Penguin Solutions Inc
For the period ended Aug 30, 2024. Filed Oct 24, 2024.
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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.
FY2024 · Filed Oct 24, 2024
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 | Agreement and Plan of Merger, dated as of June 8, 2018, by and among SMART Global Holdings, Inc., Glacier Acquisition Sub, Inc., Penguin Computing, Inc. and Fortis Advisors LLC | 8-K | 001-38102 | 2.01 | 06/11/2018 |
| 2.2 | Stock Purchase Agreement, dated as of July 8, 2019, by and among Artesyn Embedded Computing, Inc., Pontus Intermediate Holdings II, LLC, Pontus Holdings, LLC and SMART Global Holdings, Inc. | 8-K | 001-38102 | 2.1 | 07/12/2019 |
| 2.3* | Asset Purchase Agreement, dated as of October 18, 2020, by and among Chili Acquisition, Inc., SMART Global Holdings, Inc. and Cree, Inc. | 8-K | 001-38102 | 2.1 | 03/03/2021 |
| 2.4* | Amendment to Asset Purchase Agreement dated March 1, 2021, between Cree, Inc., SMART Global Holdings, Inc. and CreeLED, Inc. | 8-K | 001-38102 | 2.2 | 03/03/2021 |
| 2.5* | 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 |
| 2.6* | 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 |
| 2.7* | 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 | Third Amended and Restated Memorandum and Articles of Association of Penguin Solutions, Inc. | 8-K | 001-38102 | 3.1 | 10/15/2024 |
| 4.1 | Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Exchange Act of 1934 | 10-K | 001-38102 | 4.1 | 10/25/2021 |
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| 4.2 | 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 | |
| 4.3 | Form of 2.25% Convertible Senior Notes due 2026 (included as Exhibit A to the Indenture filed as Exhibit 4.2) | 8-K | 001-38102 | 4.1 | 02/11/2020 | |
| 4.4 | 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 | |
| 4.5 | 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 | |
| 4.6 | Form of certificate representing the 2.000% Convertible Senior Notes due 2029 (included as Exhibit A to the Indenture filed as Exhibit 4.5) | 8-K | 001-38102 | 4.2 | 01/23/2023 | |
| 4.7 | 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 | |
| 4.8 | Form of certificate representing the 2.00% Convertible Senior Notes due 2030 (included as Exhibit A to the Indenture filed as Exhibit 4.7) | 8-K | 001-38102 | 4.2 | 08/06/2024 | |
| 10.1** | SMART Global Holdings, Inc. Amended and Restated 2017 Share Incentive Plan | 10-Q | 001-38102 | 10.1 | 06/29/2017 | |
| 10.2** | Amendment to the SMART Global Holdings, Inc. Amended and Restated 2017 Share Incentive Plan | DEF14A | 001-38102 | Exhibit A | 12/14/2018 | |
| 10.3** | Amendment to the SMART Global Holdings, Inc. Amended and Restated 2017 Share Incentive Plan | DEF14A | 001-38102 | Exhibit A | 12/21/2020 | |
| 10.4** | SMART Global Holdings, Inc. 2021 Inducement Plan (effective as of February 15, 2021) | 8-K | 001-38102 | 99.1 | 01/22/2021 | |
| 10.5** | Form of Restricted Share Unit Award Agreement Under the SMART Global Holdings, Inc. 2021 Inducement Plan | 10-Q | 001-38102 | 10.5 | 04/06/2021 | |
| 10.6** | SMART Global Holdings, Inc. 2018 Employee Share Purchase Plan | S-8 | 333-249619 | 99.3 | 10/22/2020 | |
| 10.7** | 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 | |
| 10.8** | Amended and Restated Employment Agreement between SMART Modular Technologies, Inc. and Jack Pacheco | 10-Q | 001-38102 | 10.2 | 03/22/2018 | |
| 10.9** | Offer Letter by and between SMART Global Holdings, Inc. and Ken Rizvi, dated January 31, 2021 | 8-K | 001-38102 | 10.1 | 02/02/2021 | |
| 10.10** | Form of Indemnification Agreement entered into with each of the Registrant’s officers and directors | S-1/A | 333-217539 | 10.1 | 05/11/2017 | |
| 10.11** | Amended and Restated Offer Letter by and between SMART Global Holdings, Inc. and David Laurello, dated June 27, 2023 | 10-K | 001-38102 | 10.11 | 10/20/2023 | |
