Penguin Solutions (NASDAQ: PENG) exits Brazil memory unit with $46.08M sale
Rhea-AI Filing Summary
Penguin Solutions, Inc. has completed the divestiture of its remaining stake in its Brazil memory module business. On March 30, 2026, its wholly owned indirect subsidiary SMART Modular Technologies (LX) S.à r.l. sold its final 19% interest in Zilia Technologies for $46.08 million to Lexar Europe B.V. under a previously signed Stock Transfer Agreement.
After this transaction, the seller no longer holds any interest in Zilia Technologies, which assembles and tests commodity memory modules for electronics manufacturers serving Brazilian consumers. Buyer had already acquired the other 81% interest in November 2023, so Zilia Technologies is now wholly owned by the buyer.
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Insights
Penguin exits Brazil memory unit, crystallizing $46.08M.
Penguin Solutions has fully exited its Brazilian memory module operation by selling the remaining 19% stake in Zilia Technologies to Lexar Europe B.V. for $46.08 million. This follows an earlier sale of 81% in November 2023, completing a staged divestiture.
The business being sold assembles and tests commodity memory modules for Brazilian electronics manufacturers. This move shifts Penguin’s exposure away from that local, standards-based memory market and aligns with its positioning as an AI factory platform with broader memory and LED offerings.
The transaction brings in cash proceeds at the subsidiary level, but the excerpt does not detail how funds will be deployed or the relative size versus Penguin’s overall operations. Future company filings may clarify the financial impact of the divestiture and any redeployment of capital within its AI and high-performance solutions portfolio.
8-K Event Classification
Key Figures
Key Terms
Stock Transfer Agreement regulatory
Regulation FD Disclosure regulatory
Quotaholders Agreement legal
quotas financial
Emerging growth company regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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:
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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. ☐
Item 7.01 Regulation FD Disclosure.
On April 1, 2026, Penguin Solutions, Inc. (the “Company”) issued a press release announcing the completion of the Transaction (as defined below in Item 8.01), a copy of which is attached as Exhibit 99.1 and is incorporated herein by reference.
The information furnished pursuant to Item 7.01 of this Form 8-K, including the information contained in Exhibit 99.1 of this Form 8-K, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 8.01 Other Events.
On March 30, 2026, SMART Modular Technologies (LX) S.à r.l. (“Seller”), a société à responsabilité limitée governed by the laws of the Grand Duchy of Luxembourg and a wholly owned indirect subsidiary of the Company, closed the transaction contemplated by that certain Stock Transfer Agreement (the “Stock Transfer Agreement”), entered into on December 29, 2025, by and among Seller, Lexar Europe B.V., a company organized under the laws of the Netherlands (“Buyer”), Zilia Technologies Indústria e Comércio de Componentes Eletrônicos Ltda., a sociedade limitada governed by the laws of Brazil (“Zilia Technologies”), Shenzhen Longsys Electronics Co., Ltd., a company limited by shares governed by the laws of the People’s Republic of China and, as of the date hereof, listed on the Shenzhen Stock Exchange (Stock Code: 301308) (“Parent”), and Shanghai Intelligent Memory Semiconductor Co., Ltd. (上海慧忆半导体有限公司), a limited liability company governed by the laws of the People’s Republic of China. Pursuant to the Stock Transfer Agreement, Seller sold to Buyer Seller’s remaining nineteen percent (19%) interest in the issued and outstanding quotas of Zilia Technologies for a purchase price of $46.08 million (the “Transaction”). As of the closing of the Transaction, Seller no longer holds any quotas of Zilia Technologies and Zilia Technologies is now a wholly-owned subsidiary of Buyer, and the Quotaholders Agreement of Zilia Technologies, dated November 29, 2023, entered into by and among Zilia Technologies, Seller, Buyer and Parent, was terminated.
Buyer previously purchased eighty-one percent (81%) of Seller’s interest in the issued and outstanding quotas of Zilia Technologies pursuant to a stock purchase agreement in November 2023.
