Sk Telecom Co Ltd sold Penguin Solutions stock

Filing context

• Quantities and prices are shown in the units filed. No trade value is inferred from their product.
• SK TELECOM CO LTD: Other reporting owner.
• Astra AI Infra LLC: Other reporting owner.
• F1: The Convertible Preferred Stock (the "Convertible Preferred Stock"), par value $0.03 per share, of Penguin Solutions, Inc. (the "Issuer") is convertible at the holder's option into shares of the Issuer's Common Stock, par value $0.03 per share (the "Common Stock"), at a conversion price determined in accordance with the Certificate of Designation of the Convertible Preferred Stock (the "Certificate of Designation"). The number of shares of Common Stock issuable upon conversion may vary in accordance with the terms of the Certificate of Designation.
• F2: On October 29, 2026, Astra AI Infra LLC ("Astra"), a wholly owned subsidiary of SK Telecom Co., Ltd., sold all 200,000 shares of Convertible Preferred Stock to SHIFTIX1 LLC in a privately negotiated transaction pursuant to a Stock Transfer Agreement dated as of July 27, 2026. SHIFTIX1 is an indirectly wholly-owned subsidiary of SK hynix NAND Product Solutions Corp., and SK hynix NAND Product Solutions Corp. is a majority-owned subsidiary of SK hynix Inc. The aggregate Purchase Price was $377,162,666, or $1,885.81 per share of Convertible Preferred Stock. Following such sale, the Reporting Persons ceased to beneficially own any securities of the Issuer.
• F3: The Convertible Preferred Stock was held directly by Astra and indirectly by SK Telecom Co., Ltd., which wholly owns Astra.
• F4: The Convertible Preferred Stock is convertible into Common Stock at the holder's option at any time, subject to the terms of the Certificate of Designation.
• F5: The conversion right has no fixed expiration date. The Issuer may require conversion or redeem the Convertible Preferred Stock in the circumstances specified in the Certificate of Designation.