Super Micro Computer, Inc.

Super Micro Computer, Inc. (SMCI) entered into a material definitive agreement (Item 1.01) and reported material modification of security holder rights (Item 3.03) along with charter/bylaw amendments (Item 5.03) in an 8-K filed June 15, 2026. Body unavailable — excerpt cuts off before the specific agreement terms and charter modification details are disclosed.

Super Micro Computer (SMCI) entered an at-the-market (ATM) equity distribution agreement on June 11, 2026 with J.P. Morgan, Goldman Sachs, and Citigroup to sell up to $1.25 billion of common stock over time, with agents earning up to 1.0% commission. This ATM program is one of three concurrent capital raises alongside a 45.45 million share primary offering and a 75 million depositary share mandatory convertible preferred offering. The combined capital program is intended to fund approximately $39 billion in AI server orders (Data Center Building Block Solutions) from more than 20 customers.

Super Micro Computer offered 75,000,000 depositary shares (each representing a 1/20th interest in one share of 7.00% Series A Mandatory Convertible Preferred Stock) with a liquidation preference of $50 per depositary share ($1,000 per preferred share). Each preferred share mandatorily converts into 30.3040 to 36.3640 common shares by June 1, 2029, based on a 20-day VWAP averaging period. This preferred offering is one leg of SMCI's three-part concurrent capital raise intended to fund approximately $39 billion in AI server order backlog, with the mandatory conversion mechanism creating significant future common stock dilution.

Super Micro Computer's ATM prospectus supplement authorizes the sale of up to $1.25 billion in common stock over time through J.P. Morgan, Goldman Sachs, and Citigroup as sales agents, who earn up to 1.0% of gross proceeds; SMCI common stock was trading at $29.27 on June 10, 2026. This ATM program is one of three concurrent capital raises alongside a fixed-price 45.45 million share equity offering and a 75 million depositary share mandatory convertible preferred offering.

Super Micro Computer offered 45,454,545 shares of common stock at $27.50 per share for gross proceeds of approximately $1.25 billion ($1.22 billion net after underwriting discounts); underwriters hold a 30-day option for 6,818,181 additional shares. Proceeds, together with proceeds from the concurrent preferred stock and ATM offerings, are intended to fund approximately $39 billion in AI server order backlog (Data Center Building Block Solutions) from more than 20 customers. This is a highly dilutive capital raise that simultaneously signals strong AI infrastructure demand momentum.

Super Micro Computer is offering 75,000,000 depositary shares (each representing a 1/20th interest in a share of Series A Mandatory Convertible Preferred Stock, liquidation preference $1,000/share or $50/depositary share) in a preliminary 424B5 filed June 10, 2026. The preferred stock pays cumulative dividends at a rate to be determined, convertible mandatorily into common stock on approximately June 1, 2029, with cash or stock dividend options quarterly from September 2026. This preferred offering runs concurrently with a $1.25B common stock offering and a $2B ATM program, with proceeds intended to fund ~$39B in AI server orders from 20+ customers. The triple-tranche capital raise is highly dilutive but signals massive backlog-driven demand that is transformative for SMCI's growth trajectory.

Super Micro Computer is raising $1.25 billion through a common stock offering at a last-reported price of $40.64 per share (June 9, 2026), with a 30-day underwriter overallotment option for up to an additional $187.5M in shares. The offering runs concurrently with a mandatory convertible preferred depositary share offering and a $2B ATM equity distribution program. Net proceeds, combined with the concurrent transactions, are earmarked to fund component purchases for approximately $39 billion of AI server orders recently received from more than 20 customers, with remaining proceeds for general corporate purposes including debt repayment. The massive three-part capital raise is significantly dilutive near-term but is directly tied to a historic AI infrastructure demand surge, making it a transformative financing event.

Super Micro Computer filed an S-3ASR automatic shelf registration on June 9, 2026, registering an unspecified total dollar amount of securities (common stock, preferred stock, depositary shares, warrants, and other securities) for future issuance on a delayed and continuous basis under Rule 415. As a large accelerated filer, SMCI qualifies for the automatic shelf, which became immediately effective upon filing. This shelf registration was filed the day before SMCI's $1.25B common stock and $3.75B preferred depositary share offerings, serving as the legal foundation for those concurrent capital raises — a critical enabling document for the massive AI-server-driven financing program.