Lower loan margins and new fiscal year for Super Micro (NASDAQ: SMCI)

Rhea-AI Filing Summary

Super Micro Computer, Inc. entered into Amendment No. 1 to its existing Credit Agreement with JPMorgan Chase Bank and other lenders. The amendment primarily makes two targeted changes to the loan terms.

First, it corrects all references to the company’s fiscal year-end in the Credit Agreement, changing them from December 31 to June 30, and updates related representations to use June 30 as the fiscal year-end date. Second, it lowers the initial Applicable Margin on loans for the period immediately after the Closing Date through the third business day following delivery of the first post-closing Compliance Certificate, reducing pricing from Level III to Level I. This cuts the margin on Term Benchmark Loans from 1.75% per annum to 1.25% per annum, and on Base Rate Loans from 0.75% per annum to 0.25% per annum for that initial period. All other provisions of the Credit Agreement remain in effect.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________________________________________________ 

FORM 8-K

__________________________________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 26, 2026

SUPER MICRO COMPUTER, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-33383

77-0353939

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

980 Rock Avenue, San Jose, California 95131

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (408) 503-8000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.001 par value

SMCI

The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01 Entry into a Material Definitive Agreement

Amendment to the Credit Agreement

On January 26, 2026, Super Micro Computer, Inc, a Delaware corporation (the “Company”) entered into Amendment #1 (the “Amendment”) to the Credit Agreement (as amended and as it may be restated, supplemented and/or otherwise modified from time to time, the “Credit Agreement”) dated December 29, 2025 by and among the Company as the lead borrower, the additional borrowers from time to time party thereto, the various financial institutions from time to time party thereto, as lenders, and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (in such capacities, the “Administrative Agent”). Capitalized terms used in this Current Report on Form 8-K but not otherwise defined herein have the meanings given to them in the Amendment and/or the Credit Agreement. The Amendment modifies the Credit Agreement as follows:

Fiscal year date change

The Amendment modifies the Credit Agreement to correct references in the Credit Agreement to the Company’s fiscal year-end date from December 31 to June 30. Additionally, the references to December 31 in the representations made by the Company in the Credit Agreement have been corrected to June 30.

Initial Applicable Margin rate change

The Amendment further modifies the Credit Agreement by decreasing the initial Applicable Margin rate that is applicable to any Loans for the period immediately following the Closing Date through the third Business Day following the delivery of a Compliance Certificate for the first full Fiscal Quarter ending after the Closing Date from Pricing Level III (1.75% per annum for Term Benchmark Loans and 0.75% per annum for Base Rate Loans) to Pricing Level I (1.25% per annum for Term Benchmark Loans and 0.25% per annum for Base Rate Loans) for the period immediately following the Closing Date through the third Business Day following the delivery of a compliance certificate for the first fiscal quarter ending after the Closing Date.

Other than as modified pursuant to the Amendment, the Credit Agreement remains in full force and effect. The foregoing descriptions of the Amendment and the Credit Agreement do not purport to be complete and are qualified in their entirety by reference to, respectively, the full text of the Amendment, which is filed as Exhibit 10.1 hereto and incorporated herein by reference, and of the Credit Agreement, a copy of which was filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission by the Company on January 2, 2026 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits
Exhibit Number						Description
10.1						Amendment No. 1 to the Credit Agreement, dated as of January 26, 2026, by and among Super Micro Computer, Inc. and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent.
104						The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. 

SUPER MICRO COMPUTER, INC.

Date: January 29, 2026

By:

/s/ Charles Liang

President, Chief Executive Officer and Chairman of the Board (Principal Executive Officer)

FAQ

What did Super Micro Computer, Inc. (SMCI) change in its Credit Agreement?

Super Micro Computer, Inc. executed Amendment No. 1 to its Credit Agreement. The changes correct the fiscal year-end references to June 30 and reduce the initial Applicable Margin on certain loans for a defined period after the Closing Date and first Compliance Certificate.

How does the amendment affect SMCI’s fiscal year-end in the Credit Agreement?

The amendment updates all Credit Agreement references to Super Micro’s fiscal year-end from December 31 to June 30. It also revises the company’s related representations so that they now use June 30 as the fiscal year-end date for covenant and reporting purposes under the agreement.

How were SMCI’s initial loan Applicable Margins changed by the amendment?

The amendment lowers the initial Applicable Margin from Pricing Level III to Pricing Level I. Term Benchmark Loan margins fall from 1.75% to 1.25% per annum, and Base Rate Loan margins drop from 0.75% to 0.25% per annum for the specified initial period after closing.

For what period does SMCI’s reduced loan margin apply under the amended Credit Agreement?

The reduced Applicable Margin applies from immediately after the Closing Date through the third Business Day following delivery of a Compliance Certificate for the first full fiscal quarter ending after the Closing Date, aligning pricing with the updated fiscal reporting framework.

Does the amendment change other key terms of SMCI’s Credit Agreement?

Other than the fiscal year-end correction and the initial Applicable Margin reduction, all other terms of the Credit Agreement remain in full force and effect. The amendment is limited to these specific adjustments and incorporates the existing agreement by reference.

Who is the administrative agent under SMCI’s amended Credit Agreement?

JPMorgan Chase Bank, N.A. continues to serve as administrative agent and collateral agent under the Credit Agreement. The amendment is entered into by Super Micro Computer, Inc., the various lenders, and JPMorgan Chase Bank, N.A. in these agent capacities.