Super Micro Computer 8-K Report, Material Agreement (Sep 30, 2024)

Super Micro Computer, Inc. filed this Form 8-K on September 30, 2024 to report three related actions.

On September 27, 2024, the Company entered into a Ninth Amendment to its Loan and Security Agreement with Bank of America, N.A., as administrative agent, which extends the deadline to deliver audited financial statements for the fiscal year ending June 30, 2024 from September 28, 2024 to November 27, 2024 and adds a $70 million^a availability block to the U.S. borrowing base. The same day, the Company entered into Amendment No. 1 to its Term Loan Credit Agreement, which extends the same FY2024 financial statement delivery deadline to November 27, 2024 and requires the Company to prepay $250 million of outstanding term loans. Separately, the Company filed a certificate of amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State to effect a ten-for-one forward stock split of its common stock, par value $0.001 per share, without changing par value.

The amendment also increases authorized common stock from 100,000,000 to 1,000,000,000 shares. The split became effective at 5:00 p.m. Eastern Time on September 30, 2024, and the stock is expected to begin trading on a split-adjusted basis on the Nasdaq Global Select Market at the market open on October 1, 2024, under the existing symbol "SMCI" with a new CUSIP of 86800U302.

Stockholder approval was not required under Section 242(d) of the Delaware General Corporation Law. For investors, the filing shows that the Company's lender deadlines for delivering FY2024 audited financial statements were extended by roughly two months, alongside a required $250 million^b term loan prepayment and a larger authorized share count following the split. The filing does not state the reasons for the extensions or the financial results contained in the referenced financial statements.