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Super Micro Computer, Inc. 8-K Filings

SMCI NASDAQ

Every 8-K that Super Micro Computer, Inc. (SMCI) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow SMCI and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full SMCI filings page.

Rhea-AI Summary

Super Micro Computer, Inc. (SMCI) appointed Mark Long as Chief Financial Officer effective October 14, 2026; David Weigand ceased serving in that role. Long previously served as Chief Financial Officer of Western Digital Corporation from 2016 to 2019 and has been a principal of Prime Impact Capital, LLC since 2019.

Long’s offer letter provides an annual base salary of $725,000 and a $500,000 sign-on bonus, subject to prorated repayment if he leaves before completing two years of employment. He will receive a guaranteed annual cash bonus of $500,000, payable monthly or quarterly, and is eligible for an additional annual performance-based cash bonus ranging from $225,000 to $725,000; its applicable terms are to be determined. He is also eligible for an annual special bonus in restricted stock units based on company performance and individual achievement. Subject to Compensation Committee approval, he is expected to receive an initial award of 120,000 restricted stock units and an option to purchase 150,000 shares, each vesting over four years subject to continued employment and the applicable plan and award terms. His employment is at will.

Rhea-AI Summary

Super Micro Computer, Inc. (SMCI) appointed Shesha Krishnapura as an independent director, effective October 9, 2026, and Judy Lin notified the company that she will retire from the board, with her service ending that day. Krishnapura most recently served as Chief Technology Officer of Intel IT at Intel Corporation and as an Intel Fellow, with leadership roles over a 35-year career that included technology strategy, architecture and engineering governance for global computing environments. His experience includes high-performance computing, artificial intelligence infrastructure and data center operations. He will participate in the company’s standard non-employee director compensation arrangements. Lin has served on the board since April 2022 and chairs its Nominating and Corporate Governance Committee; the company stated her retirement was not the result of a disagreement over its operations, policies or practices.

Rhea-AI Summary

Super Micro Computer, Inc. reported very strong preliminary results for the fourth quarter and full fiscal year ended June 30, 2026. Q4 net sales were $11.1 billion, up from $5.8 billion in Q4 2025, with GAAP gross margin improving to 17.5% and GAAP net income rising to $1.18 billion (diluted EPS $1.62). Non-GAAP diluted EPS was $1.70, and Q4 Adjusted EBITDA reached $1.67 billion, or 15.0% of net sales. Operating cash flow for Q4 was $747 million with capital expenditures and investments of $25 million.

For fiscal 2026, net sales were $39.1 billion versus $22.0 billion in 2025, and GAAP net income was $2.2 billion (diluted EPS $3.26) versus $1.0 billion (EPS $1.68). Non-GAAP net income attributable to common stockholders was $2.5 billion (diluted EPS $3.63). Despite higher earnings, net cash used in operating activities was $6.81 billion, driven by large increases in inventories and receivables. As of June 30, 2026, cash and cash equivalents were $7.5 billion and total bank debt and convertible notes were $8.7 billion. The company expects fiscal 2027 net sales between $65.0 billion and $72.0 billion and has provided Q1 2027 revenue and EPS guidance. The financial data are unaudited and described as preliminary, and the board is conducting an independent review of certain transactions in connection with export-control issues.

Rhea-AI Summary

Super Micro Computer, Inc. announced that its Board of Directors has declared an initial cash dividend on its 7.00% Series A Mandatory Convertible Preferred Stock of $14.7778 per share, equivalent to $0.73889 per depositary share.

Each depositary share represents a 1/20th fractional interest in a share of this preferred stock and trades on the Nasdaq Global Select Market under the symbol SMCIP. The dividend is payable on September 1, 2026 to holders of record as of the close of business on August 15, 2026.

Rhea-AI 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.

Rhea-AI Summary

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.

Rhea-AI Summary

Super Micro Computer, Inc. reported that Don Clegg, Senior Vice President of Worldwide Sales, will retire effective May 15, 2026. To support continuity, he will remain with the company as a consultant under an Independent Contractor Agreement.

Beginning May 16, 2026, Mr. Clegg will serve as a consultant for a 6‑month term at a rate of $19,450 per month. The company states that his resignation is not due to any disagreement over operations, policies or procedures. The agreement is filed as Exhibit 10.1.

Rhea-AI Summary

Super Micro Computer, Inc. reported very strong growth for Q3 fiscal 2026, but with heavy working-capital strain. Net sales reached $10.2 billion, up from $4.6 billion in Q3 2025, while GAAP gross margin was 9.9%. GAAP net income rose to $483 million, with diluted EPS of $0.72 versus $0.17 a year earlier; non‑GAAP diluted EPS increased to $0.84 from $0.31.

