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- Orders Not Firm Commitments, Subject to Cancellation and Delays (new) — The $39B order backlog driving this massive capital raise explicitly lacks firm commitment status and carries material execution risk.
- Substantial Dilution From $7b Equity Raise (new) — Combined common stock offering and future mandatory preferred conversion will significantly dilute existing shareholders, with conversion mechanics creating uncertainty around ultimate dilution magnitude.
Supermicro raises $7B to fund $39B AI server order backlog from 20+ customers
Filed June 12, 2026 · Period ending June 10, 2026 · ~1 min read
Key Changes
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high
Company received ~$39B in AI server orders from 20+ customers in recent weeks, driving need for component financing. Orders are not firm commitments and remain subject to cancellation, delays, and fulfillment conditions.
Exhibit 99.1 view on EDGAR → -
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Priced $1.25B common stock offering (45.5M shares at $27.50) and $3.75B mandatory convertible preferred offering (75M depositary shares at $50, 7% dividend, converts June 2029). Combined with $1.25B ATM program starting Q3 2026, total raise is $7B.
Exhibit 99.2 view on EDGAR → -
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Mandatory convertible preferred stock will automatically convert to common stock on June 1, 2029 at variable rate (30.3040–36.3640 shares per preferred share), deferring dilution for three years while providing immediate capital.
Exhibit 99.2 view on EDGAR → -
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Amended credit facility to permit preferred stock dividend payments, subject to maintaining minimum 2.00:1.00 fixed charge coverage ratio.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
Summary
Supermicro disclosed a $7 billion equity raise to fund component purchases for approximately $39 billion in AI server orders received from more than 20 customers in recent weeks.
The capital structure includes $1.25 billion in common stock (45.5 million shares at $27.50), $3.75 billion in 7% mandatory convertible preferred stock (via depositary shares at $50 each), and up to $1.25 billion through an at-the-market program starting Q3 2026.
The mandatory preferred will automatically convert to common stock on June 1, 2029 at a variable rate between 30.3040 and 36.3640 shares per preferred share, deferring dilution for three years. The order backlog represents a substantial demand signal for Supermicro's AI server solutions, but the company explicitly disclosed these orders are not firm commitments and remain subject to cancellation, delays, and fulfillment of terms and conditions by both parties. This creates material execution risk: the company is raising $7 billion in equity capital against a backlog that could shrink or evaporate before fulfillment. The immediate common stock offering dilutes existing shareholders by approximately 45.5 million shares (or 52.3 million with full greenshoe exercise), while the mandatory convertible preferred defers an additional 113.6–136.4 million shares of dilution until 2029. Investors should monitor order conversion rates, customer concentration risk among the 20+ customers, and the company's ability to secure components at economics that preserve margins on these orders.
Section-by-Section Diff
Event · Exhibit 99.1
Added in current filing · view on EDGAR →
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.
Supermicro disclosed a $7.0 billion capital raise through multiple equity offerings: $1.25 billion in common stock, $3.75 billion in depositary shares representing mandatory convertible preferred stock, and up to $2.0 billion through an at-the-market program starting Q3 2026. The proceeds will fund component purchases for AI server orders.
Added in current filing · view on EDGAR →
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 received approximately $39 billion in orders for advanced AI servers from more than 20 customers in recent weeks. These orders are planned for fulfillment in future quarters and are the primary driver for the capital raise. The filing notes these orders do not constitute firm commitments and remain subject to cancellation, delays, and fulfillment of terms and conditions.
Added in current filing · view on EDGAR →
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. ... 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
The depositary shares represent fractional interests in new mandatory convertible preferred stock with $1,000 liquidation preference per share ($50 per depositary share). The preferred stock will automatically convert to common stock on or about June 1, 2029, at a variable conversion rate to be determined at pricing. This structure provides near-term capital while deferring dilution until 2029.
Added in current filing · view on EDGAR →
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.
The company explicitly disclosed that the $39 billion in orders are not firm commitments and remain subject to cancellation, delays, and fulfillment of terms and conditions by both parties. This represents material uncertainty around the revenue backlog driving the capital raise.
Show 1 minor / wording change
Added in current filing · view on EDGAR →
J.P. Morgan, Goldman Sachs & 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.
The company engaged J.P. Morgan, Goldman Sachs, and Citigroup as lead underwriters for the $5 billion concurrent offerings, with ICR Capital as financial advisor for the depositary share component. These firms will also manage the $2 billion ATM program expected to begin in Q3 2026.
Event · Exhibit 99.2
Added in current filing · view on EDGAR →
Supermicro priced concurrent underwritten public offerings of 45,454,545 shares of common stock at a public offering price of $27.50 per share and 75,000,000 depositary shares, each representing a 1/20th interest in a share of newly issued 7.0% series A mandatory convertible preferred stock at a public offering price of $50 per share. Supermicro has granted to the underwriters of each offering a 30-day option to purchase 6,818,181 additional shares of common stock and 11,250,000 additional depositary shares, respectively.
The company priced an underwritten public offering of 45.5 million common shares at $27.50 per share, raising approximately $1.25 billion in gross proceeds (or $1.44 billion if underwriters exercise their full over-allotment option). The offering is expected to close June 12, 2026. Net proceeds after underwriting discounts and expenses will be approximately $1.22 billion, assuming no over-allotment exercise.
