Penguin Solutions Files 8-K with Material Agreements & Officer Changes
Ticker: PENG · Form: 8-K · Filed: Dec 16, 2024 · CIK: 1616533
| Field | Detail |
|---|---|
| Company | Penguin Solutions, Inc. (PENG) |
| Form Type | 8-K |
| Filed Date | Dec 16, 2024 |
| Risk Level | medium |
| Pages | 7 |
| Reading Time | 8 min |
| Key Dollar Amounts | $0.03, $1,000, $200 million, $32.80784, $0.30 |
| Sentiment | neutral |
Sentiment: neutral
Topics: material-agreement, equity-sale, corporate-governance
TL;DR
Penguin Solutions dropped an 8-K detailing new deals, stock sales, and exec shifts. Big day for the company.
AI Summary
On December 13, 2024, Penguin Solutions, Inc. entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and material modifications to the rights of security holders. Additionally, there were changes related to directors and officers, amendments to articles of incorporation or bylaws, and a change in fiscal year, along with Regulation FD disclosures and financial statements/exhibits.
Why It Matters
This 8-K filing indicates significant corporate actions, including new agreements and potential changes in governance or financial structure, which could impact investors' understanding of the company's current operational and strategic standing.
Risk Assessment
Risk Level: medium — The filing covers multiple significant corporate events including material agreements, equity sales, and changes in officers, which inherently carry a medium level of risk and require investor attention.
Key Numbers
- 3674 — SIC Code (Indicates the company operates in the Semiconductors & Related Devices industry.)
Key Players & Entities
- Penguin Solutions, Inc. (company) — Registrant
- SMART Global Holdings, Inc. (company) — Former Company Name
- 0001616533 (company) — Central Index Key
- 20241213 (date) — Report Date
- 20241216 (date) — Filing Date
FAQ
What is the nature of the material definitive agreement entered into by Penguin Solutions, Inc. on December 13, 2024?
The filing indicates the entry into a material definitive agreement, but the specific details of this agreement are not provided in the excerpt.
What were the key items reported in the 8-K filing dated December 16, 2024?
The filing reported on the entry into a material definitive agreement, unregistered sales of equity securities, material modifications to security holder rights, changes in directors/officers, amendments to articles/bylaws, Regulation FD disclosures, and financial statements/exhibits.
When was Penguin Solutions, Inc. formerly known as?
Penguin Solutions, Inc. was formerly known as SMART Global Holdings, Inc., with a name change date of August 13, 2014.
What is Penguin Solutions, Inc.'s fiscal year end?
Penguin Solutions, Inc.'s fiscal year ends on August 30 (0830).
What is the business address of Penguin Solutions, Inc.?
The business address is 39870 Eureka Drive, Newark, CA 94560-4809.
Filing Stats: 2,068 words · 8 min read · ~7 pages · Grade level 11.8 · Accepted 2024-12-16 09:00:55
Key Financial Figures
- $0.03 — ch exchange on which Ordinary shares, $0.03 par value per share PENG Nasdaq Glo
- $1,000 — any (the "CPS"), at a purchase price of $1,000 per share or an aggregate purchase pric
- $200 million — share or an aggregate purchase price of $200 million (the "Investment"). Certificate of De
- $32.80784 — hares at an initial conversion price of $32.80784 per Ordinary Share, subject to customar
- $0.30 — Outlook Diluted earnings per share $0.30 +/- $0.20 $1.40 (A)(B)(C)(D) $1.7
- $0.20 — Diluted earnings per share $0.30 +/- $0.20 $1.40 (A)(B)(C)(D) $1.70 +/- $0.2
- $1.40 — d earnings per share $0.30 +/- $0.20 $1.40 (A)(B)(C)(D) $1.70 +/- $0.20 Upda
- $1.70 — 0.30 +/- $0.20 $1.40 (A)(B)(C)(D) $1.70 +/- $0.20 Updated GAAP Outlook Adju
- $0.10 — Outlook Diluted earnings per share $0.10 +/- $0.20 $1.40 (A)(B)(C)(D) $1.5
- $1.50 — 0.10 +/- $0.20 $1.40 (A)(B)(C)(D) $1.50 +/- $0.20 Non-GAAP adjustments (in mi
- $200 Million — "Penguin Solutions Announces Closing of $200 Million Strategic Investment from SK Telecom" i
Filing Documents
- d903373d8k.htm (8-K) — 52KB
- d903373dex31.htm (EX-3.1) — 81KB
- d903373dex101.htm (EX-10.1) — 172KB
- d903373dex991.htm (EX-99.1) — 18KB
- g903373g1214045034725.jpg (GRAPHIC) — 3KB
- 0001193125-24-279100.txt ( ) — 535KB
- peng-20241213.xsd (EX-101.SCH) — 3KB
- peng-20241213_lab.xml (EX-101.LAB) — 19KB
- peng-20241213_pre.xml (EX-101.PRE) — 12KB
- d903373d8k_htm.xml (XML) — 4KB
Financial Statements and Exhibits
Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Certificate of Designation of Convertible Preferred Shares 10.1 Investor Agreement, dated December 13, 2024, by and between the Company and the SPV 99.1 Press release titled "Penguin Solutions Announces Closing of $200 Million Strategic Investment from SK Telecom" issued by the Company on December 16, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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: December 16, 2024 Penguin Solutions, Inc. By: /s/ Anne Kuykendall Anne Kuykendall Senior Vice President and Chief Legal Officer