SK Telecom Co., Ltd. and its special purpose vehicle Astra AI Infra LLC filed Amendment No. 2 to Schedule 13D on November 2, 2026, disclosing the October 29, 2026 sale of all 200,000 Convertible Preferred Shares of Penguin Solutions, Inc. to SHIFTIX1 LLC for an aggregate purchase price of $377,162,666.

Key Highlights

  • Full exit: Astra AI Infra LLC sold all 200,000 Convertible Preferred Shares of Penguin Solutions, Inc. on October 29, 2026, the closing date stated in the filing.
  • Purchase price: The aggregate purchase price was $377,162,666, or $1,885.81 per Preferred Share, according to the filing.
  • Buyer identity: The purchaser, SHIFTIX1 LLC, is disclosed as an indirectly wholly owned subsidiary of SK hynix NAND Product Solutions Corp., which is described as a majority-owned subsidiary of SK hynix Inc.
  • Zero remaining ownership: As of the closing date, both SK Telecom Co., Ltd. and Astra AI Infra LLC ceased to beneficially own any Common Stock or Preferred Shares of Penguin Solutions, Inc.
  • Rights transferred: Pursuant to Section 7.1 of the Stock Transfer Agreement, Astra assigned to SHIFTIX1 LLC all rights and obligations under the Amended and Restated Investor Agreement, including board nomination rights, pro rata rights, consent rights, and registration rights.
  • Original position: The filing notes that the 200,000 Preferred Shares were originally held by Astra and were issuable upon conversion into Common Stock of Penguin Solutions, Inc.

SK Telecom and Astra Exit Penguin Solutions via Privately Negotiated Transfer to SK hynix Affiliate

According to the Schedule 13D/A filed November 2, 2026, Astra AI Infra LLC, a special purpose vehicle established by SK Telecom Co., Ltd. to invest in Penguin Solutions, Inc., transferred all 200,000 Convertible Preferred Shares to SHIFTIX1 LLC on October 29, 2026. The transaction was governed by a Stock Transfer Agreement dated July 27, 2026, and was described in the filing as a privately negotiated transaction. The total consideration was $377,162,666, equating to $1,885.81 per Preferred Share.

The filing identifies SHIFTIX1 LLC as an indirectly wholly owned subsidiary of SK hynix NAND Product Solutions Corp., referred to in the filing as "AI Co.," which is itself a majority-owned subsidiary of SK hynix Inc. Following the closing, the filing states that "Astra and SKT ceased to beneficially own any securities of the Issuer." Both SK Telecom and Astra report zero shares and 0% beneficial ownership as of the closing date, with no sole or shared voting or dispositive power remaining.

Alongside the share transfer, the filing discloses that on October 29, 2026, Astra, SHIFTIX1 LLC, AI Co., and Penguin Solutions, Inc. entered into a Joinder Agreement under Section 3.4 of the Amended and Restated Investor Agreement. Under that joinder, SHIFTIX1 LLC agreed to be bound by the Investor Agreement as if it were an initial signatory and is deemed an "Investor" for all purposes. The filing further notes that AI Co. shall have all rights under the Investor Agreement previously granted expressly to "SKT," and that all references to "SKT" in the Investor Agreement (other than in the recitals) shall be deemed to refer to AI Co.

What Was Disclosed

This Amendment No. 2 to Schedule 13D reports that SK Telecom and Astra AI Infra LLC sold all 200,000 Preferred Shares of Penguin Solutions, Inc. to SHIFTIX1 LLC on October 29, 2026, for $377,162,666 in total, leaving both reporting persons with no remaining beneficial ownership.