Penguin Solutions, Inc. (PENG): M&A transaction — Penguin Solutions completes redomiciliation from Cayman Islands to Delaware; trading as PENG from July 1

Penguin Solutions, Inc.

Each Cayman ordinary and preferred share exchanged 1:1 for Delaware common and convertible preferred stock.
Delaware parent fully and unconditionally guarantees $250M 2.25% 2026, $150M 2.000% 2029, and $200M 2.00% 2030 convertible notes.
Same board, executive officers, equity plans, and director compensation continued post-redomiciliation.
Amended and restated certificate of incorporation and bylaws effective; preferred stock terms set in certificate of designation.
Press release issued June 30 announcing completion of scheme of arrangement.

item 1.01 item 2.03 item 3.02 item 3.03 item 5.03 item 5.01 item 5.02 item 8.01 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.95

Penguin Solutions, Inc. amended convertible notes of $250,000,000 in aggregate principal amount of its 2.25% Convertible Senior Notes due 2026 with Penguin Solutions Cayman, Penguin Solutions Delaware, U.S. Bank Trust Company, National Association at 2.25% maturing 2026.

Instrument: convertible notes
Principal: $250,000,000 in aggregate principal amount of its 2.25% Convertible Senior Notes due 2026
Counterparty: Penguin Solutions Cayman, Penguin Solutions Delaware, U.S. Bank Trust Company, National Association
Rate: 2.25%
Maturity: 2026
Event: amendment

Exact text from the filing

pursuant to which Penguin Solutions Cayman issued $250,000,000 in aggregate principal amount of its 2.25% Convertible Senior Notes due 2026

View on SEC.gov

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.95

Penguin Solutions, Inc. amended convertible notes of $150,000,000 in aggregate principal amount of its 2.000% Convertible Senior Notes due 2029 with Penguin Solutions Cayman, Penguin Solutions Delaware, U.S. Bank Trust Company, National Association at 2.000% maturing 2029.

Instrument: convertible notes
Principal: $150,000,000 in aggregate principal amount of its 2.000% Convertible Senior Notes due 2029
Counterparty: Penguin Solutions Cayman, Penguin Solutions Delaware, U.S. Bank Trust Company, National Association
Rate: 2.000%
Maturity: 2029
Event: amendment

Exact text from the filing

pursuant to which Penguin Solutions Cayman issued $150,000,000 in aggregate principal amount of its 2.000% Convertible Senior Notes due 2029

View on SEC.gov

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.95

Penguin Solutions, Inc. amended convertible notes of $200,000,000 in aggregate principal amount of its 2.00% Convertible Senior Notes due 2030 with Penguin Solutions Cayman, Penguin Solutions Delaware, U.S. Bank Trust Company, National Association at 2.00% maturing 2030.

Instrument: convertible notes
Principal: $200,000,000 in aggregate principal amount of its 2.00% Convertible Senior Notes due 2030
Counterparty: Penguin Solutions Cayman, Penguin Solutions Delaware, U.S. Bank Trust Company, National Association
Rate: 2.00%
Maturity: 2030
Event: amendment

Exact text from the filing

pursuant to which Penguin Solutions Cayman issued $200,000,000 in aggregate principal amount of its 2.00% Convertible Senior Notes due 2030

View on SEC.gov

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Penguin Solutions, Inc.: Adoption of amended and restated bylaws in connection with redomiciliation transaction (effective 2025-06-30).

Change: bylaw amendment
Effective: 2025-06-30

Exact text from the filing

Penguin Solutions Delaware adopted Amended and Restated Bylaws on June 30, 2025

View on SEC.gov

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Penguin Solutions, Inc.: Amendment and restatement of certificate of incorporation in connection with redomiciliation transaction (effective 2025-06-27).

Change: charter amendment
Effective: 2025-06-27

Exact text from the filing

Penguin Solutions Delaware filed an Amended and Restated Certificate of Incorporation on June 27, 2025

View on SEC.gov

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.95

Penguin Solutions, Inc. underwent a change of control (closed 2025-06-30).

Action: change of control
Closing: 2025-06-30

Exact text from the filing

After the close of market trading on June 30, 2025, the Scheme of Arrangement was consummated and became binding on all shareholders of Penguin Solutions Cayman, and Penguin Solutions Cayman became a wholly-owned subsidiary of Penguin Solutions Delaware, thereby completing the Redomiciliation Transaction.

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Penguin Solutions, Inc. filing history →

Source: SEC EDGAR

accession 0001193125-25-152807

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