Supermicro Announces Pricing of Private Offering of $2.0 Billion of Convertible Senior Notes Due 2030

Super Micro Computer, Inc. (NASDAQ: SMCI) (“Supermicro” or the “Company”), a Total IT Solution Manufacturer for AI, Cloud, Storage, and 5G/Edge, today announced the pricing of $2.0 billion aggregate principal amount of convertible senior notes due 2030 (the “Convertible Notes”). The Convertible Notes are being offered and sold to persons reasonably believed to be “qualified institutional buyers” pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The Company also granted an option to the initial purchasers to purchase up to an additional $300.0 million aggregate principal amount of the Convertible Notes within a 13-day period from, and including, the date the Convertible Notes are first issued.

The Convertible Notes will be senior, unsecured obligations of the Company. The Convertible Notes will not bear regular interest, and the principal amount of the Convertible Notes will not accrete. Special interest and additional interest will accrue on the Convertible Notes in the circumstances and at the rates described in the indenture governing the Convertible Notes.

The Convertible Notes will have an initial conversion rate of 18.1154 shares of the Company's common stock per $1,000 principal amount of Convertible Notes (which is equivalent to an initial conversion price of approximately $55.20 per share of the Company’s common stock, representing an initial conversion premium of approximately 35.0% above the closing price of $40.89 per share of the Company’s common stock on June 23, 2025). The conversion rate and conversion price will be subject to adjustment upon the occurrence of certain events.

The Convertible Notes will be redeemable, in whole or in part (subject to a partial redemption limitation of $100.0 million as described in the indenture governing the Convertible Notes (the “indenture”)), for cash at the Company’s option at any time, and from time to time, on or after June 15, 2028 and on or before the 20th scheduled trading day immediately before the maturity date, but only if: (i) the Convertible Notes are “freely tradable” (as defined in the indenture), and all accrued and unpaid additional interest, if any, has been paid, as of the date the Company sends the related redemption notice; and (ii) the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price for a specified period of time. The redemption price will be equal to the principal amount of the notes to be redeemed, plus accrued and unpaid special and additional interest, if any, to, but excluding, the redemption date.