Penguin Solutions, Inc. Files 8-K on Financials

TL;DR

Penguin Solutions (fka SMART Global) dropped an 8-K on financials & corporate updates. Check it out.

AI Summary

Penguin Solutions, Inc. filed an 8-K on October 15, 2024, reporting on its results of operations and financial condition. The filing also includes amendments to its articles of incorporation or bylaws and financial statements and exhibits. The company was formerly known as SMART Global Holdings, Inc. and changed its name on August 13, 2014.

Why It Matters

This 8-K filing provides crucial updates on Penguin Solutions' financial performance and corporate structure, which are important for investors to assess the company's current standing and future prospects.

Risk Assessment

Risk Level: low — This filing is a routine 8-K reporting financial results and corporate information, not indicating any immediate or significant risks.

Key Players & Entities

• Penguin Solutions, Inc. (company) — Registrant
• SMART Global Holdings, Inc. (company) — Former company name
• October 15, 2024 (date) — Date of report
• August 13, 2014 (date) — Date of name change
• 001-38102 (other) — Commission File Number

FAQ

Key Financial Figures

• $0.03 — e on which registered Ordinary shares, $0.03 par value per share PENG Nasdaq Global

Filing Documents

• peng-20241015.htm (8-K) — 25KB
• pengq4-24form8xkxex31.htm (EX-3.1) — 228KB
• pengq4-24form8xkxex991.htm (EX-99.1) — 526KB
• peng-20241015_g1.jpg (GRAPHIC) — 70KB
• penguinsolutionslogo.jpg (GRAPHIC) — 70KB
• 0001628280-24-042831.txt ( ) — 1223KB
• peng-20241015.xsd (EX-101.SCH) — 2KB
• peng-20241015_lab.xml (EX-101.LAB) — 23KB
• peng-20241015_pre.xml (EX-101.PRE) — 13KB
• peng-20241015_htm.xml (XML) — 3KB

02 Results of Operations and Financial Condition

Item 2.02 Results of Operations and Financial Condition. On October 15, 2024, Penguin Solutions, Inc. (the "Company") issued a press release and will hold a conference call announcing its financial results for the fourth quarter and full year fiscal 2024. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K (the "Form 8-K") and is incorporated herein by reference. The Company refers to non-GAAP financial information in both the press release and on the conference call. A reconciliation of these non-GAAP financial measures to the comparable GAAP financial measures is contained in the attached press release. The information furnished pursuant to Item 2.02 of this Form 8-K, including the information contained in Exhibit 99.1 of this Form 8-K, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year As previously announced, effective October 15, 2024, the Company changed its name from SMART Global Holdings, Inc. to Penguin Solutions, Inc. pursuant to the Company's Third Amended and Restated Memorandum and Articles of Association (the "Articles of Association") filed with the Cayman Islands Registrar of Companies on October 15, 2024 (the "Name Change"). Pursuant to Cayman Islands law, the Company's shareholders approved the Name Change at an extraordinary general meeting of shareholders held on August 26, 2024. The Articles of Association reflect the Name Change, eliminate obsolete provisions, and incorporate certain other non-substantive changes. In connection with the Name Change, the Company also announced that its ordinary shares have ceased trading under the ticker symbol "SGH" and began trading under its new ticker symbol, "PENG," on the Nasdaq Global Select Market. The foregoing description of the Articles of Association does not purport to be complete and is qualified in its entirety by reference to the Articles of Association. A copy of the Articles of Association is filed as Exhibit 3.1 to this Form 8-K and is incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Third Amended and Restated Memorandum and Articles of Association of Penguin Solutions, Inc. 99.1 Press release titled "Penguin Solutions Reports Fourth Quarter and Full Year Fiscal 2024 Financial Results" issued by Penguin Solutions, Inc. on October 15, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: October 15, 2024 Penguin Solutions, Inc. By: /s/ Nate Olmstead Nate Olmstead Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) 3

View Full Filing

View this 8-K filing on SEC EDGAR