| 10.12** | 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 | |
| 10.13** | Transition and Separation Agreement by and between SMART Global Holdings, Inc. and David Laurello, dated April 6, 2024 | 10-Q | 001-38102 | 10.1 | 07/09/2024 | |
| 10.14** | 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 | |
| 10.15** | Amended and Restated Offer Letter by and between SMART Global Holdings, Inc. and Peter Manca, dated May 23, 2024 | X | ||||
| 10.16** | Independent Director Compensation Policy | X | ||||
| 10.17 | Form of Confirmation for the Base Capped Call Transactions | 8-K | 001-38102 | 99.1 | 02/11/2020 | |
| 10.18 | Form of Confirmation for the Additional Capped Call Transactions | 8-K | 001-38102 | 99.2 | 02/11/2020 | |
| 10.19 | 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 | |
| 10.20 | Form of Earnout Note | 8-K | 001-38102 | 10.2 | 03/03/2021 | |
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| 10.21 | Credit Agreement, dated as of February 7, 2022, by and among SMART Global Holdings, Inc., SMART Modular Technologies, Inc., the lenders party thereto and Citizens Bank, N.A., as Administrative Agent, Collateral Agent and an Issuing Bank | 8-K | 001-38102 | 10.1 | 02/08/2022 | |
| 10.22 | Promissory Note, dated June 24, 2022, made by CreeLED, Inc. in favor of Wolfspeed, Inc. | 8-K | 001-38102 | 10.1 | 06/29/2022 | |
| 10.23*** | First Amendment to Credit Agreement, dated as of August 29, 2022, by and among SMART Global Holdings, Inc., SMART Modular Technologies, Inc., the lenders party thereto and Citizens Bank, N.A., as administrative agent, and acknowledged and agreed to by the subsidiary loan parties party thereto | 8-K | 001-38102 | 10.1 | 08/29/2022 | |
| 10.24 | Form of confirmation for the Capped Call Transactions | 8-K | 001-38102 | 10.1 | 01/23/2023 | |
| 10.25 | 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 | |
| 10.26 | Second Amendment to Credit Agreement, dated as of July 30, 2024, by and among SMART Global Holdings, Inc., SMART Modular Technologies, Inc., the lenders party thereto and Citizens Bank, N.A., as administrative agent, and acknowledged and agreed to by the subsidiary loan parties party thereto | X | ||||
| 10.27 | Third Amendment to Credit Agreement, dated as of August 21, 2024, by and among SMART Global Holdings, Inc., SMART Modular Technologies, Inc., the lenders party thereto and Citizens Bank, N.A., as administrative agent, and acknowledged and agreed to by the subsidiary loan parties party thereto | X | ||||
| 10.28 | Form of Confirmation for the Base Capped Call Transactions | 8-K | 001-38102 | 10.1 | 08/06/2024 | |
| 10.29 | Form of Confirmation for the Additional Capped Call Transactions | 8-K | 001-38102 | 10.1 | 08/14/2024 | |
| 19.1 | Insider Trading and Confidentiality Policy of the Registrant | X | ||||
| 21.1 | List of Subsidiaries of 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 | ||||
| 97.2 | Policy for Recovery of Erroneously Awarded Compensation 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 | ||||
| 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 | ||||
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| 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 omitted pursuant to Rule 601(b)(2) of Regulation S-K. The omitted information is not material and would likely cause competitive harm to the registrant if publicly disclosed. |
|---|---|
| ** | Constitutes a management contract or compensatory plan or arrangement. |
| *** | The schedules and exhibits have been omitted from this filing pursuant to Item 601(b)(10)(iv) of Regulation S-K. Registrant will furnish copies of such exhibits and schedules to the Securities and Exchange Commission 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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