Penguin Solutions, Inc.

Information Technology Services • Technology • Fremont, CA, United States • PENG (NMS)

510 623 1231 45800 Northport Loop West, Fremont, CA 94538, United States

Quarter: Q4 2025 Reported: December 30, 2025 Sentiment: Neutral

Penguin Solutions, Inc. designs, builds, deploys and manages enterprise solutions worldwide. The company operates through three segments: Advanced Computing, Integrated Memory, and Optimized LED. It offers hardware, software, and services focusing on technical computing for core and cloud environments through high-performance computing and AI solutions under the Penguin Solutions, Penguin Computing, Stratus, and Penguin Edge brands. The company also provides Penguin Solutions OriginAI, an AI infrastructure solution for customers deploying GPUs at scale; continuous availability of customers critical data and applications in data centers and edge locations under the Stratus brand products; and dynamic random-access memory, modules, solid-state/flash storage, and other integrated memory solutions to networking and telecom, data analytics, AI, and ML under the SMART Modular Technologies brand. In addition, it provides Zefr, a memory module; Altus and AMD EPYC based servers for expansive memory for AI workloads; flash memory products comprising solid-state drives, Serial Advanced Technology Attachment, and PCIe NVMe products in 2.5 enclosures, M.2, EDSFF, and other module form factors; and multimediacard and embedded and removable USB products, and SD and microSD Card configurations, as well as firmware development. Further, the company offers procurement, logistics, inventory management, temporary warehousing, programming, kitting, and packaging supply chain services; and LEDs under the Cree LED brand; Cree LED XLamp and J Series packaged LED components. It serves OEMs, enterprise, government, and other end customers through direct and third-party channels. The company was formerly known as SMART Global Holdings, Inc. and changed its name to Penguin Solutions, Inc. in October 2024. Penguin Solutions, Inc. was founded in 1988 and is headquartered in Fremont, California.

Analysis Summary

This Form 8-K from Penguin Solutions, Inc. (PENG) primarily details a significant strategic transaction rather than its Q4 2025 earnings performance. On December 29, 2025, PENG's wholly owned indirect subsidiary, SMART Modular Technologies (LX) S.à r.l., executed a Stock Transfer Agreement to divest its remaining nineteen percent (19%) interest in Zilia Technologies Indústria e Comércio de Componentes Eletrônicos Ltda. The buyer is Lexar Europe B.V., a company organized under the laws of the Netherlands, which is part of a Parent Group Companies including Shenzhen Longsys Electronics Co., Ltd. The purchase price for this minority stake is $46.08 million. This transaction represents the completion of PENG's full divestiture of Zilia, following an initial sale of eighty-one percent (81%) to the same buyer in November 2023. Upon the closing, Seller will no longer hold any quotas of Zilia, and Zilia will become a wholly-owned subsidiary of Buyer, terminating the previous Quotaholders Agreement. The closing is subject to certain customary conditions and is expected to occur remotely on March 30, 2026, or no later than April 28, 2026, should requisite approvals from the Parent Group Companies be delayed. The document includes standard forward-looking statements, cautioning investors about risks, uncertainties, and factors that could cause actual results to differ materially from expectations, as detailed in PENG's other SEC filings. No specific financial performance metrics such as revenue, net income, EPS, or forward-looking guidance for Q4 2025 were provided within this 8-K filing.

Key Highlights

• Penguin Solutions (PENG) is selling its remaining 19% stake in Zilia Technologies.
• The sale price for this minority interest is $46.08 million.
• This transaction completes PENG's full divestiture of Zilia, following an 81% sale in November 2023.
• The buyer is Lexar Europe B.V., part of the Shenzhen Longsys Electronics Co., Ltd. group.
• Closing is expected by March 30, 2026, or no later than April 28, 2026, subject to customary conditions and approvals.
• The Form 8-K does not contain Q4 2025 earnings results or financial guidance.

Financial Metrics

eps

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YoY: N/A

revenue

N/A N/A

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guidance

net income

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transaction value zilia 19 percent

46.08 million USD

Stock Performance (90 Days)

Data through May 15, 2026

Positive Signals

• Completion of a clear strategic divestiture, streamlining the company's portfolio.
• A specific and defined purchase price of $46.08 million for the stake.
• A clear expected timeline for the closing of the transaction (March 30, 2026).
• Identified and established buyer (Lexar Europe B.V.) and parent group companies.

Risks & Concerns

— The transaction is subject to customary closing conditions, which may not be met.
— Requisite approvals from the Parent Group Companies must be obtained, which could cause delays.
— General risks and uncertainties associated with forward-looking statements, as detailed in the company's SEC filings.