SGH Announces Exchange of $150.0 Million of its Existing 2.25% Convertible Senior Notes due 2026 for 2.000% Convertible Senior Notes due 2029 and Repurchase of Approximately 325,000 of its Ordinary Shares - Seite 2

The New Convertible Notes will be redeemable, in whole or in part, for cash at SGH’s option at any time, and from time to time, on or after February 6, 2026 and on or before the fortieth (40th) scheduled trading day immediately before the Maturity Date, but only if the last reported sale price per ordinary share exceeds 130% of the conversion price for a specified period of time. In addition, the New Convertible Notes will be redeemable, in whole and not in part, at SGH’s option at any time in connection with certain changes in tax law. The redemption price will be equal to the principal amount of the New Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

If a “Fundamental Change” (as defined in the indenture for the New Convertible Notes) occurs, then, subject to a limited exception, holders of the New Convertible Notes may require SGH to repurchase their notes for cash. The repurchase price will be equal to the principal amount of the New Convertible Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date.

In connection with the Exchange Transactions, SGH expects that holders of Existing Convertible Notes that participate in the Exchange Transactions will seek to sell SGH’s ordinary shares and/or enter into various derivative positions with respect to SGH’s ordinary shares to establish hedge positions with respect to the New Convertible Notes. This activity could decrease (or reduce the size of any increase in) the market price of SGH’s ordinary shares, the Existing Convertible Notes or the New Convertible Notes at that time. Additionally, the Ordinary Share Repurchase Transactions could increase (or reduce the size of any decrease in), the market price of SGH’s ordinary shares, the Existing Convertible Notes or the New Convertible Notes at that time.

In connection with issuing the Existing Convertible Notes, SGH entered into capped call transactions (the “Existing Capped Call Transactions”) with certain financial institutions (the “Existing Option Counterparties”). As part of the Exchange Transactions, SGH entered into agreements with the Existing Option Counterparties to terminate a portion of the Existing Capped Call Transactions in a notional amount corresponding to the amount of Existing Convertible Notes that will be exchanged. In connection with the terminations described in the foregoing sentence, SGH expects the Existing Option Counterparties or their respective affiliates to unwind a portion of their related hedge positions by selling ordinary shares concurrently with the pricing of the New Convertible Notes. This hedge unwind activity could decrease (or reduce the size of any increase in) the market price of SGH’s ordinary shares, the Existing Convertible Notes or the New Convertible Notes at that time.