01—Abstract
Summary
Summary of the 8-K filed January 26, 2026. Cited figures are marked; the original filing is the authoritative source.
Super Micro Computer, Inc. disclosed in this Form 8-K filed January 26, 2026 that its wholly-owned subsidiary, Super Micro Computer, Inc. Taiwan (the Borrower), entered into a facilities agreement dated January 21, 2026 with CTBC Bank Co., Ltd. as administrative agent and other lenders.
The Credit Agreement provides two revolving credit facilities totaling an initial $710 milliona ($350 million Facility A1 and $360 million Facility A2), with an option to increase total commitments to no more than $2.0 billion. Proceeds may fund procurement of components and raw materials, and the company states they are intended for general corporate purposes, including working capital for growth and business expansion. The facilities are guaranteed by the parent company under a New York-law guaranty and secured by a second-ranking lien on the Borrower's Bade District facility in Taoyuan City, a security interest in receivables, and a security interest in term deposits with a maximum pledged amount of $2.4 billion.
Pricing is tied to TAIFX3, Term SOFR, or TAIBOR plus margins of 1.0%b to 1.2%, with NTD loans subject to a 1.7% floor. The agreement includes restrictive covenants and events of default, including a cross-default provision, an event of default for an audit qualification, and an event of default if the company's stock is delisted from Nasdaq or suspended for more than 10 consecutive trading days. The facilities mature on the first anniversary of initial utilization, extendable twice by one year each.
The filing also sets the 2026 Annual Meeting of Stockholders for April 15, 2026, to be held virtually, with a record date of February 17, 2026. Because the meeting date moved more than 30 days from the prior year's meeting, the company set a February 5, 2026 deadline for stockholder proposals under Rule 14a-8 and for advance-notice proposals and director nominations under the bylaws.
02—Key points
Key Highlights
- Borrower Super Micro Computer, Inc. Taiwan entered a Credit Agreement dated January 21, 2026 with CTBC Bank Co., Ltd. as administrative agent.
- Two revolving facilities total an initial $710 million: Facility A1 at $350 million and Facility A2 at $360 million.
- Total commitments can be increased under the agreement up to a maximum of $2.0 billion.
- Facilities are guaranteed by the parent company and secured by a second-ranking lien on the Taoyuan City Bade District facility, receivables, and term deposits with a maximum pledged amount of $2.4 billion.
- Pricing is TAIFX3, Term SOFR, or TAIBOR plus margins of 1.0% to 1.2%, with a 0.15% annual commitment fee on unused amounts.
- Events of default include cross-default, certain audit qualifications, and Nasdaq delisting or suspension of trading for more than 10 consecutive trading days.
- The 2026 Annual Meeting is scheduled for April 15, 2026 (virtual), with a stockholder proposal deadline of February 5, 2026 and a record date of February 17, 2026.
03—Questions
Frequently Asked Questions
How much credit is available under the new facilities?
The initial aggregate principal amount is $350 million under Facility A1 and $360 million under Facility A2, totaling $710 million. The Borrower may increase total commitments, provided they do not exceed $2.0 billion after any increase, subject to certain conditions.
What is the stated use of the proceeds?
The company states the proceeds are for general corporate purposes, including funding working capital for growth and business expansion. The Borrower may apply the proceeds to procure certain components and raw materials, with draws limited to the lesser of the invoice purchase price or 80% of the purchase order amount, subject to date requirements.
What assets and guarantees support the facilities?
The parent company, Super Micro Computer, Inc., guarantees the facilities and subordinates intercompany obligations owed by the Borrower to that guarantee. The facilities are secured by a second-ranking lien on the Borrower's Bade District facility in Taoyuan City, a security interest in its receivables and proceeds, and a security interest in term deposits up to a maximum pledged amount of $2.4 billion.
When do the facilities mature and can they be extended?
The facilities mature on the first anniversary of the initial utilization date. If no utilization occurs within six months after signing, the maturity is deemed to begin the day after that six-month period ends. The maturity may be extended on no more than two occasions, each by one additional year, with a 0.10% fee payable by the Borrower upon extension.
When must stockholders submit proposals for the 2026 Annual Meeting?
Proposals under Rule 14a-8 for inclusion in the proxy materials, as well as advance-notice proposals and director nominations under the bylaws, must be received by the company's Secretary, David Weigand, no later than February 5, 2026. The 2026 Annual Meeting is scheduled for April 15, 2026, and will be held virtually, with a record date of February 17, 2026.
04—Continue