01—Abstract
Summary
Summary of the 8-K filed January 2, 2026. Cited figures are marked; the original filing is the authoritative source.
Super Micro Computer, Inc. entered into a Credit Agreement dated December 29, 2025, with JPMorgan Chase Bank, N.A. acting as administrative agent and collateral agent, and various financial institutions as lenders.
The agreement provides a revolving credit facility with an initial aggregate principal amount of up to $2.0 billiona, including a $200 million letter-of-credit sub-limit and a $150 million same-day borrowing sub-limit, with an option to increase commitments by up to $1.0 billion subject to certain conditions. Proceeds may be used for working capital and general corporate purposes. The facility matures on December 29, 2030, unless extended.
The facility is secured and guaranteed during a Non-IG Period by the Company, qualifying domestic subsidiaries, and any subsidiary guaranteeing Company indebtedness over $350 millionb. These guaranties and liens fall away upon an investment-grade trigger date on or after September 30, 2026, based on corporate family ratings from at least two of Moody's, S&P and Fitch, and would be reinstated if ratings fall below those levels. Pricing is tied to a leverage-based grid during a Non-IG Period, with margins of 1.25% to 2.00% per annum for term rate loans, and to a corporate family rating grid during an IG Period, with margins of 1.125% to 1.375%.
The agreement contains customary restrictive covenants, including a maximum leverage ratio of 4.00 to 1.00 for the first four full fiscal quarters after December 29, 2025, stepping down to 3.50 to 1.00 and then 3.00 to 1.00 thereafter. Customary events of default apply, including a change of control, which would allow lenders to terminate commitments and accelerate amounts outstanding. The full agreement is filed as Exhibit 10.1, with certain exhibits to the agreement omitted under Regulation S-K Item 601(a)(5).
02—Key points
Key Highlights
- A new $2.0 billion revolving credit facility with JPMorgan Chase Bank, N.A. as administrative agent, maturing December 29, 2030.
- Option to increase revolving commitments by up to $1.0 billion, subject to certain conditions.
- Secured and guaranteed structure during a Non-IG Period, with guaranties and liens released upon an investment-grade trigger date on or after September 30, 2026.
- Leverage-based pricing during a Non-IG Period (1.25% to 2.00% margin for term rate loans) that steps to ratings-based pricing (1.125% to 1.375%) in an IG Period.
- Maximum leverage ratio covenant starting at 4.00 to 1.00 and stepping down to 3.00 to 1.00 over time.
- Change of control is an event of default permitting lenders to terminate commitments and accelerate amounts due.
- Proceeds may be used for working capital and general corporate purposes of the Company and its subsidiaries.
03—Questions
Frequently Asked Questions
How large is the new credit facility and what can the money be used for?
The Credit Agreement provides a revolving credit facility of up to $2.0 billion in initial aggregate principal amount, with a $200 million letter-of-credit sub-limit and a $150 million same-day borrowing sub-limit. Proceeds may be used for working capital and other general corporate purposes of the Company and its subsidiaries.
When does the facility mature and can the commitments be increased?
The revolving credit facility matures on December 29, 2030, unless extended under the agreement's terms. The Company has an option to increase aggregate revolving commitments by up to $1.0 billion, subject to satisfying certain conditions.
What collateral and guarantees support the facility, and when do they fall away?
During a Non-IG Period, the Company, its qualifying domestic subsidiaries, and any subsidiary guaranteeing Company indebtedness over $350 million guarantee the facility, and each grants a first priority security interest in substantially all of its assets, subject to customary exclusions. These guaranties and liens cease upon an IG Trigger Date, which is the earlier business day on or after September 30, 2026 when the Company holds a corporate family rating at or above specified levels from at least two of Moody's, S&P and Fitch with a stable or better outlook. They are reinstated within 30 days if ratings fall below those levels.
How is the cost of borrowing determined?
Borrowings accrue interest at either an alternate base rate or a term rate, plus an applicable margin. During a Non-IG Period, the margin is set by the leverage ratio grid, ranging from 1.25% to 2.00% per annum for term rate loans (0.25% to 1.00% for alternate base rate loans). During an IG Period, the margin is set by the corporate family rating grid, ranging from 1.125% to 1.375% per annum (0.125% to 0.375% for alternate base rate loans). A commitment fee applies to unused commitments, from 0.15% to 0.30% per annum in a Non-IG Period and 0.12% to 0.15% per annum in an IG Period.
What financial covenants and default triggers apply?
The agreement requires the leverage ratio not to exceed 4.00 to 1.00 for the first four full fiscal quarters after December 29, 2025, 3.50 to 1.00 for the fifth through eighth full fiscal quarters, and 3.00 to 1.00 thereafter. Customary restrictive covenants also apply, some of which cease during an IG Period. Customary events of default include a change of control, upon which lenders may terminate commitments and declare outstanding amounts immediately due. Overdue amounts for certain payment or insolvency defaults, or after acceleration, bear interest at an additional 2.00% per annum.
04—Continue