Every material Form 8-K Penguin Solutions has filed with the SEC since April 02, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Penguin Solutions agreed on November 3, 2026, to sell its Cree LED business, which makes up its Optimized LED segment, to an affiliate of Transom Capital Group in an all-cash deal, with closing expected in the first calendar quarter of 2027. The company said the sale will let it concentrate on data center AI infrastructure and memory, and it reaffirmed its fiscal 2027 outlook, which includes a full year of Cree LED results.
Cree LED is expected to represent approximately 10% of the company's total projected fiscal 2027 net sales.
The filing does not disclose the purchase price.
The company reaffirmed its fiscal 2027 outlook from its October 6, 2026, earnings release and expects to update it after the sale closes.
Joseph Clark, President of Optimized LED, will cease to be an executive officer at closing but is expected to continue working for the business.
Penguin Solutions appointed Stephen Cumming as Senior Vice President and Chief Financial Officer, effective October 6, 2026. He replaces Aaron Johnson, who had been interim CFO since July 9, 2026 and returns to his prior role as Vice President, Finance and Accounting. The filing also discloses Cumming's pay package, including a $700,000 retention bonus and equity grants totaling $4.3 million in target value, which matter to shareholders as a cost and as a sign of who leads the company's finances.
Stephen Cumming, formerly CFO of Edgio, Inc. (2022 to 2025), starts as SVP and CFO on October 6, 2026, succeeding interim CFO Aaron Johnson.
Base salary of $550,000, with an annual bonus targeted at 90% of base salary, prorated for fiscal 2027.
$700,000 retention bonus payable in two equal installments within 45 and 85 days of his start date.
Equity grants of $1,750,000 in time-based RSUs and $2,550,000 in relative TSR-based PSUs (0% to 200% of target).
Penguin Solutions reported fourth-quarter fiscal 2026 net sales of $567 million, up 68% year over year, and GAAP diluted EPS of $1.29 versus $0.11 a year earlier. The company raised its fiscal 2027 outlook, now expecting net sales of about $2.43 billion at the midpoint, growth of about 40%, which it attributes to AI Infrastructure demand.
Q4 fiscal 2026: net sales $567 million, up 68%; GAAP diluted EPS $1.29 vs. $0.11; non-GAAP diluted EPS $1.00 vs. $0.43
Full fiscal 2026: net sales $1.73 billion, up 26%; net income attributable to Penguin Solutions $181 million
Fiscal 2027 outlook: net sales about $2.43 billion at midpoint (about 40% growth); GAAP diluted EPS $3.50; non-GAAP diluted EPS $4.45
Penguin Solutions issued $750.0 million of 0.00% convertible senior notes due August 1, 2031, including a $100.0 million option that the initial purchasers exercised in full. The company is using the estimated $735.1 million in net proceeds to repurchase $295.5 million of existing 2029 and 2030 convertible notes, pay $49.1 million for capped call transactions, and repay $100.0 million under a credit agreement. The new notes are convertible at an initial price of about $116.70 per share, and the capped calls are intended to reduce potential dilution.
$750.0 million principal, 0.00% interest rate, maturing August 1, 2031; initial conversion price of about $116.70 per share
Estimated net proceeds of $735.1 million, including about $136.7 million to repurchase $135.5 million of 2029 notes and about $161.4 million to repurchase $160.0 million of 2030 notes
Capped call cost of about $49.1 million with an initial cap price of $175.05 per share; $100.0 million used to repay the credit agreement
Penguin Solutions reported third-quarter fiscal 2026 net sales of $478.7 million, up 48% from a year earlier, and GAAP diluted earnings of $0.68 per share compared with a loss of $0.01 per share. The company raised its full-year fiscal 2026 outlook for both net sales and earnings per share, citing AI-driven demand, which is a positive sign for shareholders on the company's headline measures.
Q3 fiscal 2026 net sales were $478.7 million, up from $324.3 million in the year-ago quarter; Integrated Memory sales were $275.1 million.
GAAP diluted EPS was $0.68 versus $(0.01) a year earlier; non-GAAP diluted EPS was $0.84 versus $0.47.
Full-year fiscal 2026 net sales growth outlook is now 22% plus or minus 2%, up from 12% plus or minus 5%; non-GAAP EPS outlook is now $2.60 plus or minus $0.05, up from $2.15 plus or minus $0.15.
Management will discuss results on a conference call and webcast today, July 7, 2026, at 1:30 p.m. Pacific Time.
Penguin Solutions said Chief Financial Officer Nate Olmstead will resign effective July 8, 2026, to pursue an opportunity in a different industry, and that the departure is not related to any disagreement with the company. Vice President of Finance and Accounting Aaron Johnson will serve as interim CFO from July 9, 2026, while the company searches for a permanent CFO. The company also reaffirmed its fiscal 2026 outlook and expects net sales and diluted EPS at the high end of its outlook ranges, which matters to shareholders because it signals the company still expects strong results despite the finance leadership change.
