
Super Micro Computer, Inc. (NASDAQ:SMCI) (&#34;Supermicro&#34; or the &#34;Company&#34;), a Total IT Solution Manufacturer for AI, Cloud, Storage, and 5G/Edge, today announced a series of concurrent equity and equity-linked financing

Super Micro Computer, Inc. (NASDAQ:<a class="ticker" href="https://www.benzinga.com/quote/SMCI">SMCI</a>) ("Supermicro" or the "Company"), a Total IT Solution Manufacturer for AI, Cloud, Storage, and 5G/Edge, today announced a series of concurrent equity and equity-linked financing transactions ‎totaling $7.0 billion, in expected aggregate amount, as part of its plan to fund the purchase of components to satisfy the AI orders that the Company has received in recent weeks for its advanced AI servers.


Offerings


The proposed offerings consist of:

<ul xmlns="http://www.w3.org/1999/xhtml" class="bwlistdisc">
<li xmlns="http://www.w3.org/1999/xhtml">
Concurrent underwritten offerings: $5.0 billion underwritten public offerings, consisting of: (1) approximately $1.25 billion of common stock (the "common stock offering") and (2) approximately $3.75 billion of depositary shares (the "depositary share offering"); and

</li>
<li xmlns="http://www.w3.org/1999/xhtml">
At-the-market offering: up to $2.0 billion at-the-market, or ATM, offering program for common stock, expected to begin no earlier than the third quarter of 2026 (the "ATM program").

</li>
</ul>
Use of Proceeds


The Company intends to use a portion of the net proceeds from the offerings, together with proceeds from the ATM program, to fund the purchase of components to satisfy the approximately $39 billion of orders that the Company has received in recent weeks for its advanced AI servers, including its Data Center Building Block Solutions, from more than 20 customers, that the Company plans to fulfill in future quarters. The Company may also use a portion of the net proceeds from the offerings for other general corporate purposes, which may include repayment of debt, additions to working capital and capital expenditures.


Additional Transaction Details:


Underwritten Offerings


The Company expects to grant to the underwriters of each offering a 30-day over-allotment option to purchase additional shares of common stock and additional depositary shares, respectively. The completion of the common stock offering will not be contingent on the completion of the depositary share offering, and the completion of the depositary share offering will not be contingent on the completion of the common stock offering.


ATM Program


In addition to these underwritten offerings, the Company anticipates entering into a distribution agreement with J.P. Morgan, Goldman Sachs &amp; Co. LLC and Citigroup, as managers, pursuant to which the Company may offer and sell, from time to time its common stock up to a maximum aggregate offering amount of up to $2.0 billion. Such sales are not expected to commence until the third quarter of 2026, subject to market conditions and other factors.


Terms of Depositary Shares and Underlying Mandatory Convertible Preferred Stock


Each depositary share that is offered in the public underwritten offering will represent a 1/20th interest in newly issued series A mandatory convertible preferred stock. Holders of the depositary shares will be entitled to a proportional fractional interest in the rights and preferences of the mandatory convertible preferred stock, including conversion, dividend, liquidation and voting rights, subject to the provisions of a deposit agreement. The mandatory convertible preferred stock is expected to have a liquidation preference of $1,000 per share, and each depositary share is expected to have a liquidation preference of $50. Unless earlier converted, each share of mandatory convertible preferred stock will automatically convert, for settlement on or about June 1, 2029, into a variable number of shares of common stock based on the applicable conversion rate, and each depositary share will automatically convert into a number of shares of common stock equal to a proportionate fractional interest in such shares of common stock. The dividend rate, conversion terms and other terms of the mandatory convertible preferred stock will be determined at the time of pricing of the depositary share offering. Currently, there is no public market for the depositary shares or the mandatory convertible preferred stock. The Company intends to apply to list the depositary shares on the Nasdaq Global Select Market under the symbol "SMCIP."


Underwriters


J.P. Morgan, Goldman Sachs &amp; Co. LLC and Citigroup are acting as lead joint bookrunning managers for the offerings. ICR Capital LLC is acting as the Company's financial advisor for the depositary shares offering.


About Supermicro


Supermicro is a Total IT Solutions provider with server, AI, storage, IoT, switch systems, software, and support services.


