SK hynix Takes a 9.1% Convertible Stake in Penguin Solutions for $377.2M, Filing Shows
The preferred converts into about 6.1M common shares at $32.80784 and gives SK hynix the right to nominate one director, or two if the board reaches 12.
SK hynix has acquired a 9.1% as-converted stake in Penguin Solutions (PENG) for about $377.2 million in cash, according to a Schedule 13D signed Nov. 3. Through a wholly owned subsidiary, SHIFTIX1 LLC, it bought 200,000 convertible preferred shares from Astra AI Infra LLC on Oct. 29. The preferred stock carries a 6% cumulative dividend and gives SK hynix the right to nominate a director to Penguin's board.
The terms in the filing
| Item | Detail |
|---|---|
| Buyer | SK hynix Inc., through HYAICO Corporation and SHIFTIX1 LLC, the direct holder |
| Seller | Astra AI Infra LLC, under a Stock Transfer Agreement dated July 27, 2026 |
| Price | $377,162,666 in cash, for preferred stock with a $200 million accumulated stated value |
| Conversion | About 6,096,103 common shares at an initial $32.80784 per share, subject to adjustment |
| Dividend | 6% a year, cumulative, payable quarterly in kind or cash at Penguin's option |
| Ownership | 9.1% of 66,712,744 shares, which is 60,616,641 shares outstanding on Oct. 26 plus the underlying shares |
| Board right | One nominee, or two if the board has 12 or more directors, while holdings stay at or above 5% |
By our calculation, $377.2 million works out to about $1,886 per preferred share, or about $61.87 per underlying common share, roughly 1.9 times the $32.80784 conversion price. The 6% dividend on the $200 million stated value is about $12 million a year.
Other rights and limits
- Standstill. Until the later of one year after closing and 30 days after no SK hynix designee serves on the board, the holders may not launch tender offers, call shareholder meetings, solicit proxies, nominate unapproved directors or publicly propose extraordinary transactions, unless waived. They must also vote in line with the board's recommendation on covered matters.
- Other rights. Participation rights to buy new securities pro rata, registration rights for the underlying common stock, information rights and consent rights over Penguin's ability to incur debt.
- Penguin's call. Penguin may force conversion after the second anniversary of Dec. 13, 2026 if the stock's 15-day volume-weighted average price is at least 150% of the conversion price.
- Purpose. The filing states no plans beyond those described and says the holders may change their intentions or buy or sell securities later.
How it got here
The stake changed hands within Penguin's existing investor group. Astra AI Infra is a vehicle SK Telecom formed to invest in Penguin, and the preferred stock traces to a strategic investment that closed in 2024. A July 27 amended filing by SK Telecom and Astra disclosed the agreement to sell the shares to SK hynix at $380.3 million, so the final price paid was about $3.1 million lower, by our calculation.
What to watch
- Board. Who SK hynix nominates and when.
- Commercial ties. Whether the stake leads to supply or collaboration agreements.
- Conversion. Dilution as the preferred converts and as dividends accrue in kind.
- Related coverage. See our reports on Marvell and Lumentum, XMax and the Lumentum research.
Sources: SK hynix's Schedule 13D on Penguin Solutions (signed Nov. 3, 2026) and the July 2026 Schedule 13D/A filed by SK Telecom and Astra AI Infra, both on SEC EDGAR. Company information is on Penguin Solutions' investor relations site. Items labeled by our calculation are our own arithmetic. This article is informational only and is not investment advice.
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