Penguin Solutions Enters Material Definitive Agreement

TL;DR

Penguin Solutions just signed a big deal, details to come.

AI Summary

On December 29, 2025, Penguin Solutions, Inc. entered into a material definitive agreement. The company, formerly known as SMART Global Holdings, Inc., is incorporated in Delaware and headquartered in Fremont, California.

Why It Matters

This filing indicates a significant new contract or partnership for Penguin Solutions, which could impact its future revenue and operations.

Risk Assessment

Risk Level: medium — Entering into a material definitive agreement can carry inherent risks related to the terms, obligations, and potential impact on the company's financial health.

Key Players & Entities

• Penguin Solutions, Inc. (company) — Registrant
• SMART Global Holdings, Inc. (company) — Former company name
• December 29, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Fremont, CA (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.03 — nge on which registered Common stock, $0.03 par value per share PENG Nasdaq Glo
• $46.08 million — quotas of Zilia for a purchase price of $46.08 million (the "Transaction"). Upon the closing o

Filing Documents

• d89656d8k.htm (8-K) — 27KB
• g89656g1230025751510.jpg (GRAPHIC) — 4KB
• 0001193125-25-337077.txt ( ) — 147KB
• peng-20251229.xsd (EX-101.SCH) — 3KB
• peng-20251229_lab.xml (EX-101.LAB) — 17KB
• peng-20251229_pre.xml (EX-101.PRE) — 11KB
• d89656d8k_htm.xml (XML) — 3KB

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 timing of the Closing of the Transaction and other aspects of the Transaction and the Stock Transfer Agreement. 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," "will," 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 Company's Annual Report on Form 10-K for the fiscal year ended August 29, 2025 as updated by the risk factors, if any, 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 contained in this Form 8-K to reflect the impact of circumstances or events

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 30, 2025 Penguin Solutions, Inc. By: /s/ Anne Kuykendall Anne Kuykendall Senior Vice President and Chief Legal Officer

View Full Filing

View this 8-K filing on SEC EDGAR