"Safe Harbor" Statement


This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements include, among other things, the anticipated terms of the common stock offering, depositary share offering and the ATM program, statements regarding the intended use of the net proceeds from the offerings and the ATM program, its intention to enter into a distribution agreement related to the ATM program, and statements regarding the $39 billion of AI orders that the Company has received, which do not constitute firm commitments and are all subject to cancellation, delays and remain subject to fulfillment of the applicable terms and conditions by both parties. Forward-looking statements may be identified by the use of the words "may," "will," "plans," "expect," "intend" and other similar expressions. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. These forward-looking statements are based on management's current expectations and beliefs about future events and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those implied by the forward-looking statements. Among those risks and uncertainties include, but are not limited to, the risks related to whether the Company will consummate the offerings on the expected terms or at all, the intended use of the net proceeds from the offering, including with respect to orders for advanced AI servers, market and general conditions, and risks relating to the Company's business, including those described in periodic reports that the Company files from time to time with the U.S. Securities and Exchange Commission (the "SEC"). The forward-looking statements included in this press release speak only as of the date of this press release, and the Company does not undertake to update the statements included in this press release for subsequent developments, except as may be required by law.


The Company may file a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Company has filed with the SEC for more complete information about the Company and these offerings. You may get these documents for free by visiting EDGAR on the SEC website at <a xmlns="http://www.w3.org/1999/xhtml" rel="nofollow" href="https://cts.businesswire.com/ct/CT?id=smartlink&amp;url=http%3A%2F%2Fwww.sec.gov&amp;esheet=54550915&amp;newsitemid=20260609797060&amp;lan=en-US&amp;anchor=www.sec.gov&amp;index=1&amp;md5=837aa208b0d7ee9c660a2232b2254cae" shape="rect">www.sec.gov</a>. Alternatively, you may obtain a copy by visiting <a xmlns="http://www.w3.org/1999/xhtml" rel="nofollow" href="https://cts.businesswire.com/ct/CT?id=smartlink&amp;url=http%3A%2F%2Fir.supermicro.com&amp;esheet=54550915&amp;newsitemid=20260609797060&amp;lan=en-US&amp;anchor=ir.supermicro.com&amp;index=2&amp;md5=656889a5c295df748d7deddd77afac80" shape="rect">ir.supermicro.com</a>, calling our Investor Relations Department at 1-408-503-8000, writing to Investor Relations Department, Super Micro Computer, Inc., 980 Rock Avenue, San Jose, CA 95131 or sending an email to <a xmlns="http://www.w3.org/1999/xhtml" rel="nofollow" href="mailto:IR@supermicro.com" shape="rect">IR@supermicro.com</a>.

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SMCI

Supermicro Announces Proposed $7.0 Billion of Equity and Equity-linked Financing Transactions To Fund AI Orders

SMCI Launches $7B Equity Raise to Fund AI Orders and Expand Capacity

Once a little-known server maker, Super Micro announced a $7 billion equity/equity-linked financing to fund AI component purchases; shares slid about 11% (Dell down 9%) amid broader tech weakness.

Super Micro plunges amid selloff as AI infrastructure leader announces $7B equity raise

<section class="insight" data-version="1">
 <section data-block="information">
 <h3>Information</h3>
 Super Micro Computer, Inc. (NASDAQ:SMCI) (&amp;#34;Supermicro&amp;#34; or the &amp;#34;Company&amp;#34;), a Total IT Solution Manufacturer for AI, Cloud, Storage, and 5G/Edge, today announced a series of concurrent equity and equity-linked financing
 </section>

 <section data-block="ai-summary-paragraph">
 <h3>AI Summary</h3>
 Super Micro Computer disclosed a $7 billion financing package combining underwritten offerings and an ATM program to fund components for AI orders. Proceeds will support roughly $39 billion of AI server orders from more than 20 customers and may be used for debt repayment, working capital, or capital expenditures. The plan implies near-term dilution but strengthens liquidity to fulfill demand.
 </section>

 <section data-block="ai-summary-bullets">
 <h3>Key Points</h3>
 <ul><li>SMCI plans a $7B financing package via concurrent offerings and ATM.</li><li>Underwritten offerings: about $1.25B common stock and $3.75B depositary shares.</li><li>ATM program up to $2B to begin no earlier than 3Q 2026.</li><li>Proceeds fund ~$39B AI server orders from &gt;20 customers; may repay debt.</li><li>Depositary shares convert to Series A mandatory convertible preferred stock, with 2029 auto-conversion; SMCIP.</li></ul>
 </section>

 <section data-block="companies-mentioned">
 <h3>Companies Mentioned</h3>
 <ul><li>Super Micro Computer, Inc. (SMCI): Primary issuer; financing aimed at funding AI-server component purchases and fulfilling large order backlog.</li><li>J.P. Morgan (JPM): Lead underwriter for the offerings; implies sizable, bank-led equity placement.</li><li>Goldman Sachs &amp; Co. LLC (GS): One of the managers for the offerings; signals strong institutional support.</li><li>Citigroup (C): Manager for the offerings; part of the distribution syndicate.</li><li>SMCIP (SMCIP): Symbol for the depositary shares representing 1/20 of Series A mandatory convertible preferred stock; convertible in 2029.</li></ul>
 </section>

