secwatch / observer

Penguin Solutions, Inc. — fact timeline

Source-grounded facts extracted from Penguin Solutions, Inc.'s SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.

PENG Penguin Solutions, Inc. JSON

Aaron Johnson was appointed as interim CFO at Penguin Solutions, Inc..

“On May 31, 2026, the board of directors of the Company appointed Aaron Johnson, the Company’s Vice President, Finance and Accounting, as interim CFO and as the Company’s principal financial and accounting officer, succeeding Mr. Olmstead in these positions effective as of July 9, 2026, on an interim basis until the Company appoints a successor.”

Nate Olmstead departed as Senior Vice President and Chief Financial Officer at Penguin Solutions, Inc..

“On 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.”

David Heard was appointed as Director at Penguin Solutions, Inc..

“On 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.”
Earnings Releases

Penguin Solutions, Inc. reported second quarter of fiscal 2026 results: revenue $343 million, EPS $0.58. Guidance raised.

““we,” “us,” or the “Company”) (Nasdaq: PENG) today reported financial results for the second quarter of fiscal 2026. Second Quarter Fiscal 2026 Highlights • Net sales of $343 million, down 6% versus the year-ago quarter • GAAP gross margin of 27.3%, down 130 basis points versus the year-ago quarter • Non-GAAP gross margin of 31.2%, up 40 basis points versus”
Material Agreements

Penguin Solutions, Inc. entered into Stock Transfer Agreement with Lexar Europe B.V. valued at $46.08 million for 19% interest in Zilia (effective 2025-12-29).

“On December 29, 2025, 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 Penguin Solutions, Inc. (the “Company”), entered into that certain Stock Transfer Agreement (the “Stock Transfer Agreement”), 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”), Shenzhen Longsys Electronics Co., Ltd., a company limited by shares governed by the laws of the People’s Republic of China and, as of the date hereof, listed on the Shenzhen Stock Exchange (Stock Code: 301308) (“Parent”), and Shanghai Intelligent Memory Semiconductor Co., Ltd. ( 上海慧 忆半导体有限公司 ), a limited liability company governed by the laws of the People’s Republic of China (“Parent Funding Entity”, together with Buyer a”
Debt Financings

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.

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

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.

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

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.

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

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

“Penguin Solutions Delaware adopted Amended and Restated Bylaws on June 30, 2025”
Governance Changes

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

“Penguin Solutions Delaware filed an Amended and Restated Certificate of Incorporation on June 27, 2025”
M&A Transactions

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

“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.”
Debt Financings

Penguin Solutions, Inc. incurred revolving credit of $400 million with JPMorgan Chase Bank, N.A., as administrative agent, collateral agent and an issuing bank at Term SOFR rate or a base rate, in each case plus an applicable margin maturing June 24, 2030.

“provides for a revolving credit facility in an aggregate principal amount of $400 million”

Jack Pacheco retired as Executive Vice President, Chief Operating Officer and President of Integrated Memory at Penguin Solutions, Inc..

“On April 1, 2025, Jack Pacheco, the Company’s Executive Vice President, Chief Operating Officer (“COO”) and President of Integrated Memory, informed the Company of his decision to retire on December 31, 2025”
Governance Changes

Penguin Solutions, Inc.: Company changed name from SMART Global Holdings, Inc. to Penguin Solutions, Inc. and filed Third Amended and Restated Memorandum and Articles of Association effective October 15, 2024 (effective 2024-10-15).

“As previously announced, effective October 15, 2024, the Company changed its name from SMART Global Holdings, Inc. to Penguin Solutions, Inc. pursuant to the Company’s Third Amended and Restated Memorandum and Articles of Association (the “Articles of Association”) filed with the Cayman Islands Registrar of Companies on October 15, 2024 (the “Name Change”).”

Nathan Olmstead was appointed as Senior Vice President and Chief Financial Officer at Penguin Solutions, Inc..

