{"schema_version":"secwatch.filing_event.v1","accession":"0001375365-24-000017","form_type":"8-K","ticker":"SMCI","cik":"0001375365","company_name":"Super Micro Computer, Inc.","filed_at":"2024-02-28T23:59:59+00:00","discovered_at":"2026-05-14T18:03:23.990685+00:00","generated_at":"2026-06-05T08:29:36.340350+00:00","sec_items":["1.01","2.03","3.02","9.01"],"event_type":"debt","sentiment":"neutral","materiality_score":0.85,"calibrated_materiality_score":0.85,"confidence":"high","headline":"Super Micro issues $1.725B zero-coupon convertible notes due 2029; net proceeds ~$1.70B","bullets":["Notes bear no regular interest; initial conversion price ~$1,341.38/share.","Net proceeds of ~$1.70B; $142.1M used for capped call transactions, remainder for working capital and growth.","Capped call transactions entered with multiple banks to reduce dilution; cap price ~$1,951.04.","Notes are senior unsecured, redeemable at SMCI's option on/after March 1, 2027 under certain conditions.","Holders may convert upon stock price exceeding 130% of conversion price for 20 days in a quarter."],"urls":{"canonical":"https://secwatch.observer/filing/0001375365-24-000017","json":"https://secwatch.observer/filing/0001375365-24-000017.json","markdown":"https://secwatch.observer/filing/0001375365-24-000017.md","text":"https://secwatch.observer/filing/0001375365-24-000017.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1375365/000137536524000017/0001375365-24-000017-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1375365/000137536524000017/smci-20240222.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-05T08:29:36.340350+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"9e2ef598481c15542efee19a1aa2a97b41089616","claim":"Super Micro Computer, Inc. incurred convertible notes of $1,725,000,000 with Holders at 0.00% maturing 2029.","evidence_excerpt":"On February 27, 2024, Super Micro Computer, Inc. (the “ Company ,” “ we ,” “ us ” or “ our ”) completed its previously announced sale of $1.725 billion in aggregate principal amount of 0.00% Convertible Senior Notes due 2029 (the “ Convertible Notes ”), including $225.0 million in aggregate principal amount of 0.00% Convertible Senior Notes due 2029 purchased pursuant to the exercise by the initial purchasers of the Convertible Notes (the “ Initial Purchasers ”) of the option (the “ Notes Option ”) to purchase additional Convertible Notes, in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “ Securities Act ”).","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1375365/000137536524000017/0001375365-24-000017-index.htm","confidence":0.9,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"convertible notes"},{"label":"Principal","value":"$1,725,000,000"},{"label":"Counterparty","value":"Holders"},{"label":"Rate","value":"0.00%"},{"label":"Maturity","value":"2029"},{"label":"Event","value":"incurrence"}],"fact_type":"debt_financing"},{"claim_id":"023054982ee07cd4d9e69dc39b5c04fb2e870100","claim":"Super Micro Computer, Inc. entered into Indenture with U.S. Bank Trust Company, National Association valued at $1.725 billion (effective 2024-02-27).","evidence_excerpt":"On February 27, 2024, Super Micro Computer, Inc. (the “ Company ,” “ we ,” “ us ” or “ our ”) completed its previously announced sale of $1.725 billion in aggregate principal amount of 0.00% Convertible Senior Notes due 2029 (the “ Convertible Notes ”), including $225.0 million in aggregate principal amount of 0.00% Convertible Senior Notes due 2029 purchased pursuant to the exercise by the initial purchasers of the Convertible Notes (the “ Initial Purchasers ”) of the option (the “ Notes Option ”) to purchase additional Convertible Notes, in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “ Securities Act ”). The Convertible Notes were issued under an indenture, dated as of February 27, 2024, (the “ Indenture ”) between the Company and U.S. Bank Trust Company, National Association, as trustee (the “ Trustee ”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1375365/000137536524000017/0001375365-24-000017-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"notes offering"},{"label":"Counterparty","value":"U.S. Bank Trust Company, National Association"},{"label":"Value","value":"$1.725 billion"},{"label":"Effective","value":"2024-02-27"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}