Supermicro (NASDAQ: SMCI) prices $7B equity and equity-linked raise

Supermicro (NASDAQ: SMCI) prices $7B equity and equity-linked raise

Rhea-AI Filing Summary

Insights

FAQ

Positive

Negative

8-K Event Classification

Key Figures

Key Terms

What equity offerings did Supermicro (SMCI) announce in this 8-K?

How much capital could Supermicro (SMCI) raise from these transactions?

How will Supermicro use the proceeds from its equity and equity-linked offerings?

What are the key terms of Supermicro’s Series A mandatory convertible preferred stock?

What is Supermicro’s new at-the-market (ATM) stock offering program?

What change did Supermicro make to its credit agreement in this filing?

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Super Micro Computer, Inc. launched large equity and equity-linked financings, including an underwritten public offering of 45,454,545 common shares and 75,000,000 depositary shares tied to 7.0% Series A mandatory convertible preferred stock, plus a $1.25 billion at-the-market program.

The gross proceeds of these offerings, together with potential ATM sales and underwriters’ options, represent a total potential equity raise of $7.0 billion. The company plans to use a portion of the net proceeds, together with ATM proceeds, to help fund components for approximately $39 billion of recent AI server orders from more than 20 customers, and for general corporate purposes. It also amended its credit agreement to allow additional distributions on certain mandatory convertible preferred stock, conditioned on maintaining a fixed charge coverage ratio of at least 2.00:1.00.

Large equity capital raise tied to AI demand: Concurrent common stock, depositary share and ATM offerings provide up to $7.0 billion in potential equity funding to support approximately $39 billion of recent advanced AI server orders.

Meaningful future equity dilution: The common stock issuance, ongoing ATM program and mandatory convertible preferred stock—ultimately converting into common shares by June 2029—together imply substantial dilution for existing shareholders.

Supermicro is raising up to $7 billion in equity to support a large AI order backlog.

Supermicro has priced concurrent underwritten offerings of common stock and depositary shares plus a new $1.25 billion ATM program, giving total potential equity funding of $7.0 billion. This is a sizable transaction relative to most issuers and directly linked to funding AI growth.

The company received about $39 billion of recent AI server orders, which are not firm commitments but indicate substantial demand. Management plans to allocate offering and ATM proceeds primarily to purchase components needed to fulfill these orders, with flexibility for debt repayment, working capital and capex.

The new 7.0% Series A mandatory convertible preferred stock carries a 7.0% dividend on a $1,000 liquidation preference, converting into 30.3040–36.3640 common shares per preferred share by June 1, 2029. Amendment No. 2 to the credit agreement increases capacity for preferred distributions, subject to a minimum 2.00:1.00 fixed charge coverage ratio. The overall package materially increases equity capital but also implies future dilution; the balance between growth from AI orders and dilution will be an important focus in subsequent filings.

3 items: 1.01, 7.01, 9.01

3 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 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Total potential equity raise: $7.0 billion ATM program capacity: $1.25 billion Common shares offered: 45,454,545 shares at $27.50 +5 more

8 metrics

Total potential equity raise $7.0 billion Gross proceeds from offerings plus ATM and underwriters’ options

ATM program capacity $1.25 billion Maximum aggregate common stock sales under at-the-market program

Common shares offered 45,454,545 shares at $27.50 Underwritten public common stock offering price per share

Depositary shares offered 75,000,000 shares at $50 Underwritten depositary share offering tied to preferred stock

Net proceeds common offering $1.22 billion After discounts and expenses, excluding underwriters’ option

Net proceeds depositary offering $3.68 billion After discounts and expenses, excluding over-allotment option

AI server orders $39 billion Recent advanced AI server orders from more than 20 customers

Preferred dividend rate 7.0% per annum Dividend on $1,000 liquidation preference of Series A preferred

at-the-market offering program, mandatory convertible preferred stock, depositary shares, Fixed Charge Coverage Ratio, +1 more

5 terms

at-the-market offering program financial

"to sell shares of common stock ... through an “at-the-market” offering program (the “ATM Offering”)"

An at-the-market offering program lets a company sell newly issued shares directly into the open market at current trading prices through a broker, rather than issuing a large block of stock all at once. It matters to investors because it provides the company a flexible way to raise cash over time, which can dilute existing shares gradually and affect earnings per share and stock price depending on how much and when shares are sold—think of it as a faucet the company can open or close to add supply to the market.

mandatory convertible preferred stock financial

"series A mandatory convertible preferred stock at a public offering price of $50 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.

depositary shares financial

"75,000,000 depositary shares, each representing a 1/20th interest"

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.

