---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-23-013259"
form_type: "8-K"
ticker: "PENG"
cik: "0001616533"
company_name: "Penguin Solutions, Inc."
filed_at: "2023-01-23T23:59:59+00:00"
generated_at: "2026-06-20T11:48:29.649136+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# SMART Global exchanges $150M of 2.25% 2026 notes for 2.00% 2029 notes plus $15.6M cash

## Summary
- Exchanged $150M principal of 2.25% Convertible Senior Notes due 2026 for $150M of new 2.000% Convertible Senior Notes due 2029 and ~$15.6M cash premium.
- New notes mature Feb 1, 2029, initial conversion price ~$21.23 per share, convertible at holder's option under certain conditions.
- Entered capped call transactions with multiple counterparties costing ~$15.1M to reduce dilution; cap price $29.1375 per share.
- Portion of existing capped call transactions terminated corresponding to exchanged 2026 notes.

## SEC filing metadata
- accession: 0001193125-23-013259
- form_type: 8-K
- ticker: PENG
- cik: 0001616533
- company_name: Penguin Solutions, Inc.
- filed_at: 2023-01-23T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1616533/000119312523013259/0001193125-23-013259-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1616533/000119312523013259/d418885d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-23-013259
- JSON: https://secwatch.observer/filing/0001193125-23-013259.json
- Plain text: https://secwatch.observer/filing/0001193125-23-013259.txt

## Key facts
- Debt Financings
  Penguin Solutions, Inc. incurred convertible notes of $150.0 million with U.S. Bank Trust Company, National Association at 2.000% per annum maturing February 1, 2029.
  - Instrument: convertible notes
  - Principal: $150.0 million
  - Counterparty: U.S. Bank Trust Company, National Association
  - Rate: 2.000% per annum
  - Maturity: February 1, 2029
  - Event: incurrence
  source text: On January 18, 2023, SMART Global Holdings, Inc. (the “Company”) entered into separate, privately negotiated exchange agreements with a limited number of holders of its 2.25% Convertible Senior Notes due 2026 (the “2026 Notes”) to exchange $150.0 million principal amount of the 2026 Notes for (i) $150.0 million in aggregate principal amount of new 2.000% Convertible Senior Notes due 2029 (the “2029 Notes”)
  evidence_url: https://www.sec.gov/Archives/edgar/data/1616533/000119312523013259/0001193125-23-013259-index.htm
- Material Agreements
  Penguin Solutions, Inc. entered into Indenture with U.S. Bank Trust Company, National Association valued at $150.0 million (effective 2023-01-23).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: U.S. Bank Trust Company, National Association
  - Value: $150.0 million
  - Effective: 2023-01-23
  source text: The 2029 Notes were issued pursuant to, and are governed by, an indenture (the “Indenture”), dated as of January 23, 2023, between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1616533/000119312523013259/0001193125-23-013259-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.