Super Micro Computer (SMCI) completes 7% mandatory convertible preferred depositary share deal

Rhea-AI Filing Summary

Super Micro Computer, Inc. completed an underwritten public offering of 75,000,000 depositary shares, each representing a 1/20th interest in its 7.00% Series A Mandatory Convertible Preferred Stock. Underwriters have a 30-day option to buy up to 11,250,000 additional depositary shares to cover over-allotments.

The preferred stock carries a 7.00% annual dividend rate on a $1,000 per share liquidation preference, payable when declared on March 1, June 1, September 1 and December 1 from September 1, 2026 through June 1, 2029. The Certificate of Designations, effective June 15, 2026, restricts dividends and repurchases of common and junior or parity stock unless all accumulated preferred dividends are addressed.

Each preferred share will automatically convert after the Final Averaging Period into between 30.3040 and 36.3640 common shares, so each depositary share converts into between 1.5152 and 1.8182 common shares, subject to anti‑dilution adjustments. Holders may also elect early conversion at the minimum conversion rate outside a fundamental change period.

Insights

Capital structure analyst

SMCI adds mandatory convertibles with fixed 7% yield and future share issuance.

Super Micro Computer has issued mandatory convertible preferred stock via 75,000,000 depositary shares, with an underwriters’ option for 11,250,000 more. These securities pay a 7.00% annual dividend on a $1,000 liquidation preference per preferred share through June 1, 2029.

Because the preferred automatically converts into common stock between 30.3040 and 36.3640 shares per preferred share, this structure combines interim income for holders with eventual equity issuance. The exact common share count will depend on the average trading price during the Final Averaging Period.

The Certificate of Designations also limits dividends and repurchases on common and junior or parity stock until accumulated preferred dividends are covered. Future company disclosures can clarify how this capital layer interacts with other financing and any use of the underwriters’ over‑allotment option.

8-K Event Classification

4 items: 1.01, 3.03, 5.03, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Depositary shares issued: 75,000,000 depositary shares Over-allotment option: 11,250,000 depositary shares Dividend rate: 7.00% annually +5 more

8 metrics

Depositary shares issued 75,000,000 depositary shares Depositary Shares Offering under S-3 shelf

Over-allotment option 11,250,000 depositary shares 30-day option granted to underwriters

Dividend rate 7.00% annually On $1,000 liquidation preference per preferred share

Liquidation preference $1,000 per preferred share Preference ahead of junior stock on liquidation

Automatic conversion range 30.3040–36.3640 common shares Per preferred share after Final Averaging Period

Depositary share conversion range 1.5152–1.8182 common shares Per depositary share at mandatory conversion

Dividend payment window Sept 1, 2026–June 1, 2029 Quarterly dividend dates when declared

Interest per depositary share 1/20th of a preferred share Unit structure of each depositary share

Key Terms

Mandatory Convertible Preferred Stock, Certificate of Designations, Deposit Agreement, Depositary Shares, +2 more

6 terms

Mandatory Convertible Preferred Stock financial

"7.00% Series A Mandatory Convertible Preferred Stock, liquidation preference $1,000 per share"

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.

Certificate of Designations regulatory

"the Company filed a certificate of designations (the “Certificate of Designations”)"

A certificate of designations is a formal legal document that spells out the specific rights and rules attached to a particular class of stock, most often preferred shares. It tells investors who gets paid first, what dividends or conversion rights exist, and any voting or liquidation priorities—like an instruction sheet that decides which shareholders get preference if a company pays out or is sold. Those terms directly affect a security’s value and risk.

Deposit Agreement financial

"the Company entered into a deposit agreement (the “Deposit Agreement”) dated June 15, 2026"

A deposit agreement is a written contract between a customer and a financial institution that outlines the terms for opening and maintaining a deposit account, such as a savings or checking account. It explains important details like how funds can be accessed, any fees involved, and the institution’s responsibilities. For investors, understanding this agreement is important because it clarifies their rights and the rules governing their deposited funds.

Depositary Shares financial

"the Company agreed to issue and sell 75,000,000 depositary shares (the “Depositary Shares”)"

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.

Final Averaging Period financial

"over the 20 consecutive trading-day period ... (the “Final Averaging Period”)"

liquidation preference financial

"liquidation preference $1,000 per share, par value $0.001 per share"

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.