Nate Olmstead resigns as Senior Vice President and CFO effective July 8, 2026, and will receive no severance benefits
Aaron Johnson, 47, named interim CFO and principal financial and accounting officer effective July 9, 2026
Company reaffirmed fiscal 2026 outlook and expects net sales and diluted EPS at the high end of outlook ranges
Company will report third-quarter fiscal 2026 results on July 7, 2026, and has begun a search for a permanent CFO
Penguin Solutions expanded its board to eight members and appointed David Heard, President of Network Infrastructure at Nokia, as a director effective May 18, 2026. Heard also joins the Compensation Committee, and the filing says the Board considers him independent under Nasdaq rules.
Heard is a Class I director with a term expiring at the 2029 annual meeting of stockholders.
He receives an initial grant of 4,485 restricted stock units, with 2,562 vesting on the first anniversary of the grant date and the remainder on January 31, 2028.
Heard was Chief Executive Officer of Infinera Corporation from November 2020 to February 2025 and has served as President of Network Infrastructure at Nokia since June 2025.
The filing does not report any financial results, guidance or deal terms.
Penguin Solutions reported fiscal second-quarter 2026 net sales of $343 million, down 6% from a year earlier, and raised its full-year fiscal 2026 net sales and non-GAAP EPS outlook. GAAP diluted EPS rose to $0.58 from $0.09, helped by a $27.0 million gain on disposition of an equity investment, while non-GAAP diluted EPS was flat at $0.52.
Net sales were $343.0 million versus $365.5 million a year earlier; Integrated Memory rose to $171.6 million from $105.3 million, while Advanced Computing fell to $115.7 million from $200.2 million.
GAAP diluted EPS was $0.58 versus $0.09; non-GAAP diluted EPS was $0.52, the same as the year-ago quarter.
Fiscal 2026 net sales growth outlook was raised to 12% year over year (±5%) from 6% (±10%); non-GAAP EPS outlook was raised to $2.15 (±$0.15) from $2.00 (±$0.25).
GAAP gross margin fell 130 basis points to 27.3%, while non-GAAP gross margin rose 40 basis points to 31.2%.
Penguin Solutions said CEO Mark Adams retired and resigned from the Board effective February 1, 2026, and that Kash Shaikh, former CEO of Securonix, became President and CEO and a Class III director effective February 2, 2026. The filing discloses Shaikh's offer letter with a $890,000 base salary, a $2,000,000 sign-on bonus, and equity grants, and a nine-month consulting agreement for Adams at $24,722 per month. The filing does not report financial results, so its effect on shareholders depends on how the new CEO's strategy plays out.
Mark Adams resigned as President, CEO and director effective February 1, 2026; the resignation was not due to any disagreement with the Company
Kash Shaikh becomes President and CEO and a Class III director effective February 2, 2026
Shaikh's offer letter: $890,000 base salary, bonus target of 125% of salary, and a $2,000,000 sign-on bonus
Shaikh's equity grants include 238,188 initial time-based RSUs and 238,188 stock price appreciation PSUs; Adams receives $24,722 per month in consulting fees for nine months
Penguin Solutions reported first-quarter fiscal 2026 net sales of $343 million, up 1% from a year earlier, while GAAP diluted EPS fell to $0.04 from $0.10 and non-GAAP diluted EPS was flat at $0.49. The company also agreed to sell its remaining 19% interest in Zilia Technologies for $46.08 million, and it left its non-GAAP fiscal 2026 EPS outlook at $2.00 while lowering the GAAP EPS midpoint to $0.85 from $0.89.
Net sales were $343 million, up 1% from $341 million a year earlier; GAAP gross margin was 28.0%, down 70 basis points
GAAP diluted EPS was $0.04 versus $0.10 a year earlier; non-GAAP diluted EPS was $0.49, the same as a year earlier
Fiscal 2026 non-GAAP diluted EPS outlook held at $2.00 +/- $0.25; GAAP diluted EPS outlook lowered to $0.85 +/- $0.25 from $0.89
Agreement to sell remaining 19% interest in Zilia Technologies for $46.08 million, with closing expected on or about March 30, 2026 and no later than April 28, 2026
Penguin Solutions' indirect subsidiary SMART Modular Technologies (LX) agreed on December 29, 2025 to sell its 19% interest in Zilia Technologies to Lexar Europe B.V. for $46.08 million. Closing is expected on March 30, 2026, or by April 28, 2026 if certain Parent Group Company approvals are not obtained by March 30, 2026. The filing does not state a financial effect on Penguin Solutions' results, but it ends the company's remaining stake in Zilia.
