An at-the-market offering is a method companies use to sell new shares of stock directly into the open market over time, rather than all at once. This allows them to raise money gradually, similar to selling small pieces of a product instead of a large batch. For investors, it means the company can access funding more flexibly, but it may also increase the supply of shares and influence the stock’s price.
atm programfinancial
An at-the-market (ATM) program is an arrangement that lets a publicly traded company sell newly issued shares gradually into the open market at prevailing prices, through a designated broker-dealer, instead of raising money in one large offering. It gives the company flexible, lower-cost fundraising; for existing shareholders it matters because each sale adds to the share count, which can dilute their ownership stake.
mandatory convertible preferred stockfinancial
A mandatory convertible preferred stock is a type of investment that pays regular income like a preferred share but is designed to automatically turn into a set number of common shares at a future date, much like a timed coupon that becomes company ownership. It matters to investors because it combines a near-term income stream with a guaranteed future increase in the company’s share count, which can dilute existing owners and change earnings-per-share and voting balance.
depositary sharesfinancial
Depositary shares are tradable certificates that represent a fractional piece of a larger security held by a third-party bank, like owning a slice of a single big pie instead of the whole pie. They let companies issue and investors buy smaller, more affordable portions of preferred stock or other instruments; holders usually receive proportional dividends and market pricing similar to ordinary shares, but may have limited voting rights and different liquidity or tax implications, which can affect income and resale value.
over-allotment optionfinancial
An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.
liquidation preferencefinancial
A liquidation preference is a rule that determines who gets paid first and how much they receive when a company is sold, goes bankrupt, or distributes its assets. It gives certain investors a priority claim—often returning their original investment plus any agreed multiple—before other owners receive money, which shapes how much common shareholders and founders ultimately get; think of it as a front-of-the-line pass that affects payout order and investor returns.
nasdaq global select marketregulatory
A Nasdaq Global Select Market listing is the highest tier of stocks on the Nasdaq exchange, reserved for companies that meet the strictest financial, reporting and governance standards. For investors, it acts like a premium quality label—signaling larger, more transparent and better-governed companies that tend to offer greater liquidity and lower perceived risk compared with lower-tier listings, making it easier to buy, sell and evaluate shares.
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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 a series of concurrent equity and equity-linked financing transactions totaling $7.0 billion, in expected aggregate amount, as part of its plan to fund the purchase of components to satisfy the AI orders that the Company has received in recent weeks for its advanced AI servers.
Offerings
The proposed offerings consist of:
Concurrent underwritten offerings: $5.0 billion underwritten public offerings, consisting of: (1) approximately $1.25 billion of common stock (the “common stock offering”) and (2) approximately $3.75 billion of depositary shares (the “depositary share offering”); and
At-the-market offering: up to $2.0 billion at-the-market, or ATM, offering program for common stock, expected to begin no earlier than the third quarter of 2026 (the “ATM program”).
Use of Proceeds
The Company intends to use a portion of the net proceeds from the offerings, together with proceeds from the ATM program, to fund the purchase of components to satisfy the approximately $39 billion of orders that the Company has received in recent weeks for its advanced AI servers, including its Data Center Building Block Solutions, from more than 20 customers, that the Company plans to fulfill in future quarters. The Company may also use a portion of the net proceeds from the offerings for other general corporate purposes, which may include repayment of debt, additions to working capital and capital expenditures.
Additional Transaction Details:
Underwritten Offerings
The Company expects to grant to the underwriters of each offering a 30-day over-allotment option to purchase additional shares of common stock and additional depositary shares, respectively. The completion of the common stock offering will not be contingent on the completion of the depositary share offering, and the completion of the depositary share offering will not be contingent on the completion of the common stock offering.
ATM Program
In addition to these underwritten offerings, the Company anticipates entering into a distribution agreement with J.P. Morgan, Goldman Sachs & Co. LLC and Citigroup, as managers, pursuant to which the Company may offer and sell, from time to time its common stock up to a maximum aggregate offering amount of up to $2.0 billion. Such sales are not expected to commence until the third quarter of 2026, subject to market conditions and other factors.
Terms of Depositary Shares and Underlying Mandatory Convertible Preferred Stock
Each depositary share that is offered in the public underwritten offering will represent a 1/20th interest in newly issued series A mandatory convertible preferred stock. Holders of the depositary shares will be entitled to a proportional fractional interest in the rights and preferences of the mandatory convertible preferred stock, including conversion, dividend, liquidation and voting rights, subject to the provisions of a deposit agreement. The mandatory convertible preferred stock is expected to have a liquidation preference of $1,000 per share, and each depositary share is expected to have a liquidation preference of $50. Unless earlier converted, each share of mandatory convertible preferred stock will automatically convert, for settlement on or about June 1, 2029, into a variable number of shares of common stock based on the applicable conversion rate, and each depositary share will automatically convert into a number of shares of common stock equal to a proportionate fractional interest in such shares of common stock. The dividend rate, conversion terms and other terms of the mandatory convertible preferred stock will be determined at the time of pricing of the depositary share offering. Currently, there is no public market for the depositary shares or the mandatory convertible preferred stock. The Company intends to apply to list the depositary shares on the Nasdaq Global Select Market under the symbol “SMCIP.”
Underwriters
J.P. Morgan, Goldman Sachs & Co. LLC and Citigroup are acting as lead joint bookrunning managers for the offerings. ICR Capital LLC is acting as the Company’s financial advisor for the depositary shares offering.
About Supermicro
Supermicro is a Total IT Solutions provider with server, AI, storage, IoT, switch systems, software, and support services.
“Safe Harbor” Statement
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 anticipated terms of the common stock offering, depositary share offering and the ATM program, statements regarding the intended use of the net proceeds from the offerings and the ATM program, its intention to enter into a distribution agreement related to the ATM program, and statements regarding the $39 billion of AI orders that the Company has received, which do not constitute firm commitments and are all subject to cancellation, delays and remain subject to fulfillment of the applicable terms and conditions by both parties. Forward-looking statements may be identified by the use of the words “may,” “will,” “plans,” “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. Among those risks and uncertainties include, but are not limited to, the risks related to whether the Company will consummate the offerings on the expected terms or at all, the intended use of the net proceeds from the offering, including with respect to orders for advanced AI servers, 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 U.S. Securities and Exchange Commission (the “SEC”). 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.
The Company may file a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Company has filed with the SEC for more complete information about the Company and these offerings. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, you may obtain a copy by visiting ir.supermicro.com, calling our Investor Relations Department at 1-408-503-8000, writing to Investor Relations Department, Super Micro Computer, Inc., 980 Rock Avenue, San Jose, CA 95131 or sending an email to IR@supermicro.com.
