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

Super Micro Computer, Inc. (NASDAQ: SMCI) (“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:

• 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
• 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”).

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 & 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.

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