 <section data-block="category">
 <h3>Corporate Developments</h3>
 Category: Corporate Developments. This is a structured financing move tied to demand for AI hardware, affecting capital structure and liquidity rather than product/earnings fundamentals in the near term.
 </section>

 <section data-block="market-moving">
 <h3>Market-Moving</h3>
 <ul><li>Large $7B financing reduces funding risk for AI orders but dilutes existing holders.</li><li>ATM and convertible features create potential future share count expansion and dilution.</li><li>Strong AI-order pipeline (~$39B) could drive revenue growth in 2026–2027 if fulfillment accelerates.</li><li>Timeline: ATM begins no earlier than 3Q2026; market response hinges on execution pace.</li></ul>
 </section>

 <section data-block="key-facts">
 <h3>Key Facts</h3>
 <ul><li>$7.0 billion total financing package.</li><li>Underwritten offerings: $5.0B total; about $1.25B common stock and $3.75B depositary shares.</li><li>ATM program: up to $2.0B; starting no earlier than Q3 2026.</li><li>Orders: approximately $39B for AI servers from &gt;20 customers.</li><li>Depositary shares convert to Series A mandatory convertible preferred stock; liquidation prefs $50 per share; auto-convert around June 1, 2029; symbol SMCIP.</li></ul>
 </section>

 <section data-block="trading-thesis">
 <h3>Trading Thesis</h3>
 Near-term dilution risk from new equity and ATM may cap SMCI&#039;s stock, with growth contingent on AI-order execution.
 </section>
</section>



Super Micro Computer, Inc. (NASDAQ:<a class="ticker" href="https://www.benzinga.com/quote/SMCI">SMCI</a>) ("Supermicro" or the "Company"), a Total IT Solution Manufacturer for AI, Cloud, Storage, and 5G/Edge, today announced a series of concurrent equity and equity-linked financing transactions ‎totaling $7.0 billion, in expected aggregate amount, as part of its plan to fund the purchase of components to satisfy the AI orders that the Company has received in recent weeks for its advanced AI servers.


Offerings


The proposed offerings consist of:

<ul xmlns="http://www.w3.org/1999/xhtml" class="bwlistdisc">
<li xmlns="http://www.w3.org/1999/xhtml">
Concurrent underwritten offerings: $5.0 billion underwritten public offerings, consisting of: (1) approximately $1.25 billion of common stock (the "common stock offering") and (2) approximately $3.75 billion of depositary shares (the "depositary share offering"); and

</li>
<li xmlns="http://www.w3.org/1999/xhtml">
At-the-market offering: up to $2.0 billion at-the-market, or ATM, offering program for common stock, expected to begin no earlier than the third quarter of 2026 (the "ATM program").

</li>
</ul>
Use of Proceeds


The Company intends to use a portion of the net proceeds from the offerings, together with proceeds from the ATM program, to fund the purchase of components to satisfy the approximately $39 billion of orders that the Company has received in recent weeks for its advanced AI servers, including its Data Center Building Block Solutions, from more than 20 customers, that the Company plans to fulfill in future quarters. The Company may also use a portion of the net proceeds from the offerings for other general corporate purposes, which may include repayment of debt, additions to working capital and capital expenditures.


Additional Transaction Details:


Underwritten Offerings


The Company expects to grant to the underwriters of each offering a 30-day over-allotment option to purchase additional shares of common stock and additional depositary shares, respectively. The completion of the common stock offering will not be contingent on the completion of the depositary share offering, and the completion of the depositary share offering will not be contingent on the completion of the common stock offering.


ATM Program


In addition to these underwritten offerings, the Company anticipates entering into a distribution agreement with J.P. Morgan, Goldman Sachs &amp; Co. LLC and Citigroup, as managers, pursuant to which the Company may offer and sell, from time to time its common stock up to a maximum aggregate offering amount of up to $2.0 billion. Such sales are not expected to commence until the third quarter of 2026, subject to market conditions and other factors.