Added in current filing · view on EDGAR →
75,000,000 depositary shares, each representing a 1/20th interest in a share of newly issued 7.0% series A mandatory convertible preferred stock at a public offering price of $50 per share ... The net proceeds from the offering of depositary shares will be approximately $3.68 billion (assuming the underwriters of the offering do not exercise their over-allotment option to purchase additional depositary shares), after deducting underwriting discounts and estimated offering expenses payable by Supermicro.
The company priced an offering of 75 million depositary shares representing interests in 7.0% mandatory convertible preferred stock at $50 per depositary share, raising $3.75 billion in gross proceeds. Net proceeds will be approximately $3.68 billion. The preferred stock pays 7.0% annual dividends and will automatically convert to common stock on June 1, 2029 at a conversion rate between 30.3040 and 36.3640 shares per preferred share (1.5152 to 1.8182 shares per depositary share), based on the common stock's volume-weighted average price over a 20-day averaging period.
Added in current filing · view on EDGAR →
the Company entered 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 $1.25 billion. Such sales are not expected to commence until the third quarter of 2026, subject to market conditions and other factors.
The company established a $1.25 billion at-the-market (ATM) offering program allowing it to sell common stock over time through J.P. Morgan, Goldman Sachs, and Citigroup. Sales under this program are not expected to begin until Q3 2026 and will depend on market conditions. This provides additional equity-raising capacity beyond the two concurrent underwritten offerings.
Added in current filing · view on EDGAR →
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 disclosed it has received approximately $39 billion in orders for advanced AI servers from more than 20 customers in recent weeks. The net proceeds from the equity offerings and ATM program will be used to fund component purchases to fulfill these orders in future quarters. The company may also use proceeds for general corporate purposes including debt repayment, working capital, and capital expenditures.
Added in current filing · view on EDGAR →
The gross proceeds of these offerings, together with potential gross proceeds of Supermicro’s $1.25 billion at-the-market, or ATM, offering program for the sale of common stock over time, represent a total potential equity raise of $7.0 billion, inclusive of the underwriters’ options to purchase additional shares and additional depositary shares for the common stock offering and the depositary shares offering, respectively.
The combined equity-raising capacity across the common stock offering, mandatory convertible preferred offering, and ATM program totals $7.0 billion in gross proceeds, assuming full exercise of underwriters' over-allotment options. This represents a substantial capital raise to fund the company's AI server order backlog and other corporate purposes.
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On June 11, 2026, Super Micro Computer, Inc., a Delaware corporation (the “Company”) entered into a distribution agreement (the “Distribution Agreement”) with J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC and Citigroup Global Markets Inc., as agents (each, an “Agent” and collectively, the “Agents”), to sell shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”) having aggregate sales proceeds of up to $1.25 billion (the “Shares”), from time to time, through an “at-the-market” offering program (the “ATM Offering”).
The company established an at-the-market equity offering program allowing it to sell up to $1.25 billion of common stock over time through three investment banks acting as agents. Sales will occur at prevailing market prices with agent commissions up to 1.0% of gross proceeds. The company controls timing and pricing and can suspend or terminate the program at any time.
Added in current filing · verify on EDGAR →
On June 10, 2026, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC, as the representatives of the underwriters (the “Underwriters”), pursuant to which the Company agreed to issue and sell 45,454,545 shares of Common Stock to the Underwriters (the “Common Stock Offering”). Pursuant to the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to an additional 6,818,181 shares of Common Stock.
The company priced an underwritten public offering of 45,454,545 shares of common stock, with underwriters holding a 30-day option to purchase up to 6,818,181 additional shares. This represents immediate equity capital raised through a traditional underwritten deal, separate from the ATM program. Combined with the full greenshoe, the offering could total approximately 52.3 million shares.
Added in current filing · verify on EDGAR →
On June 10, 2026, the Company entered into Amendment No. 2 (“Amendment No. 2”) to the Credit Agreement, dated December 29, 2025 (as amended by Amendment No. 1, dated as of January 26, 2026 and as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Company, as lead borrower, the various financial institutions from time to time party thereto, as lenders, and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent. Amendment No. 2 modified the Credit Agreement to, among other things, provide the Company additional capacity under the Credit Agreement to make distributions in respect of certain series of its mandatory convertible preferred stock, subject to maintaining a pro forma Fixed Charge Coverage Ratio (as defined in the Credit Agreement) of at least 2.00:1.00.
The company amended its credit facility to gain additional flexibility to pay dividends on mandatory convertible preferred stock, provided it maintains a minimum fixed charge coverage ratio of 2.00:1.00. This suggests the company has or plans to issue mandatory convertible preferred stock and needed lender consent to make the required distributions without violating debt covenants.
Event · Item 7.01 — Regulation FD Disclosure
SMCI announced a common stock offering and an ATM offering via press releases, with a preferred stock offering expected to close June 15, 2026.
Added in current filing · verify on EDGAR →
Copies of the Company’s press releases related to the announcements of the Common Stock Offering and the ATM Offering set forth under Item 1.01 are furnished as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K.
The company disclosed it is conducting a common stock offering and an at-the-market (ATM) offering. The specific terms, size, and pricing of these offerings are detailed in the press releases attached as exhibits, which are not included in this 8-K body.
Added in current filing · verify on EDGAR →
The offering of depositary shares representing Series A mandatory convertible preferred stock that is also described in these press releases is expected to close June 15, 2026 and will be described in a Current Report on Form 8-K filed on that date.
The company announced an offering of depositary shares representing Series A mandatory convertible preferred stock, expected to close on June 15, 2026. Full details will be disclosed in a subsequent 8-K filing on that date. Mandatory convertible preferred stock will automatically convert to common stock at a future date, potentially diluting existing shareholders.
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