SK hynix Inc., through subsidiaries HYAICO Corporation and SHIFTIX1 LLC, filed a Schedule 13D with the SEC on November 3, 2026, disclosing beneficial ownership of shares of Penguin Solutions, Inc. underlying convertible preferred stock acquired on October 29, 2026.

Key Highlights

  • Beneficial ownership reported: SK hynix, HYAICO, and SHIFTIX1 each reported beneficial ownership of 6,096,103 shares of Penguin Solutions common stock, representing 9.1% of the class.
  • Preferred stock purchase: SHIFTIX1 purchased 200,000 shares of Penguin Solutions Convertible Preferred Stock from Astra AI Infra LLC on October 29, 2026, for $377,162,666 in cash, pursuant to a Stock Transfer Agreement dated July 27, 2026.
  • Conversion price: The Preferred Stocks are convertible into common stock at an initial conversion price of $32.80784 per share, with the Accumulated Stated Value of the Preferred Stocks reported as $200 million as of October 29, 2026.
  • Dividend rate: The Preferred Stocks carry a cumulative dividend of 6% per annum, payable quarterly in-kind or in cash at the issuer's option.
  • Ownership structure: The Preferred Stocks are directly held by SHIFTIX1 LLC, an indirectly wholly-owned subsidiary of HYAICO Corporation, which is itself a majority-owned subsidiary of SK hynix Inc.; SK hynix holds sole voting and dispositive power over the shares.
  • Shares outstanding basis: The 9.1% figure was calculated using 60,616,641 shares of common stock outstanding as of October 26, 2026, as reported in Penguin Solutions' prospectus supplement dated October 30, 2026.

SK hynix Discloses 9.1% Stake in Penguin Solutions via Preferred Stock Conversion Rights

According to the filing, the Schedule 13D was submitted jointly by SK hynix Inc. (a corporation organized under the laws of the Republic of Korea), HYAICO Corporation (formerly known as SK hynix NAND Product Solutions Corp., a Delaware corporation and majority-owned subsidiary of SK hynix), and SHIFTIX1 LLC (a Delaware limited liability company and indirectly wholly-owned subsidiary of HYAICO). The filing relates to common stock of Penguin Solutions, Inc. (CUSIP 706915105), par value $0.03 per share, issuable upon conversion of 200,000 shares of the issuer's Convertible Preferred Stock.

The filing disclosed that SHIFTIX1 purchased the Preferred Stocks on October 29, 2026, from Astra AI Infra LLC for $377,162,666 in cash under a Stock Transfer Agreement dated July 27, 2026. The 6,096,103 underlying common shares were calculated as of October 29, 2026, based on an Accumulated Stated Value of $200 million and a Conversion Price of $32.80784, both of which the filing notes are subject to adjustment as described in the Certificate of Designation of the Preferred Stocks. The Reporting Persons identified the source of funds as working capital for SK hynix and other sources for HYAICO and SHIFTIX1.

The filing further noted that the Preferred Stocks may, at the issuer's option, automatically convert into common stock on any date following the second anniversary of December 13, 2026, if the volume-weighted average price of the common stock for any fifteen consecutive trading day period equals or exceeds 150% of the then-applicable conversion price. SK hynix reported sole voting power and sole dispositive power over all 6,096,103 shares, with no shared voting or dispositive power reported by any of the three Reporting Persons.

What Was Disclosed

SK hynix Inc., HYAICO Corporation, and SHIFTIX1 LLC filed a Schedule 13D disclosing beneficial ownership of 6,096,103 shares (9.1%) of Penguin Solutions, Inc. common stock underlying convertible preferred stock purchased on October 29, 2026, for $377,162,666.