SMART Global Holdings, Inc. Ordinary Shares SEC Filings

Greif, Inc. (NYSE: GEF) has filed a Form 144 disclosing a proposed sale of 1,000 common shares, originally received as Performance Stock Units on 28 Feb 2020. The proposed sale, to be handled by Morgan Stanley Smith Barney LLC, is slated for approximately 8 July 2025 and is valued at $68,877.50. With roughly 26.13 million shares outstanding, the transaction represents an immaterial 0.004 % of total shares.

No additional sales were reported for the past three months, and the filer attests to having no undisclosed material information. The filing follows standard Rule 144 requirements and does not signal an immediate change to Greif’s capital structure or insider sentiment.

Given the small size relative to Greif’s market capitalization and daily trading volume, the transaction is unlikely to affect liquidity, pricing, or investor perception in a meaningful way.

Penguin Solutions, Inc. (formerly SMART Global Holdings, ticker SGH) has filed Post-Effective Amendment No. 1 to 16 existing Form S-8 registration statements following its June 30, 2025 redomiciliation from the Cayman Islands to Delaware. The court-sanctioned scheme of arrangement exchanged each Cayman ordinary share for one share of new Delaware common stock, making the Cayman entity a wholly-owned subsidiary and positioning Penguin Solutions, Inc. (Delaware) as the successor issuer.

The amendment, submitted under Securities Act Rule 414, adopts and continues all previously registered shares for the company’s three equity compensation plans—the Amended & Restated 2017 Stock Incentive Plan, 2018 Employee Stock Purchase Plan, and 2021 Inducement Plan—without registering additional securities. The filing re-indexes all incorporated reports, updates exhibit references (including new certificate of incorporation and bylaws), and affirms indemnification provisions consistent with Delaware General Corporation Law. Administrative undertakings and signature blocks have been updated to reflect the new U.S. domicile and executive team.

No financial statements or earnings data are included; the amendment is purely procedural, ensuring uninterrupted issuance of equity awards under the existing plans and aligning legal documentation with U.S. corporate governance standards.

Ur-Energy Inc. (NYSE American: URG; TSX: URE) filed an 8-K announcing the appointment of Matthew D. Gili as President effective June 30, 2025. Gili, 57, is a Professional Engineer with more than two decades of senior leadership in global mining, including CEO and COO roles at i-80 Gold, Nevada Copper and executive positions at Barrick and Rio Tinto.

The Company entered into an Employment Agreement that provides: (1) an annual base salary of US$430,000; (2) an initial grant of 175,000 stock options under the 2005 Stock Option Plan; (3) eligibility for all executive benefit plans; (4) standard non-solicitation and non-disclosure covenants; and (5) a severance provision equal to 2.5 years of base salary if terminated without cause or if Gili resigns for good reason. No family relationships or related-party transactions were disclosed, and the appointment resulted from no arrangements with third parties.

An executed copy of the Employment Agreement is filed as Exhibit 10.1, and customary XBRL cover data is provided as Exhibit 104.

• Strategic implication: Ur-Energy strengthens its executive bench with a leader experienced in scaling and operating large-scale mining assets—potentially valuable as the Company advances its uranium projects.
• Governance note: The 2.5-year severance multiple is above typical U.S. mid-cap norms and may attract shareholder scrutiny.

AeroVironment, Inc. (Nasdaq: AVAV) has filed a preliminary prospectus supplement (Form 424B5) for a public offering of $750 million of common stock, with a 30-day underwriters’ option for up to an additional $112.5 million. The company is simultaneously marketing a separate $600 million (up to $690 million) offering of Convertible Senior Notes due 2030. Neither transaction is contingent on the other.

Key transaction terms

• Common stock trades on Nasdaq under the symbol “AVAV”; last reported price on 27-Jun-2025 was $278.07.
• Pro-forma share count will rise to 48,511,437 immediately after the equity offering (from 45,814,275).
• Underwriters: J.P. Morgan Securities LLC and BofA Securities, Inc.; their banking affiliates are lenders under the company’s credit facilities and will receive a portion of the proceeds.

Use of proceeds

• $700.2 million to repay outstanding borrowings under the New Term Loan (matures 1-May-2027).
• $265.1 million to repay borrowings on the Revolving Credit Facility (matures 4-Oct-2029).
• Any remainder for general corporate purposes, including increased manufacturing capacity.

Strategic backdrop – BlueHalo merger

• AeroVironment closed the all-stock acquisition of BlueHalo on 1-May-2025, issuing 17,425,849 shares and drawing $925 million of debt to retire BlueHalo obligations and pay transaction costs.
• Lock-up agreements restrict resale of the BlueHalo shares until May-2026 (40%), Nov-2026 (30%) and May-2027 (30%).

Recent financial performance

• Quarter ended 30-Apr-2025 GAAP EPS: $0.59; Non-GAAP EPS: $1.61.
• FY-2025 GAAP EPS: $1.55; Non-GAAP EPS: $3.28.
• FY-2025 Adjusted EBITDA: $146.4 million, up from $127.8 million in FY-2024.
• Q4-2025 goodwill impairment charge: $18.4 million.

Capitalisation impact

• As-adjusted cash rises to $454.1 million; total debt falls from $955.0 million to $600.0 million if both offerings close and proceeds are applied as planned.
• Total shareholders’ equity would rise from $886.5 million to $4.23 billion (reflecting BlueHalo equity issuance and the new share sale).

