Official announcements (8-K)

Change in its leaders or board (Item 5.02)

New leaders or board members can bring a change in strategy.

In the company's wordsIn connection with the Transaction (as defined below) described under Item 8.01 below, Joseph Clark, President of Optimized LED, will cease to serve as an executive officer of Penguin Solutions, Inc., a Delaware corporation (the “Company”), effective upon the closing of the Transaction. Mr. Clark is employed by the Business (as defined below), which Buyer (as defined below) will acquire as part of the Transaction, and he is expected to continue his employment with the Business following the closing of the Transaction.

Shared information with investors (Item 7.01)

Information shared with investors, often a presentation or press release.

In the company's wordsOn November 4, 2026, the Company issued a press release announcing the entry into the Purchase Agreement (as defined below) described under Item 8.01 below and reaffirming its previously issued financial outlook for full-year fiscal 2027, as provided in its earnings release issued on October 6, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished pursuant to Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, 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 …

Announced another event (Item 8.01)

Another event the company chose to report publicly.

In the company's wordsOn November 3, 2026, the Company and SMART Modular Technologies (DH), Inc., an exempted company incorporated in the Cayman Islands and an indirect wholly owned subsidiary of the Company (the “Cayman Seller”), entered into an Equity Purchase Agreement (the “Purchase Agreement”) with Transom Crystal AcquireCo, LLC, a Delaware limited liability company (“Buyer”), an affiliate of Transom Capital Group, LLC, pursuant to which the Company agreed to sell its Cree LED business, which comprises its Optimized LED segment (the “Business”), to Buyer through the sale by the Cayman Seller of all of the outstanding equity of Cayman DRE Holdco, an indirect wholly owned subsidiary of the …

Shared financial results (Item 2.02)

New results: figures on this page will update when the full quarterly or annual report is filed.

In the company's wordsOn October 6, 2026, Penguin Solutions, Inc. (together with its subsidiaries, the “Company”) issued a press release announcing the appointment of its Senior Vice President and Chief Financial Officer, which includes references to the Company’s results for the fourth quarter and fiscal year ended August 28, 2026 (“fiscal 2026”) and its outlook for the fiscal year ending August 27, 2027 (“fiscal 2027”). A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The Company’s financial results for the fourth quarter and full year fiscal 2026 and its outlook for fiscal 2027 are described in a separate press release issued on October 6, 2026, …

Change in its leaders or board (Item 5.02)

New leaders or board members can bring a change in strategy.

In the company's wordsOn October 6, 2026, the Company announced that its board of directors (the “Board”) had appointed Stephen Cumming to serve as the Company’s Senior Vice President and Chief Financial Officer (“CFO”), effective immediately. Mr. Cumming will also serve as the Company’s principal financial officer and principal accounting officer, and succeeds Aaron Johnson, who had served as the Company’s interim CFO and principal financial and accounting officer since July 9, 2026. Effective October 6, 2026, Mr. Johnson returned to his role as the Company’s Vice President, Finance and Accounting. No new compensatory arrangements have been entered into with Mr. Johnson in connection with his …

Shared information with investors (Item 7.01)

Information shared with investors, often a presentation or press release.

In the company's wordsA copy of the Company’s press release announcing the appointment of Mr. Cumming as CFO is attached hereto as Exhibit 99.1 and is incorporated by reference. The information furnished pursuant to Items 2.02 and 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, 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 (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.

Shared financial results (Item 2.02)

New results: figures on this page will update when the full quarterly or annual report is filed.

In the company's wordsOn October 6, 2026, 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 2026. 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 …

Signed a major agreement (Item 1.01)

A major new contract can change what the company sells, spends or owes.

In the company's wordsEntry into a Material Definitive Agreement. Indenture and Convertible Senior Notes On July 17, 2026, Penguin Solutions, Inc. (the “Company”) issued $750.0 million aggregate principal amount of the Company’s 0.00% Convertible Senior Notes due 2031 (the “Notes”) pursuant to an indenture, dated July 17, 2026 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). Pursuant to the purchase agreement between the Company and the initial purchasers (the “Initial Purchasers”) of the Notes, the Company granted the Initial Purchasers an option to purchase, for settlement within a period of 13 days from, and including, the …

Took on a major new debt or obligation (Item 2.03)

New borrowing adds to what the company owes and the interest it pays.

In the company's wordsThe disclosure set forth under the heading Indenture and Convertible Senior Notes in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Sold shares without a public offering (Item 3.02)

New shares spread the profit across more shares (dilution).