Fixed Charge Coverage Ratio financial

"subject to maintaining a pro forma Fixed Charge Coverage Ratio ... of at least 2.00:1.00"

A fixed charge coverage ratio measures how well a company's operating income can cover its fixed, recurring obligations like interest payments and lease costs. Think of it as a safety margin — the higher the number, the more comfortably a business can pay steady bills from its normal earnings, which matters to investors because it signals financial stability, lower default risk, and greater ability to withstand revenue dips.

over-allotment option financial

"a 30-day over-allotment option to purchase additional depositary shares"

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.

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Understanding 8-K Material Events →

06/12/2026 - 05:12 PM

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

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

Distribution Agreement

On June 11, 2026, Super Micro Computer, Inc., a Delaware corporation (the “Company”) entered into a distribution agreement (the “Distribution Agreement”) with J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC and Citigroup Global Markets Inc., as agents (each, an “Agent” and collectively, the “Agents”), to sell shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”) having aggregate sales proceeds of up to $1.25 billion (the “Shares”), from time to time, through an “at-the-market” offering program (the “ATM Offering”).

Upon delivery of a placement notice and subject to the terms and conditions of the Distribution Agreement, the Agents will use reasonable efforts consistent with their normal trading and sales practices, applicable state and federal laws, rules and regulations and the rules of the Nasdaq Global Select Market to sell the Shares from time to time based upon the Company’s instructions for the sales, including any price, time or size limits specified by the Company. Under the Distribution Agreement, the Agents may sell the Shares in ordinary brokers’ transactions, to or through a market maker, on or through the Nasdaq Global Select Market or any other market venue where the securities may be traded, in the over-the-counter market, in privately negotiated transactions, in transactions that are deemed to be “at the market offerings” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, or through any other method permitted by law. The Agents’ obligations to sell the Shares under the Distribution Agreement are subject to satisfaction of certain conditions, including customary closing conditions.

The Distribution Agreement provides that the Agents will be entitled to compensation for their services in the form of a commission of up to 1.0% of the aggregate gross proceeds from each sale of the Shares, and the Company has agreed to reimburse the Agents for certain specified expenses. The Company has also agreed to provide the Agents with customary indemnification and contribution rights. The Company is not obligated to sell any Shares under the Distribution Agreement and may at any time suspend solicitation and offers under the Distribution Agreement. The Distribution Agreement may be terminated by the Company at any time by giving written notice to the Agents for any reason, or by each Agent at any time, with respect to such Agent only, by giving written notice to the Company for any reason or immediately under certain circumstances, including but not limited to the occurrence of a material adverse change in the Company. The ATM Offering of the Shares pursuant to the Distribution Agreement will terminate upon the termination of the Distribution Agreement by the Company or the Agents.

The sales and issuances of the Shares under the Distribution Agreement will be 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. The Company filed a prospectus supplement with the SEC on June 12, 2026 in connection with the offer and sale of the Shares pursuant to the Distribution Agreement.

The foregoing description of the Distribution Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

In connection with the ATM Offering, the legal opinion as to the legality of the Common Stock sold is being filed as Exhibit 5.1 to this Current Report on Form 8-K.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities under the Distribution Agreement, nor shall there be any sale of such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Underwriting Agreement

On June 10, 2026, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC, as the representatives of the underwriters (the “Underwriters”), pursuant to which the Company agreed to issue and sell 45,454,545 shares of Common Stock to the Underwriters (the “Common Stock Offering”). Pursuant to the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to an additional 6,818,181 shares of Common Stock.

The Common Stock Offering was made pursuant to the Registration Statement, a base prospectus, dated June 9, 2026, included as part of the Registration Statement and a prospectus supplement, dated June 10, 2026 and filed with the SEC on June 12, 2026.

The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 1.2 to this Current Report on Form 8-K and is incorporated herein by reference.

In connection with the Common Stock Offering, the legal opinion as to the legality of the Common Stock sold is being filed as Exhibit 5.2 to this Current Report on Form 8-K.