“On June 25, 2024, the Board of Directors (the “Board”) of SMART Global Holdings, Inc. (the “Company”) appointed Nathan Olmstead as the Company’s Senior Vice President and Chief Financial Officer (“CFO”), effective as of June 26, 2024 (the “Start Date”).”

Ken Rizvi resigned as Chief Financial Officer at Penguin Solutions, Inc..

“the Company and Ken Rizvi (who previously served as the Company’s CFO and who had resigned effective as of June 30, 2024, as reported by the Company in its Current Report on Form 8-K filed on May 14, 2024) mutually agreed that Mr. Rizvi’s resignation would instead take effect immediately prior to the effectiveness of Mr. Olmstead’s appointment.”

Jack Pacheco was appointed as Interim Chief Financial Officer at Penguin Solutions, Inc..

“Effective upon Mr. Rizvi’s departure, Jack Pacheco, the Company’s former CFO and current chief operating officer and president of Memory Solutions, will assume the role of interim CFO and serve as the Company’s principal financial and accounting officer on an interim basis until the Company appoints a permanent successor.”

Ken Rizvi resigned as Senior Vice President and Chief Financial Officer at Penguin Solutions, Inc..

“On May 8, 2024, Ken Rizvi notified SMART Global Holdings, Inc. (the “Company”) that after over three years as the Company’s senior vice president and chief financial officer (“CFO”), he intends to resign to pursue another opportunity.”
Earnings Releases

Penguin Solutions, Inc. reported second quarter of fiscal 2024 results: revenue $284.8 million, net income $(13.6) million, EPS $(0.26).

“EX-99.1 (EX-99.1) --- Press Release FOR IMMEDIATE RELEASE SGH REPORTS SECOND QUARTER FISCAL 2024 FINANCIAL RESULTS IPS revenue up 19 percent sequentially; total SGH revenue of $285 million Milpitas, Calif. – April 9, 2024 – SMART Global Holdings, Inc. (“SGH” or the “Company”) (NASDAQ: SGH) today reported financial results for the second quarter of fiscal 2024.”

Pete Manca was appointed as President, Intelligent Platform Solutions (IPS) at Penguin Solutions, Inc..

“On April 9, 2024, the Company announced the appointment of Pete Manca as the Company’s President, Intelligent Platform Solutions (“IPS”).”

David Laurello departed as Senior Vice President and President, IPS at Penguin Solutions, Inc..

“Mr. Manca succeeds David Laurello, who ceased serving as the Company’s Senior Vice President and President, IPS, effective as of April 8, 2024.”
Shareholder Votes

Penguin Solutions, Inc. shareholders approved Approval, on a Non-Binding Advisory Basis, of the Compensation of the Company’s Named Executive Officers at the 2024-02-09 meeting.

“Shareholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers. The results of such vote were: For Against Abstain Broker Non-Votes 40,981,824 926,695 151,989 4,838,762”
Shareholder Votes

Penguin Solutions, Inc. shareholders approved Ratification of the Selection of the Company’s Independent Registered Public Accounting Firm at the 2024-02-09 meeting.

“Shareholders ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending August 30, 2024. The results of such vote were: For Against Abstain Broker Non-Votes 46,209,991 431,901 257,378 0”
Shareholder Votes

Penguin Solutions, Inc. shareholders approved Election of Directors at the 2024-02-09 meeting.

“Shareholders elected each of the three nominees for Class I director to serve until the Company’s 2027 annual general meeting of shareholders or until their successors are duly elected and qualified. The results of such vote were: Nominee For Withheld Broker Non-Votes Sandeep Nayyar 39,266,372 2,794,136 4,838,762 Mary Puma 37,183,067 4,877,441 4,838,762 Maximiliane Straub 38,991,484 3,069,024 4,838,762”
Earnings Releases

Penguin Solutions, Inc. reported first quarter of fiscal 2024 results: revenue $274.2 million.

