What securities did Super Micro Computer sell?

The Company sold 75,000,000 depositary shares, each representing a 1/20th interest in a share of its 7.00% Series A Mandatory Convertible Preferred Stock, with a $1,000 liquidation preference per share. Depositary Receipts evidence these depositary shares under a deposit agreement with Computershare.

How are dividends paid on the preferred stock?

The preferred stock accrues dividends at 7.00% annually on the $1,000 liquidation preference, payable when declared by the Board on March 1, June 1, September 1 and December 1, starting September 1, 2026 through June 1, 2029. Dividends may be paid in cash or, subject to certain limitations, in common stock or a combination of both.

How many common shares will holders receive at conversion?

Unless converted earlier, each preferred share automatically converts into between 30.3040 and 36.3640 common shares, depending on the 20-trading-day VWAP during the final averaging period. Each depositary share converts into between 1.5152 and 1.8182 common shares. Holders may also convert early at the minimum conversion rate of 30.3040, subject to adjustments.

What restrictions apply to common stockholders while the preferred stock is outstanding?

Subject to certain exceptions, no dividends may be declared or paid on common stock, and no common or junior or parity stock may be repurchased or redeemed, unless all accumulated and unpaid preferred dividends have been declared and paid or set aside.

What is the priority of preferred holders in a liquidation?

Upon voluntary or involuntary liquidation, winding-up or dissolution, preferred holders receive the $1,000 liquidation preference per share plus accumulated and unpaid dividends. This payment comes after creditors and senior stock and before any distribution to junior stock, including common stock.

SMCI 8-K: Material Agreements & Shareholder Matters

01—Abstract

Summary

Summary of the 8-K filed June 15, 2026. Cited figures are marked; the original filing is the authoritative source.

Super Micro Computer, Inc. entered into an underwriting agreement dated June 10, 2026 with J.P.

Morgan Securities LLC and Goldman Sachs & Co. LLC, as representatives of the underwriters, to issue and sell 75,000,000 depositary shares. Each depositary share represents a 1/20th interest in a share of the Company's 7.00% Series A Mandatory Convertible Preferred Stock, with a $1,000^a liquidation preference per share. The underwriters also received a 30-day option to purchase up to an additional 11,250,000 depositary shares, solely to cover over-allotments.

The offering closed on June 15, 2026, and was made under a shelf registration statement on Form S-3 (File No. 333-296641) filed June 9, 2026. The Company filed a certificate of designations with the Delaware Secretary of State, effective June 15, 2026, establishing the preferences and rights of the Mandatory Convertible Preferred Stock. The preferred stock accrues dividends at an annual rate of 7.00%^b of the liquidation preference, payable in cash or, subject to limitations, in common stock or a combination of both.

Dividends are payable quarterly on March 1, June 1, September 1 and December 1, from September 1, 2026 through June 1, 2029, when declared by the Board. While preferred shares are outstanding, no common stock dividends may be declared or paid, and no junior or parity stock may be repurchased, unless all accumulated preferred dividends have been paid or set aside. Each preferred share automatically converts on the second business day after the final averaging period into between 30.3040 and 36.3640 shares of common stock, based on the 20-trading-day VWAP beginning on the 21st scheduled trading day before June 1, 2029.

Holders may also convert early at the minimum conversion rate of 30.3040, subject to adjustments. In liquidation, holders receive the $1,000^c liquidation preference plus accrued unpaid dividends, ranking ahead of common stock.

02—Key points

Key Highlights

Issued 75,000,000 depositary shares, each representing a 1/20th interest in a share of 7.00% Series A Mandatory Convertible Preferred Stock with a $1,000 liquidation preference per share
Underwriters hold a 30-day option to purchase up to an additional 11,250,000 depositary shares to cover over-allotments
Offering closed June 15, 2026, under Form S-3 shelf registration (File No. 333-296641) filed June 9, 2026
Preferred dividends accrue at 7.00% annually, payable in cash or common stock (subject to limitations) quarterly from September 1, 2026 through June 1, 2029
Mandatory conversion into between 30.3040 and 36.3640 common shares per preferred share, based on a 20-trading-day VWAP ending before June 1, 2029
Common stock dividends and junior or parity stock repurchases are restricted until accumulated preferred dividends are paid or set aside
Preferred holders rank ahead of common stock in liquidation, receiving the $1,000 preference plus accrued unpaid dividends

03—Questions

Frequently Asked Questions

What securities did Super Micro Computer sell?
The Company sold 75,000,000 depositary shares, each representing a 1/20th interest in a share of its 7.00% Series A Mandatory Convertible Preferred Stock, with a $1,000 liquidation preference per share. Depositary Receipts evidence these depositary shares under a deposit agreement with Computershare.
How are dividends paid on the preferred stock?
The preferred stock accrues dividends at 7.00% annually on the $1,000 liquidation preference, payable when declared by the Board on March 1, June 1, September 1 and December 1, starting September 1, 2026 through June 1, 2029. Dividends may be paid in cash or, subject to certain limitations, in common stock or a combination of both.
How many common shares will holders receive at conversion?
Unless converted earlier, each preferred share automatically converts into between 30.3040 and 36.3640 common shares, depending on the 20-trading-day VWAP during the final averaging period. Each depositary share converts into between 1.5152 and 1.8182 common shares. Holders may also convert early at the minimum conversion rate of 30.3040, subject to adjustments.
What restrictions apply to common stockholders while the preferred stock is outstanding?
Subject to certain exceptions, no dividends may be declared or paid on common stock, and no common or junior or parity stock may be repurchased or redeemed, unless all accumulated and unpaid preferred dividends have been declared and paid or set aside.
What is the priority of preferred holders in a liquidation?
Upon voluntary or involuntary liquidation, winding-up or dissolution, preferred holders receive the $1,000 liquidation preference per share plus accumulated and unpaid dividends. This payment comes after creditors and senior stock and before any distribution to junior stock, including common stock.

04—Continue

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