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Understanding 8-K Material Events →

false 0001375365 --06-30 0001375365 2026-06-10 2026-06-10 0001375365 us-gaap:CommonStockMember 2026-06-10 2026-06-10 0001375365 us-gaap:SeriesAPreferredStockMember 2026-06-10 2026-06-10

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): June 10, 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 per share		SMCI		The NASDAQ Global Select Market
Depositary Shares, each representing a 1/20th interest in a share of 7.00% Series A Mandatory Convertible Preferred Stock, $0.001 par value per share		SMCIP		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

On June 10, 2026, Super Micro Computer, Inc., a Delaware corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC, as representatives of the several underwriters named therein, pursuant to which the Company agreed to issue and sell 75,000,000 depositary shares (the “Depositary Shares”), each representing a 1/20^th interest in a share of the Company’s 7.00% Series A Mandatory Convertible Preferred Stock, liquidation preference $1,000 per share, par value $0.001 per share (the “Mandatory Convertible Preferred Stock” and such offering, the “Depositary Shares Offering”). Pursuant to the Underwriting Agreement, the Company granted the underwriters a 30-day option to purchase up to an additional 11,250,000 Depositary Shares, solely to cover over-allotments.

The Depositary Shares Offering closed on June 15, 2026. The Depositary Shares Offering was made pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-296641) (the “Registration Statement”), filed with the Securities and Exchange Commission (the “SEC”) on June 9, 2026, a base prospectus, dated June 9, 2026, filed with the SEC on June 9, 2026, included as part of the Registration Statement, and a prospectus supplement dated June 10, 2026 filed with the SEC on June 12, 2026.

In connection with the Depositary Shares Offering, the Company filed a certificate of designations (the “Certificate of Designations”) with the Secretary of State of the State of Delaware, including a form of certificate for the Mandatory Convertible Preferred Stock (the “Form of Certificate”), to establish the preferences, limitations, and relative special rights of the Mandatory Convertible Preferred Stock. The Certificate of Designations became effective upon filing.

In connection with the Depositary Shares Offering, the Company entered into a deposit agreement (the “Deposit Agreement”) dated June 15, 2026 by and among the Company, Computershare Trust Company, N.A. and Computershare Inc., acting jointly as depositary (the “Depositary”), and the holders from time to time of depositary receipts for Depositary Shares (the “Depositary Receipts”), a form of which is included therein (the “Form of Depositary Receipt”). The Deposit Agreement provides for the deposit of shares of the Mandatory Convertible Preferred Stock from time to time with the Depositary and for the issuance thereunder of Depositary Receipts evidencing Depositary Shares in respect of the deposited Mandatory Convertible Preferred Stock.

The foregoing descriptions of the terms of the Underwriting Agreement, Certificate of Designations, Form of Certificate, Deposit Agreement and Form of Depositary Receipt are qualified in their entirety by reference to the Underwriting Agreement, Certificate of Designations, Form of Certificate, Deposit Agreement and Form of Depositary Receipt, a copy of each of which is filed as Exhibit 1.1, 3.1, 4.1, 4.2 and 4.3, respectively, hereto and is incorporated herein by reference.

In connection with the Depositary Shares Offering, the legal opinion as to the legality of the Depositary Shares sold in the Depositary Shares Offering and the Preferred Stock underlying such Depositary Shares is being filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein and into the Registration Statement by reference.

Item 3.03 Material Modification of Rights of Security Holders

On June 15, 2026, the Company filed the Certificate of Designations with the Secretary of State of the State of Delaware to establish the preferences, limitations and relative special rights of the Mandatory Convertible Preferred Stock. The Certificate of Designations became effective upon filing.

Subject to certain exceptions, so long as any share of Mandatory Convertible Preferred Stock remains outstanding, no dividend or distribution will be declared or paid on shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), or any other shares of junior stock, and no Common Stock or other junior stock or parity stock will be, directly or indirectly, purchased, redeemed or otherwise acquired for consideration by the Company or any of its subsidiaries unless all accumulated and unpaid dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum or number of shares of Common Stock have been set apart for the payment of such dividends upon, all outstanding shares of 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 the Deposit Agreement. The Mandatory Convertible Preferred Stock will accumulate dividends (which may be paid in cash or, subject to certain limitations, in shares of Common Stock or in any combination of cash and Common Stock) at an annual rate of 7.00% on the liquidation preference thereof, which is $1,000 per share, payable when, as and if declared by the Board of Directors of the Company, or an authorized committee thereof, on March 1, June 1, September 1 and December 1 of each year, commencing on, and including, September 1, 2026 and ending on, and including, June 1, 2029. Unless earlier converted, each outstanding share of Mandatory Convertible Preferred Stock will automatically convert on the second business day immediately following the last trading day of the Final Averaging Period (as defined below) into between 30.3040 and 36.3640 shares of Common Stock (and, correspondingly, each Depositary Share will automatically convert into between 1.5152 and 1.8182 shares of Common Stock), subject to customary anti-dilution adjustments. The number of shares of Common Stock issuable upon such automatic conversion will be determined based on the average volume-weighted average price of a share of Common Stock over the 20 consecutive trading-day period beginning on, and including, the 21st scheduled trading day prior to June 1, 2029 (the “Final Averaging Period”). Other than during a fundamental change conversion period (as defined in the Certificate of Designations), at any time prior to the mandatory conversion settlement date, a holder of 20 Depositary Shares may cause the Depositary to convert one share of Mandatory Convertible Preferred Stock, on such holder’s behalf, into a number of shares of Common Stock equal to the minimum conversion rate of 30.3040, subject to certain anti-dilution and other adjustments.