“The following discussion relates to our continuing operations, which exclude SMART Brazil. First Quarter Fiscal 2024 Highlights for Continuing Operations • Net sales of $274.2 million, down 30.0% versus the year-ago quarter • Record GAAP gross margin of 30.2%, up 160 basis points versus the year-ago quarter • Record Non-GAAP gross margin of 33.3%, up 200 basis”
M&A Transactions

Penguin Solutions, Inc. completed a disposition involving Lexar Europe B.V. for total enterprise value of $205 million (closed 2023-11-29).

“Brazil (the “ Retained Interest ”) (the “ Divestiture ”). At the closing of the Divestiture (the “ Closing ”), Purchaser paid to Seller (based on a total enterprise value of $205 million for SMART Brazil) an upfront cash purchase price of approximately $140 million, which amount reflects certain customary adjustments and estimated withholding tax due in”
Earnings Releases

Penguin Solutions, Inc. reported financial results for fourth quarter and full year fiscal 2023.

“On October 12, 2023, SMART Global Holdings, Inc. (the “Company”) issued a press release and will hold a conference call announcing its financial results for the fourth quarter and full year fiscal 2023.”

Thierry Pellegrino departed as Senior Vice President and President, Intelligent Platform Solutions at Penguin Solutions, Inc..

“the Board of Directors (the “Board”) of SMART Global Holdings, Inc. (the “Company”) announced that Thierry Pellegrino ceased serving as the Company’s Senior Vice President and President, Intelligent Platform Solutions, effective as of June 27, 2023.”

Mary G. Puma was appointed as Director at Penguin Solutions, Inc..

“On July 15, 2023, the Board of Directors (the “Board”) of SMART Global Holdings, Inc. (the “Company”) appointed Mary G. Puma to the Board and as a member of the Audit Committee of the Board and the Compensation Committee of the Board, effective immediately.”
Earnings Releases

Penguin Solutions, Inc. reported third quarter of fiscal 2023 results: revenue $383.3 million, net income $(24.5) million, EPS $(0.50).

“Holdings, Inc. (“SGH” or the “Company”) (NASDAQ: SGH) today reported financial results for the third quarter of fiscal 2023. Third Quarter Fiscal 2023 Highlights • Net sales of $383 million, down 17.1% versus the year-ago quarter • GAAP gross margin of 25.7%, up 100 basis points versus the year-ago quarter • Non-GAAP gross margin of 28.0%, up 230 basis points versus”

Thierry Pellegrino departed as Senior Vice President and President, Intelligent Platform Solutions at Penguin Solutions, Inc..

“Mr. Laurello is succeeding Thierry Pellegrino who ceased serving as the Company’s Senior Vice President and President, Intelligent Platform Solutions, effective as of June 27, 2023.”

David Laurello was appointed as President, Intelligent Platform Solutions at Penguin Solutions, Inc..

“announced the appointment of David Laurello as the Company’s President, Intelligent Platform Solutions.”
Material Agreements

Penguin Solutions, Inc. entered into Stock Purchase Agreement with SMART Modular Technologies (LX) S.à.r.l., Lexar Europe B.V., Shenzhen Longsys Electronics Co., Ltd., Shanghai Intelligent Memory Semiconductor Co., Ltd. valued at $205.00 million (effective 2023-06-13).

“On June 13, 2023, SMART Global Holdings, Inc., a Cayman Islands exempted company (“ SGH ”), entered into a Stock Purchase Agreement (the “ Purchase Agreement ”), by and among SMART Modular Technologies (LX) S.à.r.l., a société à responsabilité limitée governed by the laws of Grand Duchy of Luxembourg and a wholly owned subsidiary of SGH (“ Seller ”), Lexar Europe B.V., a company organized under the laws of The Netherlands (“ Purchaser ”), Shenzhen Longsys Electronics Co., Ltd., a company limited by shares governed by the laws of the People’s Republic of China (“ Longsys ”), solely with respect to certain provisions therein, Shanghai Intelligent Memory Semiconductor Co., Ltd., a limited liability company governed by the laws of the People’s Republic of China (“ Parent Funding Entity ”), and, solely with respect to certain provisions therein, SGH, for the intended sale of its standards-based modules assembly and test business in Brazil.”
Earnings Releases

Penguin Solutions, Inc. reported second quarter of fiscal 2023 results: revenue $429 million, net income (27.2), EPS $(0.55).

