Penguin Solutions, Inc. Files 8-K

TL;DR

Penguin Solutions (formerly SMART Global) filed an 8-K on Oct 7th covering Oct 6th events - check financials & operations.

AI Summary

Penguin Solutions, Inc. filed an 8-K on October 7, 2025, reporting on events from October 6, 2025. The filing includes information on Results of Operations and Financial Condition, Other Events, and Financial Statements and Exhibits. The company, formerly known as SMART Global Holdings, Inc., is incorporated in Delaware and headquartered in Fremont, CA.

Why It Matters

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

Risk Assessment

Risk Level: low — This filing is a routine 8-K reporting on financial condition and other events, not indicating any immediate or significant negative developments.

Key Players & Entities

• Penguin Solutions, Inc. (company) — Registrant
• SMART Global Holdings, Inc. (company) — Former Company Name
• October 6, 2025 (date) — Earliest event reported
• October 7, 2025 (date) — Date of Report
• Delaware (jurisdiction) — State of Incorporation
• Fremont, CA (location) — Principal Executive Offices Address
• 3674 (sic_code) — Semiconductors & Related Devices

FAQ

Key Financial Figures

• $0.03 — ange on which registered Common stock, $0.03 par value per share PENG Nasdaq Global
• $75 million — ee of the Board of Directors approved a $75 million stock repurchase authorization, under w

Filing Documents

• peng-20251006.htm (8-K) — 27KB
• pengq4-25form8xkxex991.htm (EX-99.1) — 546KB
• logo.jpg (GRAPHIC) — 61KB
• peng-20251006_g1.jpg (GRAPHIC) — 61KB
• 0001616533-25-000057.txt ( ) — 984KB
• peng-20251006.xsd (EX-101.SCH) — 2KB
• peng-20251006_def.xml (EX-101.DEF) — 6KB
• peng-20251006_lab.xml (EX-101.LAB) — 25KB
• peng-20251006_pre.xml (EX-101.PRE) — 17KB
• peng-20251006_htm.xml (XML) — 3KB

02 Results of Operations and Financial Condition

Item 2.02 Results of Operations and Financial Condition. On October 7, 2025, Penguin Solutions, Inc., a Delaware corporation (the "Company"), issued a press release and will hold a conference call announcing its financial results for the fourth quarter and full year fiscal 2025. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K (this "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.

01 Other Events

Item 8.01 Other Events. On October 6, 2025, the Audit Committee of the Board of Directors approved a $75 million stock repurchase authorization, under which the Company may repurchase shares of its outstanding common stock from time to time through open market purchases, privately-negotiated transactions or otherwise, with the amount and timing of repurchases to be determined at the Company's discretion, depending on market conditions and corporate needs. Open market repurchases will be structured to occur in accordance with applicable federal securities laws, including within the pricing and volume requirements of Rule 10b-18 under the Exchange Act. The Company may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of its shares under this authorization. The stock repurchase authorization has no expiration date, may be suspended or terminated by the Audit Committee at any time and does not obligate the Company to acquire any amount of common stock.

Forward-Looking Statements

Forward-Looking Statements This Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Exchange Act, and the Private Securities Litigation Reform Act of 1995 that are not historical in nature, that are predictive or that depend upon or refer to future events or conditions. These statements include, but are not limited to, statements regarding the amount, timing and other features of the Company's stock repurchase authorization. These statements can be identified by the fact that they do not relate strictly to historical or current facts. Forward-looking statements often use words such as "anticipate," "target," "expect," "estimate," "intend," "plan," "goal," "believe," "could," and other words of similar meaning. Forward-looking statements provide the Company's current expectations or forecasts of future events, circumstances, results or aspirations and are subject to a number of significant risks, uncertainties and other factors, many of which are outside of the Company's control, including but not limited to the risks, uncertainties and factors described in the Annual Report on Form 10-K for the fiscal year ended August 30, 2024 filed prior to the U.S. redomiciliation by the Company's predecessor Penguin Solutions, Inc., a Cayman Islands exempted company, as updated by the risk factors contained in the Company's Quarterly Reports on Form 10-Q and in the Company's other filings with the U.S. Securities and Exchange Commission. Such risks, uncertainties and factors could cause the Company's actual results to be materially different from such forward-looking statements. Accordingly, investors are cautioned not to place undue reliance on any forward-looking statements. Any forward-looking statements that the Company makes in this Form 8-K speak only as of the date of this Form 8-K. Except as required by law, the Company does not undertake to update the forward-looking statements co

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits 2 Exhibit No. Description 99.1 Press release titled "Penguin Solutions Reports Q4 and Full Year Fiscal 2025 Financial Results" issued by Penguin Solutions, Inc. on October 7, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3

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 7, 2025 Penguin Solutions, Inc. By: /s/ Nate Olmstead Nate Olmstead Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) 4

View Full Filing

View this 8-K filing on SEC EDGAR