[Form 4] SMART Global Holdings, Inc. Ordinary Shares Insider Trading Activity

Rhea-AI Filing Summary

On 30 Jun 2025 HeartCore Enterprises (Nasdaq: HTCR) obtained written consent from holders of 59.55% of its voting power to approve two material actions without a meeting:

• Financing approvals (Nasdaq Rules 5635(b)&(d)) – The company may issue ≥20% of its common stock through a two-part deal with Crom Structured Opportunities Fund I, LP. (1) It sold 2,000 Series A Convertible Preferred shares for $2 m and issued 750,000 commitment shares. The preferred pays 10% annual dividends and converts at 90% of the average of the two lowest VWAPs in the prior five trading days, subject to a 4.99% ownership cap and an aggregate 19.99% Exchange Cap until stockholder approval becomes effective. (2) An Equity Purchase Agreement (ELOC) lets Crom buy up to $25 m of common stock in periodic “advances” (minimum $25k, maximum $500k or 50% of recent trading value) through 30 Jun 2027; HeartCore will issue an additional $250k of commitment shares. Both agreements could constitute a Nasdaq change-of-control.
• Reverse stock split – The board may effect a split between 1-for-2 and 1-for-30, with fractional shares rounded up, to increase the share price and protect listing status.

The information statement will be mailed in July 2025; actions may not take effect until 20 days thereafter and can be abandoned by the board at its discretion.

Positive

• Access to up to $25 m in equity capital via ELOC enhances funding flexibility through 2027.
• Immediate $2 m cash infusion from Series A preferred strengthens liquidity.
• Reverse split authority aims to preserve Nasdaq listing and broaden institutional interest.
• 4.99% ownership cap limits any single investor’s voting power, reducing change-of-control risk during issuance phase.

Negative

• Potentially massive dilution well above 20% once Exchange Cap lifted, pressuring EPS and share price.
• Conversion at 90% of low VWAP plus 10% dividend creates continuous discount selling pressure.
• Reverse split risk of reduced liquidity and post-split price declines.
• Governance concerns from approving transactions without minority shareholder vote.

Insights

Financial Analyst

TL;DR: Dilutive financing adds up to $27 m liquidity but at steep discount; reverse split targets Nasdaq compliance.

The SPA/ELOC package provides immediate $2 m cash and access to another $25 m on flexible terms, strengthening HeartCore’s balance sheet. However, the 10% dividend, 90%-of-VWAP conversion, and commitment shares make the cost of capital high and heavily dilutive once the 19.99% cap is lifted. The 4.99% beneficial-ownership limit mitigates single-holder control but not aggregate dilution. A wide 1:2–1:30 reverse split range signals management’s need to regain the $1 bid price, yet splits often pressure share prices post-implementation. Overall impact is capital-positive but valuation-negative; I classify it as neutral.

Corporate Governance Expert

TL;DR: Majority insiders pushed through highly dilutive measures without minority vote, raising governance concerns.

CEO Yamamoto and Director Sadasivam control 59.55% of votes and used Section 228 written consent to bypass a shareholder meeting. While legal, this eliminates minority input on a transaction that could shift control to an outside fund and massively expand share count. The reverse split further concentrates decision power in the board’s hands. Such actions can erode investor confidence and raise proxy-advisory red flags. Governance impact: negative.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Pacheco Jack A

(Last) (First) (Middle)

C/O PENGUIN SOLUTIONS, INC.

1390 MCCARTHY BOULEVARD

(Street)

MILPITAS CA 95035

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Penguin Solutions, Inc. [ PENG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, COO, Pres, Integrated Mem

3. Date of Earliest Transaction (Month/Day/Year)
07/20/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/20/2025		F(1)		2,158	D	$24.43	227,231	D
Common Stock	07/21/2025		M		3,447	A	$9.195	230,678	D
Common Stock	07/21/2025		S(2)		3,447	D	$24.8356(3)	227,231	D
Common Stock	07/21/2025		M		60,000	A	$10.775	287,231	D
Common Stock	07/21/2025		S(2)		60,000	D	$24.8332(4)	227,231	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	$9.195	07/21/2025		M			3,447	(5)	03/12/2030	Common Stock	3,447	$0	0	D
Employee Stock Option (right to buy)	$10.775	07/21/2025		M			60,000	(5)	01/22/2029	Common Stock	60,000	$0	0	D

Explanation of Responses:

1. Reflects shares surrendered to the Issuer to satisfy tax withholding obligations in connection with vesting of restricted stock units. No shares were sold.

2. This transaction was effected pursuant to a previously established Rule 10b5-1 Plan adopted by the reporting person on April 21, 2025.

3. This transaction was executed in multiple trades at prices ranging from $24.33 to $25.14. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.

4. This transaction was executed in multiple trades at prices ranging from $24.25 to $25.13. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.

5. This option is fully vested and exercisable.

Remarks:

	/s/ Anne Kuykendall as attorney-in-fact for Jack A. Pacheco	07/22/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How much new capital can HeartCore Enterprises (HTCR) raise under the Equity Purchase Agreement?

The investor may buy up to $25 million of common stock in periodic advances through 30 June 2027.

What are the key terms of the Series A Convertible Preferred Stock?

HeartCore issued 2,000 shares for $2 m, paying 10% annual dividends and convertible at 90% of the two-lowest 5-day VWAPs, subject to a 4.99% ownership cap.

What reverse stock split ratio did HTCR approve?

The board may implement a split between 1-for-2 and 1-for-30; the exact ratio is at its discretion.

Why was shareholder approval needed under Nasdaq Rules 5635(b) and 5635(d)?

Because the financing could issue ≥20 % of outstanding shares and may trigger a change of control.

When will the approved actions become effective?

Not earlier than 20 days after the information statement is mailed in July 2025; the board may still abandon them.