“Second Quarter Fiscal 2023 Highlights • Net sales of $429 million, down 4.5% versus the year-ago quarter • GAAP gross margin of 25.7%, up 60 basis points versus the year-ago quarter • Non-GAAP gross margin of 28.9%, up 290 basis points versus the year-ago quarter • GAAP EPS of $(0.55) versus $0.04 in the year-ago quarter • Non-GAAP EPS of $0.76 versus $0.87 in the year-ago quarter • Cash and cash equivalents of $376 million”
Shareholder Votes

Penguin Solutions, Inc. shareholders approved Approval, on a Non-Binding Advisory Basis, of the Compensation of the Company's Named Executive Officers at the 2023-02-10 meeting.

“Shareholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers. The results of such vote were: For Against Abstain Broker Non-Votes 39,335,282 601,308 114,219 5,669,988”
Shareholder Votes

Penguin Solutions, Inc. shareholders approved Ratification of the Selection of the Company's Independent Registered Public Accounting Firm at the 2023-02-10 meeting.

“Shareholders ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending August 25, 2023. The results of such vote were: For Against Abstain Broker Non-Votes 45,305,423 398,510 16,864 0”
Shareholder Votes

Penguin Solutions, Inc. shareholders approved Election of each of the three nominees for Class III director at the 2023-02-10 meeting.

“Shareholders elected each of the three nominees for Class III director to serve until the Company’s 2026 annual general meeting of shareholders or until their successors are duly elected and qualified. The results of such vote were: Nominee For Withheld Broker Non-Votes Mark Adams 39,847,154 203,655 5,669,988 Bryan Ingram 37,675,285 2,375,524 5,669,988 Mark Papermaster 39,850,996 199,813 5,669,988”
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.

“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”)”
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).

“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”).”
Earnings Releases

Penguin Solutions, Inc. reported first quarter of fiscal 2023 results: revenue $465 million, EPS $0.10.

“First Quarter Fiscal 2023 Highlights • Net sales of $465 million, up 6.3% versus the prior quarter • GAAP gross margin of 25.4%, up 170 basis points versus the prior quarter • Non-GAAP gross margin of 27.8%, up 320 basis points versus the prior quarter • GAAP EPS of $0.10 versus $0.40 in the prior quarter • Non-GAAP EPS of $0.79 versus $0.80 in the prior quarter • Closed acquisition of Stratus Technologies on August 29, 2022”

Mark Papermaster was appointed as Director at Penguin Solutions, Inc..

“On August 22, 2022, the Board of Directors (the “Board”) of SMART Global Holdings, Inc., a Cayman Islands exempted company (the “Company”), appointed Mark Papermaster to the Board, effective August 22, 2022.”

Claude Demby retired as Senior Vice President and President of LED Solutions at Penguin Solutions, Inc..

“Claude Demby will retire as Senior Vice President and President of the LED Solutions business of SMART Global Holdings, Inc.”

Mukesh Patel resigned as Director at Penguin Solutions, Inc..

“Mukesh Patel notified the Company of his intention to resign from the Board, effective as of the 2022 Annual Meeting.”

Ajay Shah departed as Chair of the Board at Penguin Solutions, Inc..

“Ajay Shah, the Company’s co-founder and chair of the board of directors of the Company (the “Board”), will not stand for re-election to the Board at the Company’s annual general meeting of shareholders to be held on February 11, 2022”

Penelope Herscher was appointed as Director at Penguin Solutions, Inc..

“On September 24, 2021, the Board of Directors (the “Board”) of SMART Global Holdings, Inc., a Cayman Islands exempted company, appointed Penelope Herscher to the Board, effective September 24, 2021.”

Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.