SK hynix paid $377 million for 9.1% of Penguin Solutions at a strike 37% below its October 22 price
A Schedule 13D filed November 3 shows SK hynix paid $377 million for a 9.1 percent stake in Penguin Solutions with a $32.80784 conversion price, a 6 percent cumulative dividend and an automatic-conversion trigger set below where the stock already traded.
Vincent Jiang · 2 min read
The telling number in SK hynix's+3.30% — SK hynix, up 3.30 percent today Schedule 13D, filed November 3, 2026, is not the $377,162,666 it paid 1. It is $32.80784 1. That is the price at which the 200,000 convertible preferred shares its subsidiary SHIFTIX1 bought from SK Telecom's Astra AI Infra vehicle on October 29 turn into common stock of Penguin Solutions+14.82% — Penguin Solutions, up 14.82 percent today 1.
Penguin shares traded at $51.91 as recently as October 22, after a quarter in which sales rose 68 percent 12. The conversion price sits roughly 37 percent below that 13. SK hynix paid $1,885.81 per preferred share for the right to buy in near the floor 13.
SK hynix's strike sits 37% below where Penguin traded two weeks ago
Data
| Per share | |
|---|---|
| PENG close, Oct 22 | $51.91 |
| Conversion price | $32.81 |
| Auto-conversion trigger | $49.21 |
The filing, signed by SK hynix's head of investor relations, also shows what the deal coverage a day earlier did not: a 6 percent cumulative dividend, payable quarterly in kind or in cash at Penguin's option, and a stake worth 9.1 percent of the company's common stock, or 6,096,103 shares against 60,616,641 outstanding 1.
The preferred is a claim ahead of the common
The accumulated stated value of the preferred was $200 million as of October 29, and every 6 percent accrues ahead of common holders 1. There is an escape hatch for Penguin: the preferred converts automatically after the second anniversary of December 13, 2026, on any date the 15-day volume-weighted average price exceeds 150 percent of the conversion price, about $49.21 1.
Until then, SK hynix holds board nomination rights, participation rights on new issuances, and consent rights over Penguin's borrowing 1. A standstill bars a takeover bid through the standstill term 1.
The company both sides are betting on builds and runs AI data centers; its Integrated Memory segment alone did $924.0 million in fiscal 2026 sales 3. For a memory maker priced for shortage, a 9.1 percent entry into memory hardware at a fixed strike is cheap optionality 3. Penguin shareholders carry the other side: a preferred class yielding 6 percent in front of them, and dilution near $49 a share 3. Watch the VWAP, and watch whether Penguin pays that dividend in cash or in more shares.
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