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Market Information for Ordinary Shares
−Removed: Our ordinary shares are listed on the Nasdaq Global Select Market under the trading symbol “SGH.”
+Added: Our ordinary shares are listed on the Nasdaq Global Select Market under the trading symbol “PENG.”
Holders of Record
As of October 14, 2024, there were 41 registered holders of record of our ordinary shares (not including beneficial holders of our ordinary shares held in street name by brokers and other institutions on behalf of shareholders).
−Removed: On January 3, 2022, our Board of Directors declared a share dividend of one ordinary share, $0.03 par value per share, for every one outstanding ordinary share owned to shareholders of record as of January 25, 2022.
+Added: On January 3, 2022, our Board of Directors declared a share dividend of one ordinary share, $0.03 par value per share, for each outstanding ordinary share owned, to shareholders of record as of January 25, 2022.
The dividend was paid on February 1, 2022.
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Issuer Purchases of Equity Securities
−Removed: Common Stock Repurchase Authorization
−Removed: On April 5, 2022, we announced that our Board of Directors approved a $75 million share repurchase authorization, under which we may repurchase our outstanding ordinary shares from time to time through open market purchases, privately-negotiated transactions or otherwise.
−Removed: The share repurchase authorization has no expiration date but may be suspended or terminated by our Board of Directors at any time.
−Removed: As of August 25, 2023, the remaining dollar value of shares that may be repurchased under this authorization was $16.6 million.
−Removed: No shares were repurchased during the fourth quarter of 2023.
+Added: Ordinary Share Repurchase Authorization
+Added: On April 4, 2022, our Board of Directors approved a $75.0 million share repurchase authorization (the “Initial Authorization”), under which we may repurchase our outstanding ordinary shares from time to time through open market purchases, privately-negotiated transactions or otherwise.
+Added: On January 8, 2024, the Audit Committee of the Board of Directors approved an additional $75.0 million share repurchase authorization (the “Additional Authorization,” and together with the Initial Authorization, the “Current Authorization”).
+Added: The Current Authorization has no expiration date but may be suspended or terminated by the Board of Directors at any time.
+Added: No shares were repurchased during the fourth quarter of 2024 under the Current Authorization.
+Added: As of August 30, 2024, an aggregate of $77.7 million remained available for the repurchase of our ordinary shares under the Current Authorization.
+Added: Certain of our agreements, including the Amended Credit Agreement, the SKT Purchase Agreement and the Certificate of Designation relating to the Investment (the “Certificate of Designation”), contain restrictions that limit our ability to repurchase our ordinary shares.
Share Performance Graph
This performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any of our filings under the Securities Act, except as shall be expressly set forth by specific reference in such filing.
−Removed: The following graph illustrates a comparison of cumulative total returns for our ordinary shares, the Nasdaq Composite Index, the Russell 2000 Index and the Nasdaq Electronic Components Index from August 31, 2018 through August 31, 2023.
+Added: The following graph illustrates a comparison of cumulative total returns for our ordinary shares, the Russell 2000 Index and the Nasdaq Electronic Components Index from August 31, 2019 through August 30, 2024.
We operate on a 52- or 53-week fiscal year, which ends on the last Friday in August.
−Removed: As a result, the last day of our fiscal year varies.
+Added: As a result, the last day of our fiscal year
For consistent presentation and comparison to the industry indices shown herein, we have calculated our share performance graph as of August 31 for each year.
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The performance was plotted using the following data:
−Removed: SMART Global Holdings, Inc.
+Added: Penguin Solutions, Inc.
$ 100 $ 89 $ 171 $ 129 $ 182 $ 146
−Removed: Nasdaq Composite Index $ 100 $ 99 $ 148 $ 193 $ 151 $ 181
Russell 2000 Index $ 100 $ 106 $ 156 $ 128 $ 134 $ 159
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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.