Risk highlights

• Approximately 5–6 % dilution to existing shareholders from the equity issuance, with further dilution possible from note conversion.
• Successful integration of BlueHalo is critical; merger-related synergies and cost savings are not assured.
• If the note offering is unsuccessful, AeroVironment may retain higher leverage until alternative funds are secured.

Overall, the combined equity and convertible offerings are designed to deleverage the balance sheet after the transformational BlueHalo merger, provide funding for capacity expansion, and position the company for growth across autonomous systems, precision-strike and other defense technology markets.

Form 4 filing – Aon plc (AON)

Director Adriana Karaboutis reported two equity transactions dated 06/26/2025. She received 637 Class A ordinary shares under Aon’s annual non-employee director equity program (Transaction Code A). To cover withholding taxes, 152.876 shares were automatically sold back to the issuer at $353.55 per share (Transaction Code F). After these transactions, her direct beneficial ownership increased from approximately 1,531.846 shares to 2,015.97 shares, a net gain of about 484.124 shares (+31.6%). No derivative securities were involved, and all activity appears routine and programmatic under the company’s compensation policy.

Old Market Capital Corporation (NASDAQ: OMCC) has filed Form 10-K/A (Amendment No. 1) for the fiscal year ended 31 March 2025. The amendment is narrowly focused and does not revise previously issued financial statements. Instead, it corrects two clerical items on the original Form 10-K:

• Auditors’ Report date change: The opinion of Forvis Mazars, LLP is re-dated to 27 June 2025 (from 27 June 2024).
• Sarbanes-Oxley §404(b) checkbox: The “internal control over financial reporting” attestation box is now unchecked; the company was not subject to an auditor’s ICFR opinion.

The re-issued audit report remains unqualified, confirming that the consolidated financial statements for FY 2024 and FY 2025 are presented fairly in accordance with U.S. GAAP. The auditor again highlights one Critical Audit Matter: valuation of property, plant & equipment, trade name, and customer relationships acquired via the 15 June 2024 acquisition of Amplex Electric, Inc. Key assumptions scrutinised include projected cash flows, attrition rates, discount rates and royalty rates, for which internal valuation specialists were engaged.

Capitalisation snapshot: As of 23 June 2025 the company had 12.7 million shares issued, but 6.7 million are entitled to vote after subtracting treasury and subsidiary-held shares. Aggregate market value held by non-affiliates was $42.3 million based on 30 September 2024 NASDAQ pricing.

Aside from the technical corrections above, no quantitative operating or earnings data are provided in this amendment. Governance disclosures confirm the company is a non-accelerated filer, smaller reporting company, and not an emerging growth company. Management and board signatures were re-submitted as of 30 June 2025.

Penguin Solutions, Inc. (formerly a Cayman Islands company) has completed a court-sanctioned redomiciliation to Delaware and, as the successor issuer, has filed Post-Effective Amendment No. 1 to 16 previously effective Form S-8 registration statements.

The amendment, filed under Rule 414 of the Securities Act, formally adopts each legacy registration statement covering the company’s Amended & Restated 2017 Stock Incentive Plan, 2018 Employee Stock Purchase Plan, and 2021 Inducement Plan. All outstanding equity awards originally settled in Cayman ordinary shares will now settle in shares of Penguin Solutions Delaware common stock on a one-for-one basis. No new securities are being registered and no changes were made to aggregate share amounts, exercise prices, or vesting schedules disclosed in the original filings.

The document further:

• Confirms that Penguin Solutions Cayman is now a wholly-owned subsidiary of Penguin Solutions Delaware.
• Incorporates by reference the company’s most recent Annual Report (FY 2024), subsequent Quarterly Reports (Q1 & Q2 FY 2025), and several Current Reports through 30 June 2025.
• Sets out standard DGCL-based indemnification provisions for directors and officers, and lists the updated certificate of incorporation, bylaws, equity plans, and related legal opinions as exhibits.
• Identifies Penguin Solutions as a large accelerated filer and therefore ineligible for emerging-growth-company accommodations.

In effect, the filing is an administrative step ensuring uninterrupted effectiveness of employee equity plans after the corporate migration to the United States.

Processa Pharmaceuticals, Inc. (NASDAQ: PCSA) filed a Form 8-K dated 24 June 2025.

Item 1.01 – Material Agreement: The company executed Amendment No. 1 to its existing license agreement with Yuhan Corporation, effective 11 June 2025 and formally signed on 24 June. The amendment is connected to a 17 June 2025 term sheet with Intact Therapeutics, suggesting a coordinated expansion of collaborative development efforts. Specific financial terms, milestone obligations or royalty adjustments were not disclosed.

Item 5.07 – Submission of Matters to a Vote of Security Holders: The 30 June 2025 Annual Shareholder Meeting in Hanover, MD lacked a quorum and was adjourned without conducting business. The meeting will reconvene on 30 July 2025 at 1:00 p.m. EDT. The record date remains 1 May 2025; previously submitted proxies stay valid and proposals are unchanged.

Exhibits: 10.1 – Amendment No. 1 to the Yuhan License Agreement; 104 – Cover Page Inline XBRL data.

The filing signals ongoing partnering activity that could enhance the company’s pipeline while underscoring a temporary governance setback due to insufficient shareholder participation.