---
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"
generated_at: "2026-05-26T06:52:54.690453+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# SMCI closes $700M 2.25% convertible notes due 2028; amends $1.64B 2029 notes to 3.50%

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: debt
- sentiment: neutral
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001375365-25-000003
- JSON: https://secwatch.observer/filing/0001375365-25-000003.json
- Plain text: https://secwatch.observer/filing/0001375365-25-000003.txt

## Key facts
- Debt Financings
  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.
  - Instrument: convertible notes
  - Principal: $700.0 million aggregate principal amount
  - Counterparty: U.S. Bank Trust Company, National Association
  - Rate: 2.25%
  - Maturity: July 15, 2028
  - Event: incurrence
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1375365/000137536525000003/0001375365-25-000003-index.htm
- Debt Financings
  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%.
  - Instrument: convertible notes
  - Principal: approximately $1.64 billion aggregate principal amount
  - Counterparty: U.S. Bank Trust Company, National Association
  - Rate: 3.50%
  - Event: amendment
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1375365/000137536525000003/0001375365-25-000003-index.htm

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