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Form 8-K · Current Report · Filed 2025-06-27

Super Micro Computer Announces $2.3 Billion Convertible Notes Offering

On June 26, 2025, Super Micro Computer, Inc.

Filer
Super Micro Computer, Inc. SMCI · NASDAQ
Filed
Accession
0001375365-25-000020
CIK
0001375365
Signal
Medium impactTechnology

Details

completed the sale of $2.3 billion aggregate principal amount of 0.00% Convertible Senior Notes due 2030 in a private placement. The Company received net proceeds of approximately $2.26 billion, which will be used to fund capped call transactions, repurchase common stock, and for general corporate purposes. The Convertible Notes, issued under an indenture, are convertible into cash, shares of the Company's Common Stock, or a combination of both at the Company's election. The notes were offered and sold to qualified institutional buyers under Rule 144A of the Securities Act of 1933.

Items reported

Item 1.01

Entry into a Material Definitive Agreement

New Major Contract Securities Purchase Agreement Financial Instrument Agreement
Item 2.03

Creation of a Direct Financial Obligation

New Debt Issued
Item 3.02

Unregistered Sales of Equity Securities

Unregistered Stock Issuance Private Placement
Item 8.01

Other Events

Corporate Update
Item 9.01

Financial Statements and Exhibits

No viable tag

Market reaction

Close before filing

$49.27

Next session

-0.5%

Since filing

-42.4%

Latest close

$28.40

What happened, not what will happen — closing prices around the filing date.

Precedent

Previous filings from SMCI reporting the same item, with the next session's move:

Exhibits (3)

About Super Micro Computer, Inc.

Super Micro Computer, Inc. is a prominent player in the field of computing and technology hardware solutions. It specializes in designing, developing, and manufacturing high-performance, high-efficiency server technology, offering a broad range of server systems, motherboards, and embedded computing systems. Its products are integral to the functioning of data centers, cloud computing environments, enterprise IT, artificial intelligence applications, and 5G infrastructure. The company's expertise in energy-efficient, green computing solutions is notable, catering to a clientele that values sustainability alongside performance. Super Micro Computer, Inc. serves a global market acknowledging the growing demand for robust computing power and connectivity solutions. It supports various industries including telecommunications, healthcare, financial services, and entertainment, adapting to diverse computational needs. Founded in 1993 and headquartered in San Jose, California, Super Micro Computer, Inc. plays a crucial role in the expansion and advancement of the computing sector. By delivering innovative products and technology, the company contributes to the scalable and efficient data processing needs that underpin modern digital advancements.

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