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Penguin Solutions Announces CRO, Strategy Head; Advanced Computing Chief Exits

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

PENGUIN SOLUTIONS, INC. (Nasdaq: PENG, f/k/a SMART Global Holdings – SGH) filed an 8-K dated 28 Jul 2025 announcing several leadership changes.

  • Item 5.02: Pete Manca has ceased serving as SVP & President, Advanced Computing. Separation benefits are governed by his amended offer letter referenced in the 20 Dec 2024 proxy.
  • Item 7.01: A press release (Ex. 99.1) discloses two incoming executives: Tony Frey joins as SVP & Chief Revenue Officer effective 25 Aug 2025, and Ted Gillick becomes SVP, Strategy & Corporate Development effective 4 Aug 2025. The release is furnished, not filed, and therefore is not subject to Exchange Act §18 liability.

No financial results, guidance, or transaction details are included. The filing is limited to governance updates and does not revise prior financial statements.

Positive

  • Addition of Chief Revenue Officer (effective 25 Aug 2025) may enhance sales execution and top-line growth.
  • Creation of SVP, Strategy & Corporate Development role signals intent to pursue disciplined expansion and M&A.

Negative

  • Departure of Senior VP & President, Advanced Computing removes leadership from a key business unit, posing execution risk until a successor is named.

Insights

TL;DR: Neutral leadership shuffle; one senior exit offset by two strategic hires.

The departure of Pete Manca removes an experienced head of Advanced Computing, a core growth segment. However, simultaneously installing a CRO and a Strategy & Corp-Dev head should strengthen go-to-market execution and M&A planning. Because no compensation terms, succession rationale, or strategic roadmap were disclosed, material impact on operations and valuation is currently indeterminate. Investors should monitor Q4 commentary for any revenue dislocation in Advanced Computing and assess the new CRO’s ability to accelerate sales.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 28, 2025

 

 

 

LOGO

PENGUIN SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

 

 

Commission File Number 001-38102

 

Delaware   36-5142687

(State or Other Jurisdiction

of Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

 

1390 McCarthy Boulevard  
Milpitas, CA   95035
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code: (510) 623-1231

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

 

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:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common stock, $0.03 par value per share   PENG   Nasdaq Global Select Market

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 28, 2025, Pete Manca ceased serving as Senior Vice President and President, Advanced Computing of Penguin Solutions, Inc. (the “Company”). For a description of Mr. Manca’s separation benefits under his amended and restated employment offer letter with the Company, see the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on December 20, 2024.

Item 7.01 Regulation FD Disclosure.

A copy of the Company’s press release announcing the appointments of Tony Frey as Senior Vice President and Chief Revenue Officer of the Company, effective August 25, 2025, and Ted Gillick as Senior Vice President of Strategy and Corporate Development, effective August 4, 2025, is attached hereto as Exhibit 99.1 and is incorporated 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 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit
No.
  

Description

99.1    Press release titled “Penguin Solutions Announces Leadership Changes,” dated July 29, 2025
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

2


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: July 29, 2025   Penguin Solutions, Inc.
    By:  

/s/ Anne Kuykendall

      Anne Kuykendall
      Senior Vice President and Chief Legal Officer

 

3

FAQ

What executive left Penguin Solutions (SGH)?

Pete Manca ceased serving as SVP & President, Advanced Computing on 28 Jul 2025.

Who is the new Chief Revenue Officer at SGH?

Tony Frey will become SVP & CRO effective 25 Aug 2025.

When will Ted Gillick join Penguin Solutions?

He starts as SVP, Strategy & Corporate Development on 4 Aug 2025.

Does the 8-K include financial results or guidance?

No; the filing only covers leadership changes and contains no financial metrics.

Is the related press release considered filed or furnished?

Exhibit 99.1 is furnished under Item 7.01 and is not subject to Exchange Act §18 liability.
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