The foregoing description of the material terms of the Stock Transfer Agreement is qualified in its entirety by reference to the full text of the Stock Transfer Agreement, a copy of which was filed with the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended November 28, 2025.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description | |
| 10.1#* | Stock Transfer Agreement, dated as of December 29, 2025, by and among SMART Modular Technologies (LX) S.à. r.l., Lexar Europe B.V., Zilia Technologies Indústria e Comércio de Componentes Eletrônicos Ltda., Shenzhen Longsys Electronics Co., Ltd., and Shanghai Intelligent Memory Semiconductor Co., Ltd. | |
| 99.1 | Press release titled “Penguin Solutions Divests Remaining Interest in Brazil Memory Module Business” issued by Penguin Solutions, Inc. on April 1, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| * | Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended November 28, 2025 filed on January 6, 2026. |
| # | Certain schedules and exhibits have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted attachment to the SEC on a confidential basis upon request. |
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: April 1, 2026 | Penguin Solutions, Inc. | |||||
| By: | /s/ Anne Kuykendall | |||||
| Anne Kuykendall | ||||||
| Senior Vice President and Chief Legal Officer | ||||||
Exhibit 99.1
PENGUIN SOLUTIONS DIVESTS REMAINING INTEREST IN BRAZIL MEMORY
MODULE BUSINESS
FREMONT, Calif. – April 1, 2026 – Penguin Solutions, Inc. (“Penguin Solutions” or the “Company”) (NASDAQ: PENG) today announced that SMART Modular Technologies (LX) S.à r.l. (“Seller”), a wholly owned indirect subsidiary of the Company, closed the transaction contemplated by that certain Stock Transfer Agreement (the “Stock Transfer Agreement”) entered into on December 29, 2025, by and among Seller, Lexar Europe B.V. (“Buyer”), Zilia Technologies Indústria e Comércio de Componentes Eletrônicos Ltda. (“Zilia Technologies”) (formerly SMART Modular Technologies do Brasil – Indústria e Comércio de Componentes Ltda.), Shenzhen Longsys Electronics Co., Ltd., and Shanghai Intelligent Memory Semiconductor Co., Ltd. (上海慧忆半导体有限公司).
On March 30, 2026, pursuant to the Stock Transfer Agreement, Seller sold to Buyer Seller’s remaining 19% interest in Zilia Technologies for a purchase price of $46.08 million (the “Transaction”). As of the closing of the Transaction, Seller no longer holds any interest in Zilia Technologies.
The Buyer previously purchased eighty-one percent (81%) of Seller’s interest in the issued and outstanding quotas of Zilia Technologies pursuant to a stock purchase agreement in November 2023.
Zilia Technologies assembles and tests standards-based, commodity memory modules for electronics manufacturers that sell devices to Brazilian consumers.
About Penguin Solutions
The most transformative technological advancements are often the hardest to deploy and optimize. Penguin Solutions, an AI factory platform company, has the innovative technologies, skills, experience, and partnerships needed to turn your AI ambitions into reality.
In addition to our AI capabilities, Penguin Solutions offers memory and LED solutions serving a wide range of high-performance and specialized applications.
For more information, visit www.penguinsolutions.com.
Investor Contact
Suzanne Schmidt
Investor Relations
(510) 360-8596
ir@penguinsolutions.com
PR Contact
Maureen O’Leary
Penguin Solutions Corporate Communications
(602) 330-6846
pr@penguinsolutions.com
FAQ
What transaction did Penguin Solutions (PENG) announce regarding its Brazil memory business?
How much did Penguin Solutions receive for its remaining Zilia Technologies stake?
Who bought Penguin Solutions’ remaining interest in Zilia Technologies?
What does Zilia Technologies do within Penguin Solutions’ former portfolio?
What agreement governed Penguin Solutions’ sale of its remaining Zilia Technologies stake?
Does Penguin Solutions still own any interest in Zilia Technologies after this transaction?
Filing Exhibits & Attachments
4 documents