Penguin Solutions, Inc.
For the period ended Aug 29, 2025. Filed Oct 21, 2025.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Oct 21, 2025
PENG$44.64-2.3%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits and Financial Statement Schedules
(a)The following documents are filed as part of this report:
Financial Statements. See “PART II – Item 8. Financial Statements and Supplementary Data.”
Financial Statement Schedules. Certain financial statement schedules have been omitted since they are either not required, not applicable or the information is otherwise included.
Exhibits. See “Index to Exhibits” below.
INDEX TO EXHIBITS
| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| ExhibitNo. | Description | FiledHerewith | Form | File No. | Exhibit | FilingDate |
| 2.1* | Share Purchase Agreement, dated as of June 28, 2022, by and among SMART Global Holdings, Inc., a Cayman Islands exempted company, Storm Private Holdings I Ltd., a Cayman Islands exempted company, and Storm Private Investments LP, a Cayman Islands exempted limited partnership | 8-K | 001-38102 | 2.1 | 08/29/2022 | |
| 2.2* | Stock Purchase Agreement, dated as of June 13, 2023, 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, Lexar Europe B.V., a company organized under the laws of The Netherlands, Shenzhen Longsys Electronics Co., Ltd., a company limited by shares governed by the laws of the People’s Republic of China, 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, and, solely with respect to certain provisions therein, SMART Global Holdings, Inc., a Cayman Islands exempted company | 8-K | 001-38102 | 2.1 | 06/13/2023 | |
| 2.3* | Letter Agreement, dated as of October 24, 2023, to that certain Stock Purchase Agreement, dated as of June 13, 2023, 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, Lexar Europe B.V., a company organized under the laws of The Netherlands, Shenzhen Longsys Electronics Co., Ltd., a company limited by shares governed by the laws of the People’s Republic of China, 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, and, solely with respect to certain provisions therein, SMART Global Holdings, Inc., a Cayman Islands exempted company | 10-Q | 001-38102 | 2.1 | 01/09/2024 | |
| 3.1 | Amended and Restated Certificate of Incorporation of Penguin Solutions, Inc., effective as of June 27, 2025 | 8-K12B | 001-38102 | 3.1 | 06/30/2025 | |
| 3.2 | Amended and Restated Bylaws of Penguin Solutions, Inc., effective as of June 30, 2025 | 8-K12B | 001-38102 | 3.3 | 06/30/2025 | |
| 3.3 | Certificate of Designation of Convertible Preferred Stock, effective as of June 27, 2025 | 8-K12B | 001-38102 | 3.2 | 06/30/2025 | |
| 4.1 | Description of the Registrant’s Capital Stock | X | ||||
| 4.2 | Form of Common Stock Certificate | S-8 POS | 333-286347 | 4.1 | 06/30/2025 | |
| 4.3 | Indenture, dated February 11, 2020, between SMART Global Holdings, Inc. and U.S. Bank National Association, as Trustee | 8-K | 001-38102 | 4.1 | 02/11/2020 | |
| 4.4 | Form of 2.25% Convertible Senior Notes due 2026 (included as Exhibit A to the Indenture filed as Exhibit 4.3) | 8-K | 001-38102 | 4.1 | 02/11/2020 | |
| 4.5 | First Supplemental Indenture with respect to 2.25% Convertible Senior Notes due 2026, dated August 26, 2022, between SMART Global Holdings, Inc. and U.S. Bank Trust Company, National Association, as Trustee | 8-K | 001-38102 | 4.1 | 08/29/2022 | |
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| 4.6 | Second Supplemental Indenture in respect of the 2026 Notes, dated as of June 30, 2025, by and among Penguin Solutions Delaware, Penguin Solutions Cayman and U.S. Bank Trust Company, National Association, a national banking association organized under the laws of the United States of America, as trustee | 8-K12B | 001-38102 | 4.1 | 06/30/2025 | |
