What changed in this filing

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Item 9A. Controls and Procedures

2025-10-21 compared with 2024-10-24 · 80 added, 76 removed, 159 unchanged (50% of the section changed)

11 unchanged sentences

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of Penguin Solutions, Inc.

To the Stockholders and the Board of Directors of Penguin Solutions, Inc.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Penguin Solutions, Inc.

(formerly SMART Global Holdings, Inc.) and subsidiaries (the “Company”) as of August 30, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

and subsidiaries (the “Company”) as of August 29, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of August 29, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

20 unchanged sentences

Other Information

On August 15, 2024 , Mark Adams , our President and Chief Executive Officer , adopted a Rule 10b5-1 trading arrangement (the “Adams 10b5-1 Plan”) that is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.

The Adams 10b5-1 Plan provides for the sale of up to 100,000 ordinary shares, subject to pre-established limit prices and daily volume limitations, commencing on February 1, 2025 and continuing until all shares are sold or until August 1, 2025 , whichever occurs first.

On August 15, 2024 , Joseph Clark , our President of Optimized LED, adopted a Rule 10b5-1 trading arrangement (the “Clark 10b5-1 Plan”) that is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.

The Clark 10b5-1 Plan provides for the sale of up to (i) 15,000 ordinary shares, plus (ii) 50% of the net ordinary shares which may be acquired by Mr.

Clark upon the future vesting of 24,248 restricted share units (net of ordinary shares surrendered to Penguin Solutions to satisfy tax withholding obligations in connection with vesting), each subject to pre-established limit prices, commencing on November 14, 2024 and continuing until all shares are sold or until July 15, 2025 , whichever occurs first.

During the fiscal quarter ended August 30, 2024 , no other officers or directors of Penguin Solutions adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (in each case, as defined in Item 408 of Regulation S-K).

During the fiscal quarter ended August 29, 2025, no officers or directors of Penguin Solutions adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (in each case, as defined in Item 408 of Regulation S-K).

Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

1 unchanged sentence

Directors, Executive Officers and Corporate Governance

The information required by Item 10 is incorporated herein by reference to our 2024 Proxy Statement for our next Annual General Meeting of Shareholders to be filed with the SEC no later than 120 days after August 30, 2024.

We have adopted a Code of Business Conduct and Ethics that applies to our officers, directors and employees, which is available on our website (www.penguinsolutions.com) under “Governance.” The Code of Business Conduct and Ethics is intended to qualify as a “code of ethics” within the meaning of Section 406 of the Sarbanes-Oxley Act of 2002, as amended, and Item 406 of Regulation S-K.

In addition, we intend to promptly disclose on our website (1) the nature of any amendment to our Code of Business Conduct and Ethics that applies to our directors or our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions and (2) the nature of any waiver, including an implicit waiver, from a provision of our Code of Business Conduct and Ethics that is granted to a director or one of these specified officers, the name of such person who is granted the waiver and the date of the waiver.

The information required by Item 10 is incorporated herein by reference to our 2025 Proxy Statement for our next Annual Meeting of Stockholders to be filed with the SEC no later than 120 days after August 29, 2025.

We have adopted a Code of Business Conduct and Ethics that applies to our officers, directors and employees, and that is available on our website (www.penguinsolutions.com) under “Governance.” The Code of Business Conduct and Ethics is intended to qualify as a “code of ethics” within the meaning of Section 406 of the Sarbanes-Oxley Act of 2002, as amended, and Item 406 of Regulation S-K.

In addition, we intend to promptly disclose on our website (1) any amendment to our Code of Business Conduct and Ethics that applies to our directors or our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions and (2) the nature of any waiver, including an implicit waiver, from a provision of our Code of Business Conduct and Ethics that is granted to a director or one of these specified officers, the name of such person who is granted the waiver and the date of the waiver.

Executive Compensation

The information required by Item 11 is incorporated herein by reference to our 2024 Proxy Statement for our next Annual General Meeting of Shareholders to be filed with the SEC no later than 120 days after August 30, 2024.

The information required by Item 11 is incorporated herein by reference to our 2025 Proxy Statement for our next Annual Meeting of Stockholders to be filed with the SEC no later than 120 days after August 29, 2025.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by Item 12 is incorporated herein by reference to our 2024 Proxy Statement for our next Annual General Meeting of Shareholders to be filed with the SEC no later than 120 days after August 30, 2024.

The information required by Item 12, including Securities Authorized for Issuance Under Equity Plans, is incorporated herein by reference to our 2025 Proxy Statement for our next Annual Meeting of Stockholders to be filed with the SEC no later than 120 days after August 29, 2025.

Certain Relationships and Related Transactions, and Director Independence

The information required by Item 13 is incorporated herein by reference to our 2024 Proxy Statement for our next Annual General Meeting of Shareholders to be filed with the SEC no later than 120 days after August 30, 2024.