Purchase price: $46.08 million for Seller's 19% interest in Zilia
Buyer Lexar Europe B.V. previously bought the other 81% of Seller's Zilia interest in November 2023
Expected closing: 4:00 p.m. Pacific Time on March 30, 2026; latest date April 28, 2026 if approvals are delayed
Closing is subject to customary closing conditions; the full agreement will be filed with the Form 10-Q for the quarter ended November 28, 2025
Penguin Solutions reported fourth-quarter and full-year fiscal 2025 results on October 7, 2025. Q4 net sales rose 9% to $338 million and GAAP diluted EPS was $0.11, against a loss of $(0.46) a year earlier; full-year net sales rose 17% to $1.37 billion. The company also approved a $75 million stock repurchase authorization and gave a fiscal 2026 outlook, but the filing says the buyback does not obligate it to buy any shares.
Q4 fiscal 2025 net sales of $338 million, up 9% from $311 million; GAAP diluted EPS of $0.11 versus $(0.46) a year earlier
Fiscal 2025 net sales of $1.37 billion, up from $1.17 billion; GAAP diluted EPS of $0.28 versus $(0.85) in fiscal 2024
Audit Committee approved a $75 million stock repurchase authorization on October 6, 2025, with no expiration date; total authorizations over four years are $225 million
Fiscal 2026 outlook: GAAP diluted EPS of $0.89 +/- $0.25 and non-GAAP diluted EPS of $2.00 +/- $0.25
Penguin Solutions said Pete Manca stopped serving as SVP and President of Advanced Computing on July 28, 2025, and that the role has been eliminated in a revised organizational structure. The company also named Tony Frey as SVP and Chief Revenue Officer, effective August 25, 2025, and Ted Gillick as SVP of Strategy and Corporate Development, effective August 4, 2025, which the company says is intended to accelerate growth and support go-to-market strategies.
Tony Frey becomes SVP and Chief Revenue Officer on August 25, 2025, overseeing global sales for the Advanced Computing and Integrated Memory segments
Ted Gillick becomes SVP of Strategy and Corporate Development on August 4, 2025; he previously led global M&A as SVP of Corporate Development at Dell Technologies
Pete Manca ceased serving as SVP and President, Advanced Computing on July 28, 2025; the filing says his separation benefits are described in the December 20, 2024 proxy statement
Penguin Solutions reported third-quarter fiscal 2025 net sales of $324 million, up 7.9% from a year earlier, while GAAP diluted EPS swung to a loss of $(0.01) from $0.10. The company raised the midpoint of its full-year fiscal 2025 GAAP and non-GAAP diluted EPS outlook, but the GAAP result and lower gross margins show the quarter's profit was weaker than its sales growth.
Net sales $324 million, up 7.9% year over year; GAAP gross margin 29.3%, down 30 basis points
GAAP diluted EPS $(0.01) vs. $0.10 a year earlier; non-GAAP diluted EPS $0.47 vs. $0.37
Fiscal 2025 non-GAAP diluted EPS outlook midpoint raised to $1.80 from $1.60; GAAP midpoint raised to $0.04 from $(0.02)
Redomiciliation to Delaware completed June 30, 2025, making Penguin Solutions, Inc. (Delaware) the public parent
Penguin Solutions entered a $400 million revolving credit facility maturing June 24, 2030, and used $100 million of borrowings plus $200 million of cash to repay in full its existing $300 million term loan and $250 million revolver, both due 2027. The company says this reduces its funded debt by $200 million and extends its debt maturity, but the new facility carries financial covenants and secured liens that restrict certain actions.
Credit agreement dated June 24, 2025 with JPMorgan Chase Bank, N.A. as administrative agent; facility matures June 24, 2030
Company borrowed $100 million and used $200 million of cash on hand to repay $300 million of existing borrowings
Initial interest rate is Term SOFR plus 2.50% (Level 6 margin), with a financial covenant maximum Total Leverage Ratio of 4.50 to 1.00
Press release issued June 26, 2025, quoting CFO Nate Olmstead on reduced leverage and lower debt service costs
Penguin Solutions reported second-quarter fiscal 2025 net sales of $366 million, up 28.3% from a year earlier, with GAAP diluted earnings of $0.09 per share compared with a loss of $(0.26) a year ago. The company raised the midpoint of its full-year revenue outlook to 17% year-over-year growth, plus or minus 3%, from 15% plus or minus 5%, and said Chief Operating Officer Jack Pacheco will retire on December 31, 2025.
Net sales $366 million, up 28.3% versus the year-ago quarter; GAAP gross margin 28.6%, down 20 basis points
GAAP diluted EPS $0.09 versus $(0.26) a year ago; non-GAAP diluted EPS $0.52 versus $0.27
Full-year fiscal 2025 net sales growth outlook raised to 17% year-over-year, plus or minus 3%, from 15% plus or minus 5%
Jack Pacheco, EVP, COO and President of Integrated Memory, to retire December 31, 2025; succession planning has begun
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