0001616533TRUE00016165332024-10-152024-10-15

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 15, 2024
PenguinSolutions Logo.jpg

PENGUIN SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
Commission File Number 001-38102
Cayman Islands98-1013909
(State or Other Jurisdiction of
Incorporation or Organization)		(I.R.S. Employer
Identification No.)
c/o Walkers Corporate Limited
190 Elgin Avenue
George Town, Grand Cayman
Cayman IslandsKY1-9008
(Address of Principal Executive Offices)(Zip Code)

Registrant’s Telephone Number, Including Area Code: (510) 623-1231
SMART Global Holdings, Inc.
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Ordinary shares, $0.03 par value per sharePENGNasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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This Amendment No. 1 on Form 8-K/A is being filed by Penguin Solutions, Inc. (the “Company”) to amend its Current Report on Form 8-K dated October 15, 2024 (the “Form 8-K”) to correct an error in Exhibit 99.1 furnished with the Form 8-K.
Item 2.02 Results of Operations and Financial Condition.
On October 15, 2024, the Company issued a press release announcing its financial results for the fourth quarter and full year fiscal 2024. A copy of the press release was attached to the Form 8-K as Exhibit 99.1. The Company subsequently discovered that the earnings release contained an error in the Reconciliation of GAAP to Non-GAAP Measures table. The reconciliation of “GAAP gross profit” to “Non-GAAP gross profit” inadvertently omitted the line item “Other” in the amount of $300,000 for both the three months and fiscal year ended August 30, 2024, which should have appeared below the line item “Cost of sales-related restructure.” The “Non-GAAP gross profit” line item as well as all other line items in the reconciliation table were correct.


2

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: October 16, 2024
Penguin Solutions, Inc.
By:/s/ Nate Olmstead
Nate Olmstead
Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
3
v3.24.3
Cover
Oct. 15, 2024
Cover [Abstract]  
Document Type 8-K/A
Document Period End Date Oct. 15, 2024
Entity Registrant Name PENGUIN SOLUTIONS, INC.
Entity File Number 001-38102
Entity Incorporation, State or Country Code E9
Entity Tax Identification Number 98-1013909
Entity Address, Address Line One c/o Walkers Corporate Limited
Entity Address, Address Line Two 190 Elgin Avenue
Entity Address, City or Town George Town, Grand Cayman
Entity Address, Country KY
Entity Address, Postal Zip Code KY1-9008
City Area Code 510
Local Phone Number 623-1231
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Ordinary shares, $0.03 par value per share
Trading Symbol PENG
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0001616533
Amendment Flag true
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