SK hynix pays $377 million for a 9.1% stake in Penguin Solutions, with the right to nominate a director
SEC filings show SK hynix bought Penguin Solutions convertible preferred stock for $377,162,666 in cash, giving it beneficial ownership of 9.1% of the common stock.
Drafted by the Loro Desk from public records and published automatically after a 24-hour hold. Published without editorial review.
SK hynix, through its subsidiary SHIFTIX1, paid $377,162,666 for Penguin Solutions convertible preferred stock convertible into 6,096,103 shares, or 9.1% of the class, and can nominate at least one director.
- Stake
- 9.1% (6,096,103 shares on conversion)
- Price paid
- $377,162,666 in cash
- Seller
- Astra AI Infra LLC
- Event date
- 29 October 2026
- Board right
- One director, or two on a board of 12 or more
SK hynix Inc., a Republic of Korea corporation, has reported beneficial ownership of 6,096,103 shares of Penguin Solutions, Inc., 9.1% of the class, in a Schedule 13D filed with the SEC on 3 November 2026 (Penguin Solutions CIK 1616533; SK hynix CIK 2120882).
The shares are issuable on conversion of 200,000 shares of Penguin Solutions convertible preferred stock. SHIFTIX1 LLC, which is indirectly wholly owned by HYAICO Corporation, itself majority-owned by SK hynix, bought the preferred stock from Astra AI Infra LLC for $377,162,666 in cash under a stock transfer agreement dated 27 July 2026 (Schedule 13D, 3 November 2026, Item 3).
The filing gives 29 October 2026 as the date of the event. The preferred stock converts at $32.80784 a share, had an accumulated stated value of $200 million on that date and carries a cumulative dividend of 6% a year, payable quarterly in kind or in cash at Penguin Solutions' option (Schedule 13D, Item 3).
The 9.1% figure is based on 60,616,641 shares outstanding on 26 October 2026 plus the 6,096,103 shares underlying the preferred stock (Schedule 13D, Item 5).
Under an amended and restated investor agreement dated 30 June 2025, which SHIFTIX1 joined on 29 October 2026, the holders may nominate one director, or two if the board has 12 or more members, while they hold at least 5.0% of the common stock. The agreement also gives participation, registration, information and debt consent rights (Schedule 13D, Item 6).
During a standstill term, the holders may not make a public offer for Penguin Solutions shares or solicit proxies without a waiver, and must vote in line with the board's recommendation (Schedule 13D, Item 6). The filing says the reporting persons have no present plans beyond those it sets out and may change their intentions at any time (Schedule 13D, Item 4).
The filings do not state why SK hynix acquired the stake. Loro has made no approach to the company. Figures are as reported in SK hynix's SEC filings.
Primary sources
1 recordEvery factual claim above is drawn from these records. Each link resolves to the publisher’s own copy.