Every material Form 8-K Penguin Solutions filed with the SEC in 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' 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
Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.
Only material 8-Ks get a brief: results, deals, executive changes, restructuring, impairments, delisting notices, restatements, cybersecurity incidents and other disclosed events. Routine filings (vote results, exhibits only) are skipped. Every Penguin Solutions filing is on SEC EDGAR ↗. 8-K briefs of other companies →