Amendment to the Credit Agreement

On June 10, 2026, the Company entered into Amendment No. 2 (“Amendment No. 2”) to the Credit Agreement, dated December 29, 2025 (as amended by Amendment No. 1, dated as of January 26, 2026 and as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Company, as lead borrower, the various financial institutions from time to time party thereto, as lenders, and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent. Amendment No. 2 modified the Credit Agreement to, among other things, provide the Company additional capacity under the Credit Agreement to make distributions in respect of certain series of its mandatory convertible preferred stock, subject to maintaining a pro forma Fixed Charge Coverage Ratio (as defined in the Credit Agreement) of at least 2.00:1.00.

Other than as modified pursuant to Amendment No. 2, the Credit Agreement remains in full force and effect. The foregoing descriptions of Amendment No. 2 and the Credit Agreement do not purport to be complete and are qualified in their entirety by reference to, respectively, the full text of Amendment No. 2, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference, the Credit Agreement, a copy of which was filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC by the Company on January 2, 2026 and is incorporated herein by reference, and Amendment No. 1 to the Credit Agreement, a copy of which was filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC by the Company on January 29, 2026 and is incorporated herein by reference.

Item 7.01

Regulation FD Disclosure.

Copies of the Company’s press releases related to the announcements of the Common Stock Offering and the ATM Offering set forth under Item 1.01 are furnished as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K. The offering of depositary shares representing Series A mandatory convertible preferred stock that is also described in these press releases is expected to close June 15, 2026 and will be described in a Current Report on Form 8-K filed on that date.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits


Exhibit Number		Description

1.1		Equity Distribution Agreement, dated as of June 11, 2026, by and among Super Micro Computer, Inc., J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC and Citigroup Global Markets Inc.

1.2		Underwriting Agreement, dated June 10, 2026, by and among Super Micro Computer, Inc. and J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC, as representatives of the underwriters with respect to the Common Stock Offering.

5.1		Opinion of Freshfields US LLP.

5.2		Opinion of Freshfields US LLP.

10.1		Amendment No. 2 to the Credit Agreement, dated as of June 10, 2026, by and among Super Micro Computer, Inc. and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent.

23.1		Consent of Freshfields US LLP (contained in Exhibit 5.1).

23.2		Consent of Freshfields US LLP (contained in Exhibit 5.2).

99.1		Press Release issued by Super Micro Computer dated June 9, 2026

99.2		Press Release issued by Super Micro Computer dated June 11, 2026

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, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 99.1

Supermicro Announces Proposed $7.0 Billion of Equity and Equity-linked Financing Transactions To Fund AI Orders

SAN JOSE, Calif., June 9, 2026—(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

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

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 www.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.

Exhibit 99.2

Supermicro Announces Pricing of Equity and Equity-linked Financing Transactions To Fund AI Orders

SAN JOSE, Calif., June 11, 2026—(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 pricing of its previously announced series of concurrent equity and equity-linked financing transactions. The gross proceeds of these offerings, together with potential gross proceeds of Supermicro’s $1.25 billion at-the-market, or ATM, offering program for the sale of common stock over time, represent a total potential equity raise of $7.0 billion, inclusive of the underwriters’ options to purchase additional shares and additional depositary shares for the common stock offering and the depositary shares offering, respectively.

Supermicro priced concurrent underwritten public offerings of 45,454,545 shares of common stock at a public offering price of $27.50 per share and 75,000,000 depositary shares, each representing a 1/20th interest in a share of newly issued 7.0% series A mandatory convertible preferred stock at a public offering price of $50 per share. Supermicro has granted to the underwriters of each offering a 30-day option to purchase 6,818,181 additional shares of common stock and 11,250,000 additional depositary shares, respectively.

The offering of common stock is expected to close on June 12, 2026 and the offering of depositary shares are expected to close on June 15, 2026, subject to customary closing conditions. 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. In addition to these underwritten offerings, the Company entered 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 $1.25 billion. Such sales are not expected to commence until the third quarter of 2026, subject to market conditions and other factors.

The net proceeds from the offering of common stock will be approximately $1.22 billion (assuming the underwriters of that offering do not exercise their option to purchase additional shares), after deducting underwriting discounts and estimated offering expenses payable by Supermicro. The net proceeds from the offering of depositary shares will be approximately $3.68 billion (assuming the underwriters of the offering do not exercise their over-allotment option to purchase additional depositary shares), after deducting underwriting discounts and estimated offering expenses payable by Supermicro.

