Penguin Solutions' SMART Modular To Sell Remaining 19% Stake In Zilia To Lexar Europe For $46.08M; Zilia To Become Wholly-Owned Subsidiary Of Buyer

On December 29, 2025, 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 Penguin Solutions, Inc. (the "Company"), entered into that certain Stock Transfer Agreement (the "Stock Transfer Agreement"), 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"), 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 ("Parent Funding Entity", together with Buyer and Parent, the "Parent Group Companies" and each a "Parent Group Company"). Pursuant to the Stock Transfer Agreement, Seller will sell to Buyer Seller's nineteen percent (19%) interest in the issued and outstanding quotas of Zilia for a purchase price of $46.08 million (the "Transaction"). Upon the closing of the Transaction (the "Closing"), Seller will no longer hold any quotas of Zilia and Zilia will be a wholly-owned subsidiary of Buyer, and the Quotaholders Agreement of Zilia, dated November 29, 2023, entered into by and among Zilia, Seller, Buyer and Parent, will terminate.

The Closing is subject to certain customary closing conditions and is expected to take place remotely at 4:00 p.m. Pacific Time on March 30, 2026, or at such earlier date and time the Seller and Buyer mutually agree upon. Notwithstanding the foregoing, if any applicable Parent Group Company has not obtained any of the applicable requisite approvals by March 30, 2026, the Closing shall instead take place no later than April 28, 2026.

The Buyer previously purchased eighty-one percent (81%) of Seller's interest in the issued and outstanding quotas of Zilia pursuant to a stock purchase agreement in November 2023.