{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-26-307989","form_type":"8-K","ticker":"PENG","cik":"0001616533","company_name":"Penguin Solutions, Inc.","filed_at":"2026-07-17T21:12:42+00:00","discovered_at":"2026-07-17T21:14:00.298140+00:00","generated_at":"2026-07-17T21:14:13.552439+00:00","sec_items":["1.01","2.03","3.02","8.01","9.01"],"event_type":"debt","sentiment":"neutral","materiality_score":0.9,"calibrated_materiality_score":0.9,"confidence":"high","headline":"Penguin Solutions issues $750M convertible senior notes due 2031, enters capped call and exchange transactions","bullets":["Issued $750M aggregate principal of 0.00% Convertible Senior Notes due 2031, with initial conversion price of ~$116.70 per share.","Entered capped call transactions costing $49.1M to reduce potential dilution upon conversion of the notes.","Exchanged $135.5M of 2029 Notes and $160M of 2030 Notes for cash and common stock in privately negotiated transactions.","Used net proceeds of ~$735.1M to repurchase existing notes, repay $100M credit facility, and for general corporate purposes.","Notes are senior unsecured obligations, convertible into cash and common stock, and redeemable after August 2029 under certain conditions."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-307989","json":"https://secwatch.observer/filing/0001193125-26-307989.json","markdown":"https://secwatch.observer/filing/0001193125-26-307989.md","text":"https://secwatch.observer/filing/0001193125-26-307989.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1616533/000119312526307989/0001193125-26-307989-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1616533/000119312526307989/d103073d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-07-17T21:14:13.552439+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}