[8-K] Super Micro Computer, Inc. Reports Material Event

Rhea-AI Filing Summary

Super Micro Computer (NASDAQ: SMCI) has announced plans to offer $2.0 billion in convertible senior notes due 2030 to qualified institutional buyers under Rule 144A of the Securities Act of 1933. The offering includes a 13-day option for initial purchasers to acquire an additional $300.0 million in convertible notes.

Key details of the 8-K filing:

• The notes will be convertible into company common stock, subject to market conditions and other factors
• The offering is exclusively targeted at qualified institutional buyers
• The filing explicitly states this announcement does not constitute an offer to sell or solicitation to buy the convertible notes or resulting common stock

This significant debt offering suggests Super Micro Computer is seeking substantial capital, potentially for expansion or strategic initiatives. The convertible nature of the notes provides flexibility for both the company and investors, while the size of the offering indicates confidence in the company's growth prospects.

Positive

• Company plans to raise $2.0 billion through convertible senior notes offering, indicating strong institutional investor interest and potential for expansion
• Additional $300 million option granted to initial purchasers, providing flexibility for increased capital raise if demand exists

Negative

• Potential dilution risk for existing shareholders if notes are converted to common stock
• Significant increase in debt obligations with $2.0 billion notes offering, which could impact financial flexibility

Insights

Capital Markets Expert

Super Micro Computer plans to raise $2 billion through convertible notes, significantly expanding its capital base for potential growth initiatives.

Super Micro Computer's announcement of a proposed $2 billion convertible senior notes offering represents a substantial capital raising event with significant implications for the company's financial structure. With an additional $300 million option for initial purchasers, this offering could potentially reach $2.3 billion in total.

The convertible nature of these notes is particularly noteworthy. These hybrid securities function as debt initially but include provisions allowing conversion into SMCI common stock under specified conditions. This structure typically enables companies to secure financing at lower interest rates than traditional debt would require, as investors value the equity conversion option.

The scale of this offering will materially alter Super Micro's capital structure. While the filing doesn't disclose the intended use of proceeds, offerings of this magnitude typically support significant strategic initiatives - potentially including manufacturing capacity expansion, R&D investments, or strategic acquisitions.

For existing shareholders, this arrangement introduces potential future dilution if notes are converted to equity. However, the immediate impact is increased financial flexibility without the higher interest burden of traditional debt. The market's assessment will ultimately depend on the specific terms of the notes (conversion price, interest rate, maturity provisions) and investors' confidence in management's ability to generate returns exceeding the cost of this capital.

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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): June 23, 2025

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 8.01 Other Events

On June 23, 2025, the Company issued a press release announcing that it proposes to offer, subject to market conditions and other factors, $2.0 billion aggregate principal amount of convertible senior notes due 2030 (the “Convertible Notes”) to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The Company expects to grant a 13-day option to the initial purchasers to purchase up to an additional $300.0 million aggregate principal amount of Convertible Notes. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Neither this Current Report on Form 8-K nor the press release constitutes an offer to sell, or the solicitation of an offer to buy, the Convertible Notes or the shares of the Company’s common stock, if any, issuable upon conversion of the Convertible Notes.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits
Exhibit Number						Description
10.1						Press release dated June 23, 2025
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: June 23, 2025

By:

/s/ Charles Liang

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

FAQ

How much debt is SMCI planning to raise through convertible notes in 2025?

SMCI announced plans to offer $2.0 billion in convertible senior notes due 2030 to qualified institutional buyers under Rule 144A. The company also plans to grant initial purchasers a 13-day option to buy an additional $300.0 million in convertible notes.

When will SMCI's new convertible notes mature?

The convertible senior notes SMCI is proposing to offer will mature in 2030, as specified in the 8-K filing dated June 23, 2025.

Who can purchase SMCI's new convertible notes offering?

The convertible notes are being offered exclusively to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. This is not an offer to retail investors.

What is the additional option being granted to SMCI's initial purchasers?

SMCI plans to grant the initial purchasers a 13-day option to purchase up to an additional $300.0 million aggregate principal amount of Convertible Notes beyond the initial $2.0 billion offering.

Who signed SMCI's 8-K filing for the convertible notes announcement?

The 8-K was signed by Charles Liang, who serves as President, Chief Executive Officer and Chairman of the Board (Principal Executive Officer) of Super Micro Computer, Inc.