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 will accumulate dividends at a rate per annum equal to 7.0% on the liquidation preference thereof, which is $1,000 per share, payable in cash or, subject to certain limitations, by delivery of shares of common stock or through any combination of cash and shares of common stock, as determined by the Company’s board of directors (or an authorized committee thereof) in its sole discretion. Declared dividends on the series A mandatory convertible preferred stock will be payable quarterly 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 share of series A mandatory convertible preferred stock will automatically convert on the second business day immediately following the last trading day of the final averaging period 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, determined based on the volume-weighted average price of the common stock over the 20 consecutive trading day period beginning on, and including, the 21st scheduled trading day prior to June 1, 2029. Other than during a fundamental change conversion period (as defined in the prospectus supplement relating to the offering), at any time prior to June 1, 2029, a holder of 20 depositary shares may cause the bank depositary to convert one share of series A 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. Currently, there is no public market for the depositary shares or the mandatory convertible preferred stock. The Company has applied 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. Credit Agricole CIB, HSBC, MUFG, TD Securities, BNP Paribas, BMO Capital Markets, KeyBanc Capital Markets and Scotiabank are acting as joint bookrunners. Needham & Company is acting as lead manager. Loop Capital Markets, Northland Capital Markets, Rosenblatt and CJS Securities are acting as co-managers. ICR Capital LLC is acting as the Company’s financial advisor for the depositary shares offering.

Registration Statement and Prospectus

The Company has filed a registration statement on Form S-3 (including a prospectus) with the Securities and Exchange Commission for the offerings 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, these offerings and the ATM program. Each concurrent offering and any sales of stock under the ATM program may be made only by means of a prospectus supplement and accompanying prospectus. Copies of the registration statement, preliminary prospectus supplements and accompanying prospectuses related to the concurrent offerings and of the prospectus supplement related to the ATM program can be obtained by visiting the SEC’s website at http://www.sec.gov or by contacting J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by email at prospectus-eq_fi@jpmchase.com; Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, by telephone at 1-866-471-2526 or by email at prospectus-ny@ny.email.gs.com; or Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone at (800) 831-9146.

This press release does not constitute an offer to sell or a solicitation of an offer to buy these securities, nor any securities issuable upon conversion of these securities, nor does it constitute an offer, solicitation or sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration and qualification under the securities laws of such state or jurisdiction.

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, statements relating to the common stock offering, depositary share offering and the ATM program, the timing and extent of the Company’s use of the ATM program, statements regarding the intended use of the net proceeds from the offerings and 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.

Contact:

IR@Supermicro.com

Source: View Original Filing on SEC EDGAR

Supermicro priced underwritten offerings of 45,454,545 common shares at $27.50 each and 75,000,000 depositary shares at $50 each, and established a $1.25 billion at-the-market program to sell additional common stock over time, subject to market conditions.

The combined gross proceeds of the underwritten offerings, plus potential gross proceeds from the $1.25 billion ATM program and underwriters’ options, represent a total potential equity raise of $7.0 billion, significantly expanding Supermicro’s available equity capital base.

Supermicro plans to use a portion of the net proceeds, together with ATM program proceeds, to fund component purchases for approximately $39 billion of recent advanced AI server orders, and for general corporate purposes such as debt repayment, working capital and capital expenditures.

Each depositary share represents a 1/20th interest in a share of 7.0% Series A mandatory convertible preferred stock with a $1,000 liquidation preference, paying 7.0% annual dividends and converting by June 1, 2029 into between 30.3040 and 36.3640 common shares per preferred share.

Supermicro entered a distribution agreement allowing it to sell up to $1.25 billion of common stock over time through an at-the-market program. Sales may be made via J.P. Morgan, Goldman Sachs & Co. LLC and Citigroup, with activity expected to begin in the third quarter of 2026.

Amendment No. 2 to Supermicro’s credit agreement increases capacity to make distributions on certain series of mandatory convertible preferred stock, as long as the company maintains a pro forma Fixed Charge Coverage Ratio of at least 2.00:1.00 under the amended credit facility terms.

SUPER MICRO COMPUTER, INC.

Date: June 12, 2026

/s/ Charles Liang

President, Chief Executive Officer and Chairman of the Board