Sec Form 3 Filing - SK TELECOM CO LTD @ Penguin Solutions, Inc. - 2024-12-13

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person SK TELECOM CO LTD 2. Issuer Name and Ticker or Trading Symbol Penguin Solutions, Inc. [ PENG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) SK T-TOWER, 65, EULJI-RO, JUNG-GU 3. Date of Earliest Transaction (MM/DD/YY) 12/13/2024 (Street) SEOUL, M504539 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Convertible Preferred Shares ( 1 ) ( 5 ) ( 2 ) ( 3 ) Ordinary Shares 6,096,103 ( 4 ) I See footnote ( 6 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SK TELECOM CO LTD SK T-TOWER 65, EULJI-RO, JUNG-GU SEOUL, M504539 X Astra AI Infra LLC C/O SK TELECOM CO., LTD. SK T-TOWER 65, EULJI-RO, JUNG-GU SEOUL, M504539 X Signatures /s/ Yang Seob Kim, Yang Seob Kim, SK Telecom Co., Ltd. 12/23/2024 Signature of Reporting Person Date /s/ Young Sun Go, Young Sun Go, CEO, Astra AI Infra LLC 12/23/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On December 13, 2024, pursuant to a Securities Purchase Agreement dated as of July 14, 2024 between the Issuer and SK Telecom Co., Ltd., Astra AI Infra LLC, a wholly owned subsidiary of SK Telecom Co., Ltd., paid an aggregate $200 million to purchase 200,000 convertible preferred shares (the "Convertible Preferred Shares") of the Issuer. ( 2 )The Convertible Preferred Shares are convertible at the holder's option into shares of the Issuer's Ordinary Shares having a par value of US$0.03 per share (the "Ordinary Shares"). ( 3 )The holder's right to convert does not expire. Upon the occurrence of certain events specified in the Certificate of Designation of the Convertible Preferred Shares of the Issuer (the "Certificate") attached as Exhibit 3.1 to the Issuer's Current Report on Form 8-K filed on December 16, 2024, the Issuer may require mandatory conversion of the Convertible Preferred Shares. In addition, after five years have passed from the Original Issue Date (as defined in the Certificate), the Issuer can repurchase shares of the Convertible Preferred Shares at the Repurchase Price (as defined in the Certificate). ( 4 )The number of Ordinary Shares into which the Convertible Preferred Shares may convert is calculated as of December 13, 2024, and is subject to adjustment, as described in the Certificate. ( 5 )The Convertible Preferred Shares are convertible into such number of Ordinary Shares of the Issuer as is determined by (a) multiplying the number of Convertible Preferred Shares to be converted by the sum of (i) the Accumulated Stated Value, plus (ii) accumulated Compounded Dividends (if such Dividends have not yet been added to the Accumulated Stated Value) and, without duplication, accrued but unpaid Dividends up to, but excluding, the conversion date of such Convertible Preferred Shares to be converted and then (b) dividing the result by the Conversion Price (US$32.80784 initially) in effect at the time of conversion. Capitalized terms used in this footnote 5 are defined in the Certificate. ( 6 )The Convertible Preferred Shares are held directly by Astra AI Infra LLC, which is a wholly owned subsidiary of SK Telecom Co., Ltd.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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