In the company's wordsConvertible Senior Notes The disclosure set forth under the heading Indenture and Convertible Senior Notes in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The Notes were issued to the Initial Purchasers in reliance upon Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), in transactions not involving any public offering. The Notes were resold by the Initial Purchasers to persons whom the Initial Purchasers reasonably believe are “qualified institutional buyers,” as defined in, and in accordance with, Rule 144A under the Securities Act. Any Common Stock that may be issued upon conversion of the …

Announced another event (Item 8.01)

Another event the company chose to report publicly.

In the company's wordsOn July 13, 2026, the Company issued a press release announcing the launch of the offering and sale of the Notes. On July 14, 2026, the Company issued a press release announcing the pricing of the Notes. Copies of the press releases are filed as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein. Forward-Looking Statements This Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements …

Shared financial results (Item 2.02)

New results: figures on this page will update when the full quarterly or annual report is filed.

In the company's wordsOn July 7, 2026, Penguin Solutions, Inc., a Delaware corporation (the “Company”), issued a press release and will hold a conference call announcing its financial results for the third quarter of fiscal 2026. 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 …

Change in its leaders or board (Item 5.02)

New leaders or board members can bring a change in strategy.

In the company's wordsAs previously disclosed, on May 31, 2026, the Company’s Board of Directors (the “Board”) appointed Aaron Johnson as the Company’s interim Chief Financial Officer (“interim CFO”) and principal financial and accounting officer, effective July 9, 2026. On June 25, 2026, the Compensation Committee of the Board (the “Compensation Committee”) approved the following compensatory arrangements for Mr. Johnson in connection with his service as interim CFO: Interim CFO Stipend. The Compensation Committee approved a monthly stipend of $10,000, prorated based on actual time served in the interim CFO role, commencing on the first day of Mr. Johnson’s active service as interim CFO and …

Change in its leaders or board (Item 5.02)

New leaders or board members can bring a change in strategy.

In the company's wordsOn May 26, 2026, Nate Olmstead notified Penguin Solutions, Inc. (the “Company”) of his decision to resign as the Company’s Senior Vice President and Chief Financial Officer (“CFO”), effective as of July 8, 2026, to pursue another opportunity in a different industry. His departure is not the result of any disagreement with the Company on any matter relating to its operating performance, financial reporting, accounting, internal controls, operations, policies, or practices. Mr. Olmstead will not receive any severance benefits in connection with his voluntary departure from the Company. On May 31, 2026, the board of directors of the Company appointed Aaron Johnson, the …

Shared information with investors (Item 7.01)

Information shared with investors, often a presentation or press release.

In the company's wordsOn June 1, 2026, the Company issued a press release regarding the events described in Item 5.02. Additionally, the Company reaffirmed its financial outlook for full-year fiscal 2026, as provided in its earnings release issued on April 1, 2026. The Company intends to report financial results for the third quarter of fiscal 2026 on July 7, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished pursuant to Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or …

Change in its leaders or board (Item 5.02)

New leaders or board members can bring a change in strategy.

In the company's wordsOn May 18, 2026, the board of directors (the “Board”) of Penguin Solutions, Inc. (the “Company”) increased the authorized size of the Board to eight members, and upon the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed David Heard to the Board and as a member of the Compensation Committee of the Board, effective immediately. Mr. Heard will serve as a Class I director, with an initial term expiring at the Company’s 2029 annual meeting of stockholders and until his successor is elected and qualified or until his earlier death, resignation, disqualification, or removal. Mr. Heard, age 58, has served as President of Network …

Shared information with investors (Item 7.01)

Information shared with investors, often a presentation or press release.

In the company's wordsOn May 18, 2026, the Company issued a press release announcing the appointment of Mr. Heard as a member of the Board. A copy of the press release is furnished hereto as Exhibit 99.1 and is incorporated by reference. The information furnished pursuant to Item 7.01 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 …

Shared financial results (Item 2.02)

New results: figures on this page will update when the full quarterly or annual report is filed.

In the company's wordsOn April 1, 2026, Penguin Solutions, Inc., a Delaware corporation (the “Company”), issued a press release and will hold a conference call announcing its financial results for the second quarter of fiscal 2026. 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, …

Shared information with investors (Item 7.01)

Information shared with investors, often a presentation or press release.

In the company's wordsOn April 1, 2026, Penguin Solutions, Inc. (the “Company”) issued a press release announcing the completion of the Transaction (as defined below in Item 8.01), a copy of which is attached as Exhibit 99.1 and is incorporated herein by reference. The information furnished pursuant to Item 7.01 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 …

Announced another event (Item 8.01)

Another event the company chose to report publicly.