Terms of Depositary Shares and Underlying Mandatory Convertible Preferred Stock


Each depositary share that is offered in the public underwritten offering will represent a 1/20th interest in newly issued series A mandatory convertible preferred stock. Holders of the depositary shares will be entitled to a proportional fractional interest in the rights and preferences of the mandatory convertible preferred stock, including conversion, dividend, liquidation and voting rights, subject to the provisions of a deposit agreement. The mandatory convertible preferred stock is expected to have a liquidation preference of $1,000 per share, and each depositary share is expected to have a liquidation preference of $50. Unless earlier converted, each share of mandatory convertible preferred stock will automatically convert, for settlement on or about June 1, 2029, into a variable number of shares of common stock based on the applicable conversion rate, and each depositary share will automatically convert into a number of shares of common stock equal to a proportionate fractional interest in such shares of common stock. The dividend rate, conversion terms and other terms of the mandatory convertible preferred stock will be determined at the time of pricing of the depositary share offering. Currently, there is no public market for the depositary shares or the mandatory convertible preferred stock. The Company intends to apply to list the depositary shares on the Nasdaq Global Select Market under the symbol "SMCIP."


Underwriters


J.P. Morgan, Goldman Sachs &amp; Co. LLC and Citigroup are acting as lead joint bookrunning managers for the offerings. ICR Capital LLC is acting as the Company's financial advisor for the depositary shares offering.


About Supermicro


Supermicro is a Total IT Solutions provider with server, AI, storage, IoT, switch systems, software, and support services.


"Safe Harbor" Statement


This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements include, among other things, the anticipated terms of the common stock offering, depositary share offering and the ATM program, statements regarding the intended use of the net proceeds from the offerings and the ATM program, its intention to enter into a distribution agreement related to the ATM program, and statements regarding the $39 billion of AI orders that the Company has received, which do not constitute firm commitments and are all subject to cancellation, delays and remain subject to fulfillment of the applicable terms and conditions by both parties. Forward-looking statements may be identified by the use of the words "may," "will," "plans," "expect," "intend" and other similar expressions. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. These forward-looking statements are based on management's current expectations and beliefs about future events and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those implied by the forward-looking statements. Among those risks and uncertainties include, but are not limited to, the risks related to whether the Company will consummate the offerings on the expected terms or at all, the intended use of the net proceeds from the offering, including with respect to orders for advanced AI servers, market and general conditions, and risks relating to the Company's business, including those described in periodic reports that the Company files from time to time with the U.S. Securities and Exchange Commission (the "SEC"). The forward-looking statements included in this press release speak only as of the date of this press release, and the Company does not undertake to update the statements included in this press release for subsequent developments, except as may be required by law.


The Company may file a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Company has filed with the SEC for more complete information about the Company and these offerings. You may get these documents for free by visiting EDGAR on the SEC website at <a xmlns="http://www.w3.org/1999/xhtml" rel="nofollow" href="https://cts.businesswire.com/ct/CT?id=smartlink&amp;url=http%3A%2F%2Fwww.sec.gov&amp;esheet=54550915&amp;newsitemid=20260609797060&amp;lan=en-US&amp;anchor=www.sec.gov&amp;index=1&amp;md5=837aa208b0d7ee9c660a2232b2254cae" shape="rect">www.sec.gov</a>. Alternatively, you may obtain a copy by visiting <a xmlns="http://www.w3.org/1999/xhtml" rel="nofollow" href="https://cts.businesswire.com/ct/CT?id=smartlink&amp;url=http%3A%2F%2Fir.supermicro.com&amp;esheet=54550915&amp;newsitemid=20260609797060&amp;lan=en-US&amp;anchor=ir.supermicro.com&amp;index=2&amp;md5=656889a5c295df748d7deddd77afac80" shape="rect">ir.supermicro.com</a>, calling our Investor Relations Department at 1-408-503-8000, writing to Investor Relations Department, Super Micro Computer, Inc., 980 Rock Avenue, San Jose, CA 95131 or sending an email to <a xmlns="http://www.w3.org/1999/xhtml" rel="nofollow" href="mailto:IR@supermicro.com" shape="rect">IR@supermicro.com</a>.

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<a xmlns="http://www.w3.org/1999/xhtml" rel="nofollow" href="mailto:IR@supermicro.com" shape="rect">IR@supermicro.com</a>

Super Micro Computer disclosed a $7 billion financing package combining underwritten offerings and an ATM program to fund components for AI orders. Proceeds will support roughly $39 billion of AI server orders from more than 20 customers and may be used for debt repayment, working capital, or capital expenditures. The plan implies near-term dilution but strengthens liquidity to fulfill demand.

Supermicro Announces Proposed $7.0 Billion of Equity and Equity-linked Financing Transactions To Fund AI Orders

AI Summary

Sentiment Rationale

Trading Thesis

Market-Moving

Key Facts

Companies Mentioned

Corporate Developments

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