For the nine months ended March 31, 2026, net sales were $27.9 billion and net income was $1.05 billion. However, operating activities used $7.56 billion of cash, largely reflecting higher accounts receivable and inventories, and cash and cash equivalents declined to $1.29 billion as total bank debt and convertible notes reached $8.8 billion.

The company expects Q4 2026 net sales between $11.0 billion and $12.5 billion, GAAP diluted EPS of $0.53–$0.67 and non‑GAAP diluted EPS of $0.65–$0.79, and full‑year fiscal 2026 net sales of $38.9–$40.4 billion. The board is conducting an independent review of certain transactions in connection with export‑control issues, and all figures are described as preliminary unaudited results.

Rhea-AI Summary

Super Micro Computer, Inc. reports that stockholders approved an amended and restated 2020 Equity and Incentive Compensation Plan at the April 15, 2026 annual meeting. The plan now covers a total of 118,000,000 shares of common stock, including 103,000,000 shares previously approved and 15,000,000 additional shares newly approved at the meeting.

The plan allows the Compensation Committee to grant a broad range of cash and equity awards to directors, officers, employees, consultants and other service providers, and no grants will be made under it on or after April 15, 2036. Stockholder approval also increased by 15,000,000 the limit on shares that may be issued upon exercise of incentive stock options and clarified that the committee may determine tax withholding methods for each award.

Stockholders elected Charles Liang, Tally Liu and Sherman Tuan as Class I directors to serve until the annual meeting following fiscal year 2028, approved a non-binding advisory vote on executive compensation, and ratified the appointment of BDO USA, P.C. as independent registered public accounting firm for the fiscal year ending June 30, 2026.

Rhea-AI Summary

Super Micro Computer, Inc. reported that the U.S. Attorney’s Office for the Southern District of New York unsealed an indictment of three individuals associated with the company in connection with an alleged conspiracy to commit export-control violations. The company itself is not named as a defendant and states it has been cooperating fully with the investigation.

The individuals are Senior Vice President and director Yih-Shyan “Wally” Liaw, sales manager Ruei-Tsang “Steven” Chang, and contractor Ting-Wei “Willy” Sun. The two employees have been placed on administrative leave and the contractor relationship was terminated, all effective immediately.

The company also disclosed that Mr. Liaw resigned from the Board of Directors, effective March 20, 2026, noting his resignation was not due to a disagreement with the company. Supermicro appointed DeAnna Luna as acting Chief Compliance Officer, highlighting her extensive background in global trade and sanctions compliance.

Rhea-AI Summary

Super Micro Computer, Inc. furnished an 8-K to share that it has announced financial results for its second quarter of fiscal year 2026, covering the quarter ended December 31, 2025.

The detailed numbers and commentary are provided in a press release dated February 3, 2026, which is attached to the filing as Exhibit 99.1 and incorporated by reference.

Rhea-AI 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.

Rhea-AI Summary

Super Micro Computer, Inc. disclosed that its Taiwan subsidiary entered into a new Credit Agreement providing two revolving credit facilities totaling $710,000,000 (Facility A1 of $350,000,000 and Facility A2 of $360,000,000), with an option to increase total commitments up to $2,000,000,000. The loans are primarily for procuring components and raw materials, with detailed utilization rules tied to underlying invoices and purchase orders.

The Company guarantees the facilities and provides collateral including a second lien on its Bade District facility in Taiwan, a security interest in all receivables, and pledged term deposits up to $2,400,000,000. Interest is based on TAIFX3 or Term SOFR plus a margin for USD loans, or TAIBOR plus a margin for NTD loans, with additional commitment and prepayment fees. The facilities have an initial one-year maturity from first use, with up to two one-year extensions. The Company also scheduled its next virtual Annual Meeting of Stockholders for April 15, 2026, with a record date of February 17, 2026 and a stockholder proposal and nomination deadline of February 5, 2026.

Rhea-AI Summary

Super Micro Computer (SMCI) furnished a press release announcing financial results for the quarter ended September 30, 2025. The press release, titled “Supermicro Announces First Quarter Fiscal Year 2026 Financial Results,” is dated November 4, 2025 and is attached as Exhibit 99.1.

The information was furnished and is not deemed filed under the Exchange Act, and it is not incorporated by reference unless expressly stated.

Rhea-AI Summary

Super Micro Computer, Inc. (SMCI) furnished an 8-K announcing a press release with a business update for the quarter ended September 30, 2025. The press release is attached as Exhibit 99.1 and titled “Supermicro Provides First Quarter of Fiscal Year 2026 Business Update.”

The information provided under Item 2.02 is being furnished, not filed, and is not incorporated by reference into other filings unless expressly stated.

Rhea-AI 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.