Super Micro issues 75M depositary shares of 7% mandatory convertible preferred stock raising ~$3.75B

Super Micro Computer, Inc.

Issued 75M depositary shares (1/20 interest each) of 7.00% Series A Mandatory Convertible Preferred Stock; over-allotment option for up to 11.25M additional shares.
Liquidation preference $1,000 per share of preferred ($50 per depositary share); dividends at 7% annual rate payable quarterly starting Sept 1, 2026.
Mandatory conversion on June 1, 2029 into common stock at rate between 30.304 and 36.364 shares per preferred share, based on VWAP over final 20 days.
Underwriters J.P. Morgan and Goldman Sachs; offering closed June 15, 2026; common stock dividends/repurchases restricted until preferred dividends paid.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Super Micro Computer, Inc. entered into Deposit Agreement with Computershare Trust Company, N.A. and Computershare Inc. valued at Provides for deposit of Mandatory Convertible Preferred Stock and issuance of Depositary Receipts (effective 2026-06-15).

Action: entry
Counterparty: Computershare Trust Company, N.A. and Computershare Inc.
Value: Provides for deposit of Mandatory Convertible Preferred Stock and issuance of Depositary Receipts
Effective: 2026-06-15

Exact text from the filing

In connection with the Depositary Shares Offering, the Company entered into a deposit agreement (the “Deposit Agreement”) dated June 15, 2026 by and among the Company, Computershare Trust Company, N.A. and Computershare Inc., acting jointly as depositary (the “Depositary”), and the holders from time to time of depositary receipts for Depositary Shares (the “Depositary Receipts”), a form of which is included therein (the “Form of Depositary Receipt”).

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Super Micro Computer, Inc. entered into Certificate of Designations with Secretary of State of the State of Delaware valued at Established preferences, limitations, and relative special rights of the Mandatory Convertible Prefe (effective 2026-06-10).

Action: entry
Counterparty: Secretary of State of the State of Delaware
Value: Established preferences, limitations, and relative special rights of the Mandatory Convertible Prefe
Effective: 2026-06-10

Exact text from the filing

In connection with the Depositary Shares Offering, the Company filed a certificate of designations (the “Certificate of Designations”) with the Secretary of State of the State of Delaware, including a form of certificate for the Mandatory Convertible Preferred Stock (the “Form of Certificate”), to establish the preferences, limitations, and relative special rights of the Mandatory Convertible Preferred Stock.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.98

Super Micro Computer, Inc. entered into Underwriting Agreement with J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC valued at Issuance and sale of 75,000,000 depositary shares representing Series A Mandatory Convertible Prefer (effective 2026-06-10).

Action: entry
Agreement: underwriting
Counterparty: J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC
Value: Issuance and sale of 75,000,000 depositary shares representing Series A Mandatory Convertible Prefer
Effective: 2026-06-10

Exact text from the filing

On June 10, 2026, Super Micro Computer, Inc., a Delaware corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC, as representatives of the several underwriters named therein, pursuant to which the Company agreed to issue and sell 75,000,000 depositary shares (the “Depositary Shares”), each representing a 1/20 th interest in a share of the Company’s 7.00% Series A Mandatory Convertible Preferred Stock, liquidation preference $1,000 per share, par value $0.001 per share (the “Mandatory Convertible Preferred Stock” and such offering, the “Depositary Shares Offering”).

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Super Micro Computer, Inc. filing history →

Source: SEC EDGAR

accession 0001193125-26-270430

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