Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosure set forth under the heading Indenture and Convertible Senior Notes in

Other Events. On July 13, 2026, the Company issued a press release announcing the launch of the offering and sale of the Notes. On July 14, 2026, the Company issued a press release announcing the pricing of the Notes. Copies of the press releases are filed as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein. Forward-Looking Statements This Form 8-K contains forward-looking statements within the meaning of Section 27A of the Secu…

The Notes were issued to the Initial Purchasers in reliance upon Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), in transactions not involving any public offering. The Notes were resold by the Initial Purchasers to persons whom the Initial Purchasers reasonably believe are “qualified institutional buyers,” as defined in, and in accordance with, Rule 144A under the Securities Act. Any Common Stock that may be issued upon conversion of the Notes will be issued…

Entry into a Material Definitive Agreement. Indenture and Convertible Senior Notes On July 17, 2026, Penguin Solutions, Inc. (the “Company”) issued $750.0 million aggregate principal amount of the Company’s 0.00% Convertible Senior Notes due 2031 (the “Notes”) pursuant to an indenture, dated July 17, 2026 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). Pursuant to the purchase agreement between the Company and the initial p…

Results of Operations and Financial Condition. On July 7, 2026, Penguin Solutions, Inc., a Delaware corporation (the “Company”), issued a press release and will hold a conference call announcing its financial results for the third quarter of fiscal 2026. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K (this “Form 8-K”) and is incorporated herein by reference. The Company refers to non-GAAP financial information in both the press release and on the co…

interim Chief Financial Officer (interim CFO) — Aaron Johnson: Aaron Johnson was appointed as the interim Chief Financial Officer.

CFO — Nate Olmstead: Nate Olmstead resigned as CFO to pursue another opportunity.

of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing. Forward-Looking Statements This…

Director and member of the Compensation Committee — David Heard: The company appointed David Heard to the Board and as a member of the Compensation Committee.

Results of Operations and Financial Condition. On April 1, 2026, Penguin Solutions, Inc., a Delaware corporation (the “Company”), issued a press release and will hold a conference call announcing its financial results for the second quarter of fiscal 2026. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K (this “Form 8-K”) and is incorporated herein by reference. The Company refers to non-GAAP financial information in both the press release and on the…

CEO — Mark Adams: Mark Adams retired as CEO and was succeeded by Kash Shaikh.

Results of Operations and Financial Condition. On January 6, 2026, Penguin Solutions, Inc., a Delaware corporation (the “Company”), issued a press release and will hold a conference call announcing its financial results for the first quarter of fiscal 2026. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K (this “Form 8-K”) and is incorporated herein by reference. The Company refers to non-GAAP financial information in both the press release and on the…

Entry into a Material Definitive Agreement. 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 Technologi…

Results of Operations and Financial Condition. On October 7, 2025, Penguin Solutions, Inc., a Delaware corporation (the “Company”), issued a press release and will hold a conference call announcing its financial results for the fourth quarter and full year fiscal 2025. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K (this “Form 8-K”) and is incorporated herein by reference. The Company refers to non-GAAP financial information in both the press releas…

Other Events. On October 6, 2025, the Audit Committee of the Board of Directors approved a $75 million stock repurchase authorization, under which the Company may repurchase shares of its outstanding common stock from time to time through open market purchases, privately-negotiated transactions or otherwise, with the amount and timing of repurchases to be determined at the Company’s discretion, depending on market conditions and corporate needs. Open market repurchases will be structured to o…

President — Pete Manca: The filing discloses the departure of a Senior Vice President and President of a business unit, which is a significant management change but not necessarily a top-level CEO/CFO shock.

Results of Operations and Financial Condition. On July 8, 2025, Penguin Solutions, Inc. (the “Company”) issued a press release and will hold a conference call announcing its financial results for the third quarter of fiscal 2025. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K (this “Form 8-K”) and is incorporated herein by reference. The Company refers to non-GAAP financial information in both the press release and on the conference call. A reconcil…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under

Termination of Material Definitive Agreement. In connection with its entry into the Credit Agreement as described under Item 1.01, and the concurrent repayment in full of all borrowings, and termination of all outstanding commitments under, the Existing Credit Agreement, on the Closing Date, the Existing Credit Agreement was terminated. Voluntary prepayments of the loans and voluntary reductions of the unutilized portion of the revolving commitments under the Existing Credit Agreement are per…

Entry into a Material Definitive Agreement. On June 24, 2025 (the “Closing Date”), Penguin Solutions, Inc., a Cayman Islands exempted company (the “Company” or the “Parent Borrower”), and SMART Modular Technologies, Inc., a California corporation (the “Co-Borrower” and together with the Parent Borrower, the “Borrowers”), entered into that certain Credit Agreement (the “Credit Agreement”), by and among the Borrowers, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative a…

COO — Jack Pacheco: The COO announced a planned retirement with a structured transition agreement and no disagreement, indicating an orderly succession rather than a sudden loss.

Results of Operations and Financial Condition. On April 2, 2025, Penguin Solutions, Inc. (the “Company”) issued a press release and will hold a conference call announcing its financial results for the second quarter of fiscal 2025. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K (this “Form 8-K”) and is incorporated herein by reference. The Company refers to non-GAAP financial information in both the press release and on the conference call. A reconc…

Results of Operations and Financial Condition. On January 8, 2025, Penguin Solutions, Inc. (the “Company”) issued a press release and will hold a conference call announcing its financial results for the first quarter of fiscal 2025. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K (this “Form 8-K”) and is incorporated herein by reference. The Company refers to non-GAAP financial information in both the press release and on the conference call. A recon…

Material Modifications to Rights of Security Holders. The information contained in

Entry into a Material Definitive Agreement. As previously reported in the Current Report on Form 8-K filed on July 16, 2024, Penguin Solutions, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with SK Telecom Co., Ltd. (“SKT”). On December 13, 2024, the Company consummated the transactions related to the Closing (as defined in the Purchase Agreement), including issuing and selling to Astra AI Infra LLC, a special purpose vehicle formed by SKT to con…