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Standing Risk Factors

  • Accounting (unchanged) — BDO USA issued an adverse opinion on internal control over financial reporting as of June 30, 2025, the most severe auditor conclusion, indicating material weaknesses exist.
  • Related-Party (unchanged) — Ablecom and Compuware (controlled by CEO's brother) represented 3.3% of cost of sales in FY2025; sales to the Company constitute a majority of their revenue. CEO has $16.8M personal loan from his brother's spouse.
  • Product / Regulatory Liability (unchanged) — March 2026 indictment of three former associates for alleged export control violations; active SEC, DOJ (three U.S. Attorney's Offices), and BIS investigations with multiple subpoenas on customers, controls, and export compliance.
NASDAQ: SMCI Super Micro Computer, Inc. 424B5

Super Micro Computer prices 45.5M-share offering at $27.50, raising $1.2B net proceeds

Filed June 12, 2026 · ~2 min read

Offering filing cluster

Same offering
  1. 424B5 Jun 10, 2026 Super Micro prices $3.75B mandatory convertible preferred offering at $50/depositary share EDGAR →
  2. 424B5 Jun 12, 2026 This filing EDGAR →
  3. 8-K Jun 12, 2026 Supermicro raises $7B to fund $39B AI server order backlog from 20+ customers EDGAR →

Key Changes

  • high

    Super Micro Computer offers 45,454,545 shares at $27.50 per share, raising $1.2B in net proceeds (after underwriting discount). Concurrent offerings: $3.7B from mandatory convertible preferred stock and up to $1.25B from an at-the-market program.

    The Offering verify on EDGAR →
  • high

    Net proceeds will fund component purchases for approximately $39B of AI server orders received from more than 20 customers in recent weeks, to be fulfilled in future quarters.

    Use of Proceeds verify on EDGAR →
  • high

    Implied post-offering market capitalization: $17.8B (646.8M shares outstanding at $27.50). New investors face $13.90 per share immediate dilution; concurrent mandatory convertible preferred will convert into up to 136.4M additional common shares by June 2029.

    Dilution verify on EDGAR →

4 more material changes behind this preview — plus the full narrative summary, section-by-section diffs against the prior filing, and verbatim quotes with EDGAR citations.

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View original filing on SEC.gov

Source-verified from EDGAR · Narrative written by AI · Jul 16, 2026 · How we verify