| 4.7 | Indenture, dated as of January 23, 2023, between SMART Global Holdings, Inc. and U.S. Bank Trust Company, National Association, as Trustee | 8-K | 001-38102 | 4.1 | 01/23/2023 | |
| 4.8 | Form of certificate representing the 2.000% Convertible Senior Notes due 2029 (included as Exhibit A to the Indenture filed as Exhibit 4.7) | 8-K | 001-38102 | 4.2 | 01/23/2023 | |
| 4.9 | First Supplemental Indenture in respect of the 2029 Notes, dated as of June 30, 2025, by and among Penguin Solutions Delaware, Penguin Solutions Cayman and U.S. Bank Trust Company, National Association, a national banking association organized under the laws of the United States of America, as trustee | 8-K12B | 001-38102 | 4.2 | 06/30/2025 | |
| 4.10 | Indenture, dated as of August 6, 2024, between SMART Global Holdings, Inc. and U.S. Bank Trust Company, National Association, as Trustee | 8-K | 001-38102 | 4.1 | 08/06/2024 | |
| 4.11 | Form of certificate representing the 2.00% Convertible Senior Notes due 2030 (included as Exhibit A to the Indenture filed as Exhibit 4.10) | 8-K | 001-38102 | 4.1 | 08/06/2024 | |
| 4.12 | First Supplemental Indenture in respect of the 2030 Notes, dated as of June 30, 2025, by and among Penguin Solutions Delaware, Penguin Solutions Cayman and U.S. Bank Trust Company, National Association, a national banking association organized under the laws of the United States of America, as trustee | 8-K12B | 001-38102 | 4.3 | 06/30/2025 | |
| 4.13 | Amended and Restated Investor Agreement, dated as of June 30, 2025, by and between Penguin Solutions Delaware and Astra AI Infra LLC | 8-K12B | 001-38102 | 4.4 | 06/30/2025 | |
| 10.1** | Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan | 8-K12B | 001-38102 | 10.3 | 06/30/2025 | |
| 10.2** | Form of Restricted Stock Unit Award Agreement (Stock-Settled) under the Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan | S-8 POS | 333-286347 | 99.4 | 06/30/2025 | |
| 10.3** | Form of Restricted Stock Unit Award Agreement (Cash-Settled) under the Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan | S-8 POS | 333-286347 | 99.5 | 06/30/2025 | |
| 10.4** | Form of Performance Stock Unit Award Agreement under the Penguin Solutions, Inc. Amended and Restated 2017 Stock Incentive Plan | X | ||||
| 10.5** | Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan | 8-K12B | 001-38102 | 10.5 | 06/30/2025 | |
| 10.6** | Form of Restricted Stock Unit Award Agreement (Stock-Settled) under the Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan | S-8 POS | 333-286347 | 99.6 | 06/30/2025 | |
| 10.7** | Form of Restricted Stock Unit Award Agreement (Cash-Settled) under the Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan | S-8 POS | 333-286347 | 99.7 | 06/30/2025 | |
| 10.8** | Form of Performance Stock Unit Award Agreement under the Penguin Solutions, Inc. Amended and Restated 2021 Inducement Plan | S-8 POS | 333-286347 | 99.9 | 06/30/2025 | |
| 10.9** | Penguin Solutions, Inc. Amended and Restated 2018 Employee Stock Purchase Plan | 8-K12B | 001-38102 | 10.4 | 06/30/2025 | |
| 10.10** | Offer Letter by and between SMART Global Holdings, Inc. and Mark Adams, dated August 12, 2020 | 8-K | 001-38102 | 10.1 | 08/13/2020 | |
| 10.11** | Offer Letter by and between SMART Global Holdings, Inc. and Joseph Clark, dated September 6, 2022 | 10-Q | 001-38102 | 10.1 | 04/09/2024 | |
| 10.12** | Amended and Restated Offer Letter by and between Penguin Solutions, Inc. and Anne Kuykendall, effective as of September 25, 2023 | 10-Q | 001-38102 | 10.1 | 04/02/2025 | |
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| 10.13** | Offer Letter by and between SMART Global Holdings, Inc. and Nathan Olmstead, dated June 18, 2024 | 10-Q | 001-38102 | 10.2 | 07/09/2024 | |
| 10.14** | Amended and Restated Employment Agreement between SMART Modular Technologies, Inc. and Jack Pacheco | 10-Q | 001-38102 | 10.2 | 03/22/2018 | |