In the company's wordsOn March 30, 2026, SMART Modular Technologies (LX) S.à r.l. (“Seller”), a société à responsabilité limitée governed by the laws of the Grand Duchy of Luxembourg and a wholly owned indirect subsidiary of the Company, closed the transaction contemplated by that certain Stock Transfer Agreement (the “Stock Transfer Agreement”), entered into on December 29, 2025, by and among Seller, Lexar Europe B.V., a company organized under the laws of the Netherlands (“Buyer”), Zilia Technologies Indústria e Comércio de Componentes Eletrônicos Ltda., a sociedade limitada governed by the laws of Brazil (“Zilia Technologies”), Shenzhen Longsys Electronics Co., Ltd., a company limited by …

Shared shareholder vote results (Item 5.07)

How shareholders voted on board members and proposals.

In the company's words(the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on February 6, 2026. A total of 44,527,306 shares of the Company’s common stock, par value $0.03 per share (the “Common Stock”) and the holders of 200,000 shares of the series of preferred stock, $0.03 par value per share, designated as convertible preferred stock (the “Issued CPS”), were represented in person or by remote communication, or by proxy, representing an aggregate of 50,623,409 votes in respect of such shares of Common Stock and Issued CPS (on an as-converted to Common Stock basis), or 86.30% of the voting power of the stock issued and outstanding and entitled to vote as of the …

Change in its leaders or board (Item 5.02)

New leaders or board members can bring a change in strategy.

In the company's wordsCEO Transition On January 30, 2026, Mark Adams notified the board of directors (the “Board”) of Penguin Solutions, Inc. (together with its subsidiaries, the “Company”) of his retirement and resigned from his position as President and Chief Executive Officer of the Company and resigned as a member of the Board, effective February 1, 2026. In addition, Mr. Adams will no longer stand for election as a member of the Board at the Company’s upcoming Annual Meeting of Stockholders scheduled to be held on February 6, 2026. Mr. Adams’ resignation was not the result of any disagreement between the Company and him on any matter relating to the Company’s operations, policies or …

Shared information with investors (Item 7.01)

Information shared with investors, often a presentation or press release.

In the company's wordsA copy of the Company’s press release announcing the CEO transition is attached hereto as Exhibit 99.1 and is incorporated by reference. The information furnished pursuant to Item 7.01 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.

Shared financial results (Item 2.02)

New results: figures on this page will update when the full quarterly or annual report is filed.

Signed a major agreement (Item 1.01)

A major new contract can change what the company sells, spends or owes.

Shared financial results (Item 2.02)

New results: figures on this page will update when the full quarterly or annual report is filed.

Announced another event (Item 8.01)

Another event the company chose to report publicly.

Change in its leaders or board (Item 5.02)

New leaders or board members can bring a change in strategy.

Shared information with investors (Item 7.01)

Information shared with investors, often a presentation or press release.

Shared financial results (Item 2.02)

New results: figures on this page will update when the full quarterly or annual report is filed.

Signed a major agreement (Item 1.01)

A major new contract can change what the company sells, spends or owes.

Ended a major agreement (Item 1.02)

Losing a major agreement can affect future sales or costs.

Took on a major new debt or obligation (Item 2.03)

New borrowing adds to what the company owes and the interest it pays.

Shared information with investors (Item 7.01)

Information shared with investors, often a presentation or press release.

Shared shareholder vote results (Item 5.07)

How shareholders voted on board members and proposals.

Shared financial results (Item 2.02)

New results: figures on this page will update when the full quarterly or annual report is filed.

Change in its leaders or board (Item 5.02)

New leaders or board members can bring a change in strategy.

Announced another event (Item 8.01)

Another event the company chose to report publicly.

Shared shareholder vote results (Item 5.07)

How shareholders voted on board members and proposals.

Shared financial results (Item 2.02)

New results: figures on this page will update when the full quarterly or annual report is filed.

Signed a major agreement (Item 1.01)

A major new contract can change what the company sells, spends or owes.

Sold shares without a public offering (Item 3.02)

New shares spread the profit across more shares (dilution).

Changed the rights of shareholders (Item 3.03)

Changes to shareholders' rights affect what owners can vote on or receive.

Change in its leaders or board (Item 5.02)

New leaders or board members can bring a change in strategy.

Changed its company rules or financial year (Item 5.03)

Changes to the company's rules or the dates of its financial year.

Shared information with investors (Item 7.01)

Information shared with investors, often a presentation or press release.