Item 2.02 Results of Operations and Financial Condition.

On January 3, 2023, 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 2023. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K ("Form 8-K") 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.

The information in this Form 8-K, including information contained in Exhibit 99.1 of this Form 8-K, 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 otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.



    Exhibit
      No.        Description
      99.1         Press release     titled "SGH Reports     First     Quarter     Fiscal
                 202    3     Financial Results" issued by SMART Global Holdings, Inc. on
                     January     3    , 202    3
      104        Cover Page Interactive Data File (embedded within the Inline XBRL document)


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