Closing of $2.3 Billion Supermicro Convertible Senior Notes Due 2030

Super Micro Computer, Inc. announced the closing of $2.3 billion aggregate principal amount of convertible senior notes due 2030 including the exercise in full of the option granted to the initial purchasers to purchase up to $300.0 million aggregate principal amount of notes.

“We want to thank our investors who share our vision,” said Charles Liang, CEO and founder. “As customer demand for next gen GPU platforms continues to build, this was an opportunistic capital raise that strengthens the balance sheet with minimal dilution, ensuring continued support of customers’ aggressive growth plans for AI enabled DCBBS solutions to accelerate their build out.“

The convertible offering was structured with an attractive 0.00% interest rate, a five-year maturity and an initial conversion price of $55.20 per share, 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 and, coupled with our concurrent stock repurchase and capped call, was designed to minimize shareholder impact.

As part of the transaction, Supermicro purchased a capped call hedge to increase the effective conversion premium to 100% of Supermicro’s share price on June 23, 2025. As a result of the related capped call transactions, dilution or cash obligations upon a conversion of the notes should be mitigated by the increase in the effective conversion price of the notes to $81.78 per share of Supermicro’s common stock, which represents a premium of 100% over the last reported sale price of Supermicro’s common stock of $40.89 per share on June 23, 2025.

Supermicro also purchased approximately $200 million in shares of its common stock from purchasers of the notes, which was intended to reduce the potential impact of certain hedging activities in connection with the offering.

Supermicro has the optionality to settle any conversions in cash, shares of its common stock, or a combination of cash and shares to further influence potential dilution or cash obligations upon any future conversion of the notes.