| 10.15** | Transition Agreement, effective as of April 10, 2025, by and between SMART Modular Technologies, Inc. and Jack Pacheco | 10-Q | 001-38102 | 10.18 | 07/08/2025 | |
| 10.16** | Amended and Restated Offer Letter by and between SMART Global Holdings, Inc. and Peter Manca, dated May 23, 2024 | 10-K | 001-38102 | 10.15 | 10/24/2024 | |
| 10.17** | Separation Agreement by and between Penguin Solutions, Inc. and Peter Manca, effective as of August 10, 2025 | X | ||||
| 10.18 | Form of Indemnification and Advancement Agreement for Directors and Officers | 8-K12B | 001-38102 | 10.1 | 06/30/2025 | |
| 10.19** | Independent Director Compensation Policy | 8-K12B | 001-38102 | 10.2 | 06/30/2025 | |
| 10.20 | Form of Confirmation for the Base Capped Call Transactions | 8-K | 001-38102 | 99.1 | 02/11/2020 | |
| 10.21 | Form of Confirmation for the Additional Capped Call Transactions | 8-K | 001-38102 | 99.2 | 02/11/2020 | |
| 10.22 | Promissory Note, dated March 1, 2021, made by SMART Global Holdings, Inc. in favor of CreeLED, Inc. | 8-K | 001-38102 | 10.1 | 03/03/2021 | |
| 10.23 | Form of Earnout Note | 8-K | 001-38102 | 10.2 | 03/03/2021 | |
| 10.24 | Promissory Note, dated June 24, 2022, made by CreeLED, Inc. in favor of Wolfspeed, Inc. | 8-K | 001-38102 | 10.1 | 06/29/2022 | |
| 10.25 | Form of confirmation for the Capped Call Transactions | 8-K | 001-38102 | 10.1 | 01/23/2023 | |
| 10.26 | Securities Purchase Agreement, dated July 14, 2024, by and between SK Telecom Co., Ltd. and SMART Global Holdings, Inc. | 8-K | 001-38102 | 10.1 | 07/16/2024 | |
| 10.27 | Form of Confirmation for the Base Capped Call Transactions | 8-K | 001-38102 | 10.1 | 08/06/2024 | |
| 10.28 | Form of Confirmation for the Additional Capped Call Transactions | 8-K | 001-38102 | 10.1 | 08/14/2024 | |
| 10.29*** | Credit Agreement, dated as of June 24, 2025, by and among Penguin Solutions, Inc., SMART Modular Technologies, Inc., the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and an Issuing Bank | 8-K | 001-38102 | 10.1 | 06/26/2025 | |
| 19.1 | Insider Trading and Confidentiality Policy of the Registrant | X | ||||
| 21.1 | List of Subsidiaries of the Registrant | X | ||||
| 23.1 | Consent of Independent Registered Public Accounting Firm | X | ||||
| 31.1 | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 31.2 | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 32.1**** | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 32.2**** | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 97.1 | Clawback Policy of the Registrant | X | ||||
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document | X | ||||
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| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | X |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | X |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | X |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | X |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | X |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | X |
| * | Portions of this exhibit have been excluded pursuant to Rule 601(b)(2)(ii) of Regulation S-K. The omitted information is both not material and is the type that the registrant treats as private or confidential. |
|---|---|
| ** | Constitutes a management contract or compensatory plan or arrangement. |
| *** | Certain schedules and exhibits have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted attachment to the Securities and Exchange Commission on a confidential basis upon request. |
| **** | The certifications attached as Exhibit 32.1 and Exhibit 32.2 that accompany this Annual Report are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report, irrespective of any general incorporation language contained in such filing. |
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