{"schema_version":"secwatch.filing_event.v1","accession":"0001375365-25-000003","form_type":"8-K","ticker":"SMCI","cik":"0001375365","company_name":"Super Micro Computer, Inc.","filed_at":"2025-02-21T23:59:59+00:00","discovered_at":"2026-05-14T18:03:03.465124+00:00","generated_at":"2026-05-26T06:52:54.690453+00:00","sec_items":["1.01","2.03","3.02","9.01"],"event_type":"debt","sentiment":"neutral","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"SMCI closes $700M 2.25% convertible notes due 2028; amends $1.64B 2029 notes to 3.50%","bullets":["Issued $700M aggregate principal 2.25% Convertible Senior Notes due July 15, 2028; initial conversion price ~$61.06 (50% premium over $40.704 VWAP).","Amended ~$1.64B of existing 2029 notes: interest rate raised to 3.50%, new conversion price ~$83.44 (105% premium).","Proceeds used for general corporate purposes, including working capital for growth and business expansion.","Adjusted capped call transactions; new cap price ~$94.17 per share.","Potential dilution: up to ~17.2M shares from new notes and ~42.4M from amended notes at maximum conversion rates."],"urls":{"canonical":"https://secwatch.observer/filing/0001375365-25-000003","json":"https://secwatch.observer/filing/0001375365-25-000003.json","markdown":"https://secwatch.observer/filing/0001375365-25-000003.md","text":"https://secwatch.observer/filing/0001375365-25-000003.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1375365/000137536525000003/0001375365-25-000003-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1375365/000137536525000003/smci-20250220.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-26T06:52:54.690453+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":"2a27fb54f0a899c273e7d1a926e8b1a5253c53e6","claim":"Super Micro Computer, Inc. incurred convertible notes of $700.0 million aggregate principal amount with U.S. Bank Trust Company, National Association at 2.25% maturing July 15, 2028.","evidence_excerpt":"On February 20, 2025, Super Micro Computer, Inc. (the “Company”) closed its previously announced offering of $700.0 million aggregate principal amount of 2.25% Convertible Senior Notes due 2028 (the “New Convertible Notes”) pursuant to privately negotiated agreements (the “New Convertible Notes Offering”).","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1375365/000137536525000003/0001375365-25-000003-index.htm","confidence":0.9,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"convertible notes"},{"label":"Principal","value":"$700.0 million aggregate principal amount"},{"label":"Counterparty","value":"U.S. Bank Trust Company, National Association"},{"label":"Rate","value":"2.25%"},{"label":"Maturity","value":"July 15, 2028"},{"label":"Event","value":"incurrence"}],"fact_type":"debt_financing"},{"claim_id":"b73e3008cf5e374d2a5ac82178a93e22e5646e18","claim":"Super Micro Computer, Inc. amended convertible notes of approximately $1.64 billion aggregate principal amount with U.S. Bank Trust Company, National Association at 3.50%.","evidence_excerpt":"a copy of which is attached as Exhibit 4.6 to this Current Report on 8-K and (iii) include a form of waiver, release and covenant not to sue executed by holders of approximately $1.64 billion aggregate principal amount (or approximately 95%) of outstanding 2029 Notes as of February 20, 2025 (collectively, the “Amendments”). The Amended Convertible Notes Indenture","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1375365/000137536525000003/0001375365-25-000003-index.htm","confidence":0.9,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"convertible notes"},{"label":"Principal","value":"approximately $1.64 billion aggregate principal amount"},{"label":"Counterparty","value":"U.S. Bank Trust Company, National Association"},{"label":"Rate","value":"3.50%"},{"label":"Event","value":"amendment"}],"fact_type":"debt_financing"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}