Penguin Solutions, Inc. 8-K

What Happened

• On December 29, 2025, SMART Modular Technologies (LX) S.à r.l., a wholly owned indirect subsidiary of Penguin Solutions, entered into a Stock Transfer Agreement to sell its 19% interest in Zilia Technologies Indústria e Comércio de Componentes Eletrônicos Ltda. to Lexar Europe B.V. for $46.08 million.
• Upon closing, Seller will hold no quotas in Zilia and the existing Quotaholders Agreement (dated November 29, 2023) among Zilia, Seller, Buyer and Parent will terminate. The Closing is expected remotely at 4:00 p.m. PT on March 30, 2026, or no later than April 28, 2026 if certain approvals are delayed.

Key Details

• Purchase price: $46.08 million for Seller’s 19% interest in Zilia.
• Expected closing: March 30, 2026 (or by April 28, 2026 if requisite approvals from Parent Group Companies are not obtained).
• Buyer: Lexar Europe B.V.; Seller previously sold 81% of the same interest in November 2023, so this completes Buyer’s acquisition of Zilia.
• The full Stock Transfer Agreement will be filed with Penguin’s Form 10-Q for the quarter ended November 28, 2025.

Why It Matters

• The transaction eliminates Penguin’s indirect ownership in Zilia, finalizing Lexar Europe’s acquisition of Zilia and terminating the prior quotaholders’ arrangement.
• The $46.08M payment and removal of the Zilia interest may affect Penguin’s asset holdings and consolidated results; closing is subject to customary conditions and regulatory/approval timing.
• The filing includes forward-looking statements about the timing and completion of the transaction; investors should review Penguin’s 10-Q/10-K filings for risk factors and further details.