The information required by Item 13 is incorporated herein by reference to our 2025 Proxy Statement for our next Annual Meeting of Stockholders to be filed with the SEC no later than 120 days after August 29, 2025.

Principal Accountant Fees and Services

The information required by Item 14 is incorporated herein by reference to our 2024 Proxy Statement for our next Annual General Meeting of Shareholders to be filed with the SEC no later than 120 days after August 30, 2024.

The information required by Item 14 is incorporated herein by reference to our 2025 Proxy Statement for our next Annual Meeting of Stockholders to be filed with the SEC no later than 120 days after August 29, 2025.

Exhibits and Financial Statement Schedules

10 unchanged sentences

Exhibit Filing

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

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

4 unchanged sentences

10-Q 001-38102 2.1 01/09/2024

3.1 Third Amended and Restated Memorandum and Articles of Association of Penguin Solutions , Inc.

3.1 Amended and Restated Certificate of Incorporation of Penguin Solutions, Inc., effective as of June 27, 2025

001-38102 3.1 06/30/2025

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

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 C ertificate of Designation of Convertible Preferred Stock, effective as of June 2 7, 2025

8-K12B 001-38102 3.2 06/30/2025

4.1 Description of the Registrant’s Capital Stock

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.

4 unchanged sentences

4.5 First Supplemental Indenture with respect to 2.25% Convertible Senior Notes due 2026, dated August 26, 2022, between SMART Global Holdings, Inc.

Bank Trust Company , National Association, as T rustee

Bank Trust Company, National Association, as Trustee

8-K 001-38102 4.1 08/29/2022

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.

3 unchanged sentences

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.

3 unchanged sentences

8-K 001-38102 4.1 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

14A 001-38102 Exhibit A 12/14/2018

10.3** Amendment to the SMART Global Holdings, Inc.

Amended and Restated 2017 Share Incentive Plan

14A 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

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

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

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

Form of Performance Stock Unit Award Agreement under the Penguin Solutions, Inc.

Amended and Restated 2017 Stock Incentive Plan

Penguin Solutions, Inc.

Amended and Restated 2021 Inducement Plan

8-K12B 001-38102 10.5 06/30/2025

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

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

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

Penguin Solutions, Inc.

Amended and Restated 2018 Employee Stock Purchase Plan

8-K12B 001-38102 10.4 06/30/2025

Offer Letter by and between SMART Global Holdings, Inc.

1 unchanged sentence

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

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

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

2 unchanged sentences

10-Q 001-38102 10.2 07/09/2024

Amended and Restated Employment Agreement between SMART Modular Technologies, Inc.

and Jack Pacheco

10-Q 001-38102 10.2 03/22/2018

Transition Agreement, effective as of April 10, 2025, by and between SMART Modular Technologies, Inc.

and Jack Pacheco

001-38102 10.18 07/08/2025

Amended and Restated Offer Letter by and between SMART Global Holdings, Inc.

and Peter Manca, dated May 23, 2024

001-38102 10.15 10/24/2024

Separation Agreement by and between Penguin Solutions, Inc.

and Peter Manca , effective as of August 10 , 2025

10.18 Form of Indemnification and Advancement Agreement for Directors and Officers

8-K12B 001-38102 10.1 06/30/2025

Independent Director Compensation Policy

001-38102 10.2 06/30/2025

10.20 Form of Confirmation for the Base Capped Call Transactions

3 unchanged sentences

10.22 Promissory Note, dated March 1, 2021, made by SMART Global Holdings, Inc.

in favor of Cree LED , Inc.

in favor of CreeLED, Inc.

8-K 001-38102 10.1 03/03/2021

1 unchanged sentence

8-K 001-38102 10.2 03/03/2021

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

10.24 Promissory Note, dated June 24, 2022, made by CreeLED, Inc.

1 unchanged sentence

8-K 001-38102 10.1 06/29/2022

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

10.25 Form of confirmation for the Capped Call Transactions

3 unchanged sentences

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

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

10.27 Form of Confirmation for the Base Capped Call Transactions

2 unchanged sentences

8-K 001-38102 10.1 08/14/2024

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

21.1 List of Subsidiaries of Registrant

21.1 List of Subsidiaries of the Registrant

23.1 Consent of Independent Registered Public Accounting Firm

7 unchanged sentences

97.1 Clawback Policy of the Registrant

97.2 Policy for Recovery of Erroneously Awarded Compensation of the Registrant

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

5 unchanged sentences

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.

* 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.

*** 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.

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.

19 unchanged sentences

Penelope Herscher

/s/ Randy Furr Director October 24, 2024

/s/ Min Yong Ha

Director October 21, 2025

/s/ Bryan Ingram Director October 21, 2025

7 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures