SK Telecom Co., Ltd. and its subsidiary Astra AI Infra LLC filed a Form 4 with the SEC on November 2, 2026, disclosing the sale of all 200,000 shares of Convertible Preferred Stock in Penguin Solutions, Inc. (NASDAQ:PENG) on October 29, 2026.

Key Highlights

  • Full exit: Astra AI Infra LLC, a wholly owned subsidiary of SK Telecom Co., Ltd., sold all 200,000 shares of Convertible Preferred Stock in Penguin Solutions, Inc.
  • Buyer: The shares were sold to SHIFTIX1 LLC, described in the filing as an indirectly wholly-owned subsidiary of SK hynix NAND Product Solutions Corp.
  • Aggregate purchase price: The total consideration was $377,162,666, or $1,885.81 per share of Convertible Preferred Stock.
  • Transaction date: The sale occurred on October 29, 2026, pursuant to a Stock Transfer Agreement dated July 27, 2026.
  • Post-transaction ownership: Following the sale, the filing states that the reporting persons ceased to beneficially own any securities of the issuer.
  • Nature of the security: The Convertible Preferred Stock, par value $0.03 per share, was convertible into Common Stock at the holder's option under the terms of the Certificate of Designation.

SK Telecom and Astra AI Infra Exit Penguin Solutions via Privately Negotiated Sale

According to the filing, Astra AI Infra LLC sold all 200,000 shares of Convertible Preferred Stock of Penguin Solutions, Inc. to SHIFTIX1 LLC on October 29, 2026, in a privately negotiated transaction. The sale was carried out pursuant to a Stock Transfer Agreement dated as of July 27, 2026. The aggregate purchase price was $377,162,666, equating to $1,885.81 per share of Convertible Preferred Stock.

The filing identifies SHIFTIX1 LLC as an indirectly wholly-owned subsidiary of SK hynix NAND Product Solutions Corp., which is itself described as a majority-owned subsidiary of SK hynix Inc. The reporting persons for this filing are SK Telecom Co., Ltd., headquartered at SK T-Tower, 65, Eulji-ro, Jung-gu, Seoul, Republic of Korea, and Astra AI Infra LLC, which shares the same address and is wholly owned by SK Telecom. Both entities are listed as "Other" in their relationship to the issuer, with SK Telecom also identified as "Former 10% Owner."

The Convertible Preferred Stock carried a par value of $0.03 per share and was convertible into Common Stock of Penguin Solutions, Inc. (also par value $0.03 per share) at the holder's option at any time, subject to the terms of the Certificate of Designation. The filing notes that the conversion right has no fixed expiration date, and that the issuer may require conversion or redemption in certain circumstances specified in the Certificate of Designation. The filing states that following the transaction, the reporting persons ceased to beneficially own any securities of the issuer.

What Was Disclosed

SK Telecom Co., Ltd. and Astra AI Infra LLC disclosed the October 29, 2026 sale of all 200,000 shares of Convertible Preferred Stock in Penguin Solutions, Inc. to SHIFTIX1 LLC for a total of $377,162,666, resulting in no remaining beneficial ownership.