Penguin Solutions, Inc. filed an 8-K on November 4, 2026, disclosing that it entered into an Equity Purchase Agreement on November 3, 2026, to sell its Cree LED business, which comprises its Optimized LED segment, to Transom Crystal AcquireCo, LLC, an affiliate of Transom Capital Group, LLC, in an all-cash transaction.

Key Highlights

  • Transaction structure: Penguin Solutions agreed to sell its Optimized LED segment, described as the Cree LED business, to Transom Crystal AcquireCo, LLC through the sale of all outstanding equity of Cayman DRE Holdco, an indirect wholly owned subsidiary.
  • All-cash deal: According to the filing, the Buyer will acquire the Business in an all-cash transaction.
  • Expected closing: The Transaction is expected to close in the first calendar quarter of 2027, subject to customary closing conditions, as stated in the filing.
  • Board approval: The filing states the Transaction was approved by the Company's Board of Directors.
  • Executive departure: Joseph Clark, President of Optimized LED, will cease to serve as an executive officer of the Company effective upon the closing of the Transaction, and is expected to continue employment with the Business under the Buyer.
  • Financial outlook reaffirmed: The Company issued a press release on November 4, 2026, reaffirming its previously issued financial outlook for full-year fiscal 2027, as provided in its earnings release issued on October 6, 2026.

Penguin Solutions Discloses Sale of Optimized LED Segment to Transom Capital Affiliate

According to the filing, Penguin Solutions, Inc. (NASDAQ:PENG) and SMART Modular Technologies (DH), Inc., an exempted company incorporated in the Cayman Islands and an indirect wholly owned subsidiary of the Company (the "Cayman Seller"), entered into the Equity Purchase Agreement with Transom Crystal AcquireCo, LLC on November 3, 2026. The Buyer is described in the filing as a Delaware limited liability company and an affiliate of Transom Capital Group, LLC. Under the terms of the agreement, the Company agreed to sell its Cree LED business, which comprises its Optimized LED segment, through the Cayman Seller's sale of all outstanding equity of Cayman DRE Holdco.

The filing states that the Purchase Agreement contains customary termination rights, and the Transaction is expected to close in the first calendar quarter of 2027, subject to the satisfaction of customary closing conditions. No purchase price was disclosed in the filing. In connection with the Transaction, the filing notes under Item 5.02 that Joseph Clark, President of Optimized LED, will cease to serve as an executive officer of the Company effective upon closing. The filing states that Mr. Clark is employed by the Business and is expected to continue his employment with the Business following the closing of the Transaction.

Separately, the Company disclosed under Item 7.01 that it issued a press release on November 4, 2026, reaffirming its previously issued financial outlook for full-year fiscal 2027, as provided in its earnings release issued on October 6, 2026. The filing notes that the press release furnished as Exhibit 99.1 is not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934. The filing also contains forward-looking statements, which the Company identifies as subject to risks and uncertainties, including the risk that the Transaction may not be completed in a timely manner or at all.

What Was Disclosed

Penguin Solutions filed an 8-K disclosing the November 3, 2026 entry into an Equity Purchase Agreement to sell its Cree LED business to an affiliate of Transom Capital Group in an all-cash transaction, with closing expected in the first calendar quarter of 2027, and noting the planned departure of executive Joseph Clark upon closing.