Super Micro Computer, Inc. Announces Closing of Private Offering of $2.3 Billion of Convertible Senior Notes Due 2030

Enables Continued Expansion of the AI Infrastructure Business

The Funding will Support Continued Expansion of US and Global Manufacturing, Expansion of Supermicro’s Product Line from Systems, Racks to Complete Data Center Building Block Solutions and Support Capital Required for Customer Growth

SAN JOSE, Calif.--(BUSINESS WIRE)-- Super Micro Computer, Inc. (NASDAQ: SMCI) (“Supermicro” or the “Company”), a Total IT Solution Manufacturer for AI, Cloud, Storage, and 5G/Edge, today announced the closing of $2.3 billion aggregate principal amount of convertible senior notes due 2030 (the “notes”) including the exercise in full of the option granted to the initial purchasers to purchase up to $300.0 million aggregate principal amount of notes.

“We want to thank our investors who share our vision,” said Charles Liang, CEO and Founder. “As customer demand for next-generation GPU platforms continues to build, this was an opportunistic capital raise that strengthens the balance sheet with minimal dilution, ensuring continued support of customers’ aggressive growth plans for AI enabled DCBBS solutions to accelerate their build out."

The convertible offering was structured with an extremely attractive 0.00% interest rate, a five-year maturity and an initial conversion price of $55.20 per share, representing an initial conversion premium of approximately 35.0% above the closing price of $40.89 per share of the Company’s common stock on June 23, 2025 and, coupled with our concurrent stock repurchase and capped call, was designed to minimize shareholder impact.

As part of the transaction, Supermicro purchased a capped call hedge to increase the effective conversion premium to 100% of Supermicro’s share price on June 23, 2025. As a result of the related capped call transactions, dilution or cash obligations upon a conversion of the notes should be mitigated by the increase in the effective conversion price of the notes to $81.78 per share of Supermicro’s common stock, which represents a premium of 100% over the last reported sale price of Supermicro’s common stock of $40.89 per share on June 23, 2025.

Supermicro also purchased approximately $200 million in shares of its common stock from purchasers of the notes, which was intended to reduce the potential impact of certain hedging activities in connection with the offering.

Supermicro has the optionality to settle any conversions in cash, shares of its common stock, or a combination of cash and shares to further influence potential dilution or cash obligations upon any future conversion of the notes.

About Supermicro

Supermicro (NASDAQ: SMCI) is a global leader in Application-Optimized Total IT Solutions. Founded and operating in San Jose, California, Supermicro is committed to delivering first-to-market innovation for Enterprise, Cloud, AI, and 5G Telco/Edge IT Infrastructure. We are a Total IT Solutions manufacturer with server, AI, storage, IoT, switch systems, software, and support services. Supermicro's motherboard, power, and chassis design expertise further enables our development and production, enabling next-generation innovation from cloud to edge for our global customers. Our products are designed and manufactured in-house (in the US, Taiwan, and the Netherlands), leveraging global operations for scale and efficiency and optimized to improve TCO and reduce environmental impact (Green Computing). The award-winning portfolio of Server Building Block Solutions® allows customers to optimize for their exact workload and application by selecting from a broad family of systems built from our flexible and reusable building blocks that support a comprehensive set of form factors, processors, memory, GPUs, storage, networking, power, and cooling solutions (air-conditioned, free air cooling or liquid cooling).

Supermicro, Server Building Block Solutions, and We Keep IT Green are trademarks and/or registered trademarks of Super Micro Computer, Inc.

All other brands, names, and trademarks are the property of their respective owners.

Cautionary Statement Regarding Forward-Looking Statements

This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements include, among other things, the potential dilution or cash obligations relating to the conversion of the notes, the Company’s plans for growth and its ability to support its customers’ growth plans, the use of the net proceeds from the sale of the notes, the impact of certain hedging activities by purchasers of the notes, and the future settlement of the conversion of the notes. Forward-looking statements may be identified by the use of the words “may,” “will,” “expect,” “intend” and other similar expressions. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. These forward-looking statements are based on management’s current expectations and beliefs about future events and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those implied by the forward-looking statements. Those risks and uncertainties include, but are not limited to, the anticipated effects of holders of the Convertible Notes or the option counterparties entering into or unwinding derivative transactions with respect to the Company’s common stock and/or purchasing or selling the Company’s common stock, market and general conditions, and risks relating to the Company’s business, including those described in periodic reports that the Company files from time to time with the Securities and Exchange Commission. The forward-looking statements included in this press release speak only as of the date of this press release, and the Company does not undertake to update the statements included in this press release for subsequent developments, except as may be required by law.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250626717728/en/

Investor Relations Contact:

Nicole Noutsios

Stratos Advisors

email: ir@supermicro.com

Source: Super Micro Computer, Inc.