Item 2.02 Results of Operations and Financial Condition.

On January 4, 2022, SMART Global Holdings, Inc. (the "Company") issued a press release and will hold a conference call announcing its financial results for the first quarter of fiscal 2022. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The Company refers to non-GAAP financial information in both the press release and on the conference call. A reconciliation of these non-GAAP financial measures to the comparable GAAP financial measures is contained in the attached press release.

This information is intended to be furnished under Item 2.02 of Form 8-K, "Results of Operations and Financial Condition," and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.




Item 8.01 Other Events.

On January 3, 2022, the Company declared a share dividend of one (1) ordinary share, $0.03 par value per share (each, an

"Ordinary Share"), for every one (1) Ordinary Share owned. The dividend will be payable to shareholders of record as of

January 25, 2022, and the payment date for the dividend will be February 1, 2022.

Item 9.01 Financial Statements and Exhibits.

Exhibit


  No.   Description
 99.1     Press release entitled "SGH Reports First Quarter Fiscal 2022
        Financial Results" issued by SMART Global Holdings, Inc. on January 4,
        2022
  104   Cover Page Interactive Data File (embedded within the Inline XBRL
        document)








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