419 $ 256,424 $ 186,565
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© 2026 Penguin Solutions, Inc. All rights reserved . | 32 (In Thousands of Shares) (In Thousands of Shares) (In Thousands of Shares) (In Thousands of Shares) Stock Price Share Dilution Capped Calls Dilution to PENG Stock Price Share Dilution Capped Calls Dilution to PENG Stock Price Share Dilution Capped Calls Dilution to PENG Stock Price Share Dilution Capped Calls Dilution to PENG $16 — — — $56 1,139 (2,234) (1,095) $96 1,545 (1,303) 242 $136 1,712 (920) 792 $17 — — — $57 1,156 (2,195) (1,039) $97 1,551 (1,290) 261 $137 1,715 (913) 802 $18 — — — $58 1,173 (2,157) (984) $98 1,557 (1,277) 280 $138 1,718 (907) 811 $19 — — — $59 1,189 (2,121) (932) $99 1,562 (1,264) 298 $139 1,721 (900) 821 $20 — — — $60 1,204 (2,085) (881) $100 1,568 (1,251) 317 $140 1,724 (894) 830 $21 — — — $61 1,219 (2,051) (832) $101 1,573 (1,239) 334 $141 1,726 (887) 839 $22 24 (248) (224) $62 1,234 (2,018) (784) $102 1,579 (1,227) 352 $142 1,729 (881) 848 $23 53 (544) (491) $63 1,248 (1,986) (738) $103 1,584 (1,215) 369 $143 1,732 (875) 857 $24 79 (816) (737) $64 1,261 (1,955) (694) $104 1,589 (1,203) 386 $144 1,735 (869) 866 $25 103 (1,066) (963) $65 1,274 (1,925) (651) $105 1,594 (1,192) 402 $145 1,737 (863) 874 $26 126 (1,297) (1,171) $66 1,287 (1,896) (609) $106 1,599 (1,180) 419 $146 1,740 (857) 883 $27 146 (1,510) (1,364) $67 1,299 (1,867) (568) $107 1,604 (1,169) 435 $147 1,742 (851) 891 $28 166 (1,709) (1,543) $68 1,311 (1,840) (529) $108 1,608 (1,158) 450 $148 1,745 (845) 900 $29 232 (2,138) (1,906) $69 1,323 (1,813) (490) $109 1,613 (1,148) 465 $149 1,747 (840) 907 $30 295 (2,337) (2,042) $70 1,334 (1,787) (453) $110 1,617 (1,137) 480 $150 1,750 (834) 916 $31 354 (2,492) (2,138) $71 1,345 (1,762) (417) $111 1,622 (1,127) 495 $151 1,752 (829) 923 $32 409 (2,637) (2,228) $72 1,356 (1,738) (382) $112 1,626 (1,117) 509 $152 1,754 (823) 931 $33 460 (2,773) (2,313) $73 1,366 (1,714) (348) $113 1,631 (1,107) 524 $153 1,757 (818) 939 $34 509 (2,902) (2,393) $74 1,376 (1,691) (315) $114 1,635 (1,097) 538 $154 1,759 (812) 947 $35 555 (3,023) (2,468) $75 1,386 (1,668) (282) $115 1,639 (1,088) 551 $155 1,761 (807) 954 $36 598 (3,137) (2,539) $76 1,396 (1,646) (250) $116 1,643 (1,079) 564 $156 1,764 (802) 962 $37 639 (3,246) (2,607) $77 1,405 (1,625) (220) $117 1,647 (1,069) 578 $157 1,766 (797) 969 $38 678 (3,292) (2,614) $78 1,414 (1,604) (190) $118 1,651 (1,060) 591 $158 1,768 (792) 976 $39 715 (3,208) (2,493) $79 1,423 (1,584) (161) $119 1,655 (1,051) 604 $159 1,770 (787) 983 $40 750 (3,128) (2,378) $80 1,432 (1,564) (132) $120 1,659 (1,043) 616 $160 1,772 (782) 990 $41 783 (3,052) (2,269) $81 1,440 (1,545) (105) $121 1,663 (1,034) 629 $161 1,775 (777) 998 $42 815 (2,979) (2,164) $82 1,448 (1,526) (78) $122 1,666 (1,026) 640 $162 1,777 (772) 1,005 $43 845 (2,910) (2,065) $83 1,456 (1,507) (51) $123 1,670 (1,017) 653 $163 1,779 (768) 1,011 $44 874 (2,843) (1,969) $84 1,464 (1,489) (25) $124 1,673 (1,009) 664 $164 1,781 (763) 1,018 $45 901 (2,780) (1,879) $85 1,472 (1,472) — $125 1,677 (1,001) 676 $165 1,783 (758) 1,025 $46 928 (2,720) (1,792) $86 1,479 (1,455) 24 $126 1,680 (993) 687 $166 1,785 (754) 1,031 $47 953 (2,662) (1,709) $87 1,486 (1,438) 48 $127 1,684 (985) 699 $167 1,787 (749) 1,038 $48 977 (2,607) (1,630) $88 1,493 (1,422) 71 $128 1,687 (977) 710 $168 1,789 (745) 1,044 $49 1,000 (2,553) (1,553) $89 1,500 (1,406) 94 $129 1,691 (970) 721 $169 1,791 (740) 1,051 $50 1,022 (2,502) (1,480) $90 1,507 (1,390) 117 $130 1,694 (962) 732 $170 1,792 (736) 1,056 $51 1,044 (2,453) (1,409) $91 1,514 (1,375) 139 $131 1,697 (955) 742 $171 1,794 (732) 1,062 $52 1,064 (2,406) (1,342) $92 1,520 (1,360) 160 $132 1,700 (948) 752 $172 1,796 (727) 1,069 $53 1,084 (2,361) (1,277) $93 1,527 (1,345) 182 $133 1,703 (941) 762 $173 1,798 (723) 1,075 $54 1,103 (2,317) (1,214) $94 1,533 (1,331) 202 $134 1,706 (934) 772 $174 1,800 (719) 1,081 $55 1,122 (2,275) (1,153) $95 1,539 (1,317) 222 $135 1,709 (927) 782 $175 1,802 (715) 1,087 Convertible Dilution