---
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"
generated_at: "2026-06-05T08:29:36.340350+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# Super Micro issues $1.725B zero-coupon convertible notes due 2029; net proceeds ~$1.70B

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: debt
- sentiment: neutral
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001375365-24-000017
- JSON: https://secwatch.observer/filing/0001375365-24-000017.json
- Plain text: https://secwatch.observer/filing/0001375365-24-000017.txt

## Key facts
- Debt Financings
  Super Micro Computer, Inc. incurred convertible notes of $1,725,000,000 with Holders at 0.00% maturing 2029.
  - Instrument: convertible notes
  - Principal: $1,725,000,000
  - Counterparty: Holders
  - Rate: 0.00%
  - Maturity: 2029
  - Event: incurrence
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1375365/000137536524000017/0001375365-24-000017-index.htm
- Material Agreements
  Super Micro Computer, Inc. entered into Indenture with U.S. Bank Trust Company, National Association valued at $1.725 billion (effective 2024-02-27).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: U.S. Bank Trust Company, National Association
  - Value: $1.725 billion
  - Effective: 2024-02-27
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1375365/000137536524000017/0001375365-24-000017-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.