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NASDAQ: PENG Penguin Solutions, Inc. 8-K

Penguin Solutions expands board to 8, appoints Nokia Network Infrastructure President

Filed May 18, 2026 · Period ending May 18, 2026 · ~1 min read

3 key changes 3 sections

Key Changes

  • medium

    Board expanded from 7 to 8 members and appointed David Heard, President of Network Infrastructure at Nokia, as independent Class I director and Compensation Committee member, effective immediately with term through 2029 annual meeting.

    Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR →
  • medium

    Heard brings 30+ years of telecom infrastructure experience, including CEO of Infinera Corporation (Nov 2020–Feb 2025) before Nokia's acquisition, and current role leading Nokia's fixed and mobile broadband infrastructure business since June 2025.

    Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR →
  • low

    Heard will receive initial grant of 4,485 restricted stock units vesting in two tranches: 2,562 units on first anniversary and remainder on January 31, 2028, subject to continued Board service.

    Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR →

Summary

Penguin Solutions expanded its board from seven to eight members and appointed David Heard as an independent director and Compensation Committee member. Heard currently serves as President of Network Infrastructure at Nokia, a role he assumed in June 2025 after Nokia acquired Infinera Corporation, where he had been CEO since November 2020. His background spans optical systems, semiconductors, and broadband infrastructure across multiple telecommunications companies.

The appointment adds telecommunications and infrastructure scaling expertise to Penguin's board as the company pursues its AI Factory Platform strategy. Heard's experience leading large-scale technology organizations through growth and transformation periods complements the board's existing capabilities as Penguin converges its memory and AI infrastructure offerings. The board expansion and appointment follow standard governance procedures, with Heard serving a Class I director term through the 2029 annual meeting.

Section-by-Section Diff

Event · Item 7.01 — Regulation FD Disclosure

~100 words

Penguin Solutions appointed a new board member, Mr. Heard, disclosed via press release under Regulation FD.

1 Added
Added Board appointment medium

Added in current filing · verify on EDGAR →

On May 18, 2026, the Company issued a press release announcing the appointment of Mr. Heard as a member of the Board.

Penguin Solutions appointed Mr. Heard to its Board of Directors. The 8-K provides no additional details about Mr. Heard's background, committee assignments, or compensation, referring only to a press release furnished as an exhibit.

Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation

~600 words

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.

1 Added
Added Director background and qualifications medium

Added in current filing · verify on EDGAR →

Mr. Heard, age 58, has served as President of Network Infrastructure at Nokia, a global leader in fixed and mobile broadband infrastructure, since June 2025. Mr. Heard joined Nokia in February 2025 as Chief Strategic Growth Officer, Network Infrastructure in connection with Nokia’s acquisition of Infinera Corporation, a technology leader in optical systems, optical semiconductors and software-defined bandwidth. Prior to joining Nokia, Mr. Heard served at Infinera Corporation as Chief Executive Officer from November 2020 to February 2025, as Chief Operating Officer from October 2018 to November 2020, and as General Manager, Products and Solutions from June 2017 to October 2018.

David Heard brings extensive telecommunications infrastructure experience, currently serving as President of Network Infrastructure at Nokia since June 2025. He previously served as CEO of Infinera Corporation from November 2020 until Nokia's acquisition in February 2025, and held senior roles at JDS Uniphase, BigBand Networks, Lucent Technologies, and AT&T. His background spans optical systems, semiconductors, and broadband infrastructure.

Event · Exhibit 99.1

2 Added
Added Board appointment - David Heard medium

Added in current filing · view on EDGAR →

David Heard, President of Network Infrastructure at Nokia, has been appointed to Penguin Solutions’ board of directors, effective immediately.

Penguin Solutions added David Heard to its board of directors. Heard currently serves as President of Network Infrastructure at Nokia and previously served as CEO of Infinera Corporation before its acquisition by Nokia in February 2025. The company states his experience scaling complex infrastructure platforms and global operations will support its AI Factory Platform strategy as enterprises adopt inference and agentic AI workloads.

Show 1 minor / wording change
Added Director background and experience low

Added in current filing · view on EDGAR →

Heard is a seasoned technology executive with more than three decades of experience leading large-scale technology and infrastructure organizations through periods of growth and transformation. His track record of operational execution and scaling global businesses is expected to complement the board’s expertise as Penguin Solutions continues to converge its capabilities in memory and AI infrastructure.

The filing highlights Heard's three decades of technology leadership experience, including roles at Nokia, Infinera, JDS Uniphase, BigBand Networks, Somera Communications, Lucent Technologies, and AT&T. He holds advanced degrees from Stanford Graduate School of Business and the University of Dayton. The company expects his operational execution experience to complement the board as it advances its strategy converging memory and AI infrastructure capabilities.

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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 14, 2026 · How we verify