In addition, in the event of the Company’s voluntary or involuntary liquidation, winding-up or dissolution, each holder of Mandatory Convertible Preferred Stock will be entitled to receive a liquidation preference in the amount of $1,000 per share of the Mandatory Convertible Preferred Stock, plus an amount equal to accumulated and unpaid dividends on the shares to, but excluding, the date fixed for liquidation, winding-up or dissolution to be paid out of the Company’s assets available for distribution to its stockholders, after satisfaction of liabilities owed to the Company’s creditors and holders of any senior stock and before any payment or distribution is made to holders of junior stock, including the Common Stock.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

The information set forth under Item 3.03 of this Current Report on Form 8-K is hereby incorporated by reference in this Item 5.03.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits 

Exhibit Number		Description
1.1		Underwriting Agreement, dated as of June 10, 2026, by and among the Company, J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC, as representatives of the several underwriters named therein.
3.1		Certificate of Designations, filed with the Secretary of State of the State of Delaware and effective June 15, 2026.
4.1		Form of Certificate for the 7.00% Series A Mandatory Convertible Preferred Stock (included as Exhibit A to Exhibit 3.1).
4.2		Deposit Agreement, dated as of June 15, 2026, by and among the Company, Computershare Trust Company, N.A. and Computershare Inc., acting jointly as depositary, and the holders from time to time of the depositary receipts described therein.
4.3		Form of Depositary Receipt for the Depositary Shares (included as Exhibit A to Exhibit 4.2.
5.1		Opinion of Freshfields US LLP.
23.1		Consent of Freshfields US LLP (contained in Exhibit 5.1).
EX-104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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

				SUPER MICRO COMPUTER, INC.
Date: June 15, 2026				By:		/s/ Charles Liang
						President, Chief Executive Officer and Chairman of the Board

FAQ

What securities did Super Micro Computer (SMCI) issue in this 8-K?

Super Micro Computer issued 75,000,000 depositary shares, each representing a 1/20th interest in 7.00% Series A Mandatory Convertible Preferred Stock. The deal includes a 30-day option for underwriters to purchase up to 11,250,000 additional depositary shares.

What dividend does SMCI’s 7.00% Series A Mandatory Convertible Preferred Stock pay?

The preferred stock carries a 7.00% annual dividend on its $1,000 per share liquidation preference. Dividends are payable when declared on March 1, June 1, September 1 and December 1 from September 1, 2026 through June 1, 2029.

How and when will SMCI’s mandatory convertible preferred stock convert into common stock?

Unless converted earlier, each preferred share will automatically convert after the Final Averaging Period into between 30.3040 and 36.3640 SMCI common shares. The exact number depends on the 20-day average volume-weighted price before June 1, 2029.

What does each SMCI depositary share represent upon conversion?

Each depositary share represents a 1/20th interest in one preferred share and will convert into between 1.5152 and 1.8182 SMCI common shares. These ranges mirror the preferred stock’s 30.3040–36.3640 conversion rate on a proportional basis.

Are there restrictions on SMCI paying dividends on common stock while the preferred is outstanding?

Yes. While mandatory convertible preferred shares are outstanding, SMCI generally cannot pay dividends on common or other junior stock, or repurchase junior or parity stock, unless all accumulated and unpaid preferred dividends have been declared and paid or set aside.

Can holders elect to convert SMCI mandatory convertible preferred stock early?

Outside a fundamental change conversion period, a holder of 20 depositary shares may cause one preferred share to convert early. Early conversion occurs at the minimum conversion rate of 30.3040 common shares per preferred share, subject to anti-dilution and other adjustments.

Filing Exhibits & Attachments

8 documents

Other Documents

• EX-1.1 EX-1.1 319.1 KB
• EX-3.1 EX-3.1 222.0 KB
• EX-4.2 EX-4.2 227.0 KB
• EX-5.1 EX-5.1 13.6 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 13.4 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 22.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 14.3 KB