超微电脑美股招股说明书(2026-06-10版)

Super Micro Computer, Inc. % Series A Mandatory Convertible Preferred Stock We are offering 75,000,000 depositary shares (“Depositary Shares”), each of which represents a 1/20th interest in a share of our% Series AMandatory Convertible Preferred Stock, par value $0.001 per share (“Mandatory Convertible Preferred Stock”). The shares of MandatoryConvertible Preferred Stock will be deposited with Computershare Trust Company, N.A., as bank depositary, pursuant to a deposit agreement.Holders of the Depositary Shares will be entitled to a proportional fractional interest in the rights and preferences of the Mandatory ConvertiblePreferred Stock, including conversion, dividend, liquidation and voting rights, subject to the provisions of such deposit agreement. Dividends on our Mandatory Convertible Preferred Stock will be payable on a cumulative basis when, as and if declared by our board of directors,or an authorized committee of our board of directors, at an annual rate of% on the liquidation preference of $1,000 per share. We may paydeclared dividends in cash or, subject to certain limitations, in shares of our common stock, par value $0.001 per share, or in any combination ofcash and common stock on March1, June1, September1 and December1 of each year, commencing on, and including, September1, 2026 andending on, and including, June1, 2029. Each share of our Mandatory Convertible Preferred Stock has a liquidation preference of $1,000 (and, correspondingly, each Depositary Sharerepresents a liquidation preference of $50). Unless earlier converted, each share of our Mandatory Convertible Preferred Stock will automaticallyconvert on the second business day immediately following the last trading day of the final averaging period (as defined below) into betweenandshares of our common stock, subject to anti-dilution adjustments. The number of shares of our common stock issuable on conversionwill be determined based on the average VWAP (as defined herein) of our common stock over the 20 consecutive trading day period beginning on,and including, the 21st scheduled trading day prior to June1, 2029, which we refer to herein as the “final averaging period.” At any time prior toJune1, 2029, a holder of 20 Depositary Shares may cause the bank depositary to convert one share of our Mandatory Convertible Preferred Stock,on such holder’s behalf, into a number of shares of our common stock equal to the minimum conversion rate of, subject to anti-dilutionadjustments. If a holder of 20 Depositary Shares causes the bank depositary to convert one share of our Mandatory Convertible Preferred Stock, onsuch holder’s behalf, during a specified period beginning on the effective date of a fundamental change (as described herein), the conversion ratewill be adjusted under certain circumstances, and such holder will also be entitled to a make whole dividend amount (as described herein). Concurrently with this offering and pursuant to a separate prospectus supplement, we are making a public offering of $1.25billion of shares of ourcommon stock, par value $0.001 per share (“common stock”) (the “Common Stock Offering”). We expect to grant the underwriters of the CommonStock Offering a 30-day option to purchase up to an additional $187.5million of shares of our common stock, solely to cover sales in excess of the$1.25billion of firm shares (the “firm shares”). In addition, concurrently with this offering and pursuant to a separate prospectus supplement, weintend to enter into an equity distribution agreement with certain agents under which we may sell up to $2billion of shares of our common stock in“at-the-market” transactions from time to time (the “ATM Program” and, together with the Common Stock Offering, the “Concurrent FinancingTransactions”). The closing of this offering is not conditioned upon the closing of the Common Stock Offering or entry into the ATM Program.Neither the closing of the Common Stock Offering nor entry into the ATM Program is conditioned upon the closing of this offering. We cannotassure you that the Common Stock Offering or the establishment of the ATM Program will be completed on the terms described herein, or at all.Nothing contained herein shall constitute an offer to sell or a solicitation of an offer to buy any of the common stock being offered in the CommonStock Offering or the common stock being offered from time to time in the ATM Program. See the section titled “Description of the ConcurrentFinancing Transactions.” Table of Contents We intend to use the net proceeds from this offering, together with the net proceeds from the Concurrent Financing Transactions, if completed, to fund the purchase ofcomponents to satisfy the approximately $39 billion of orders that the Company has received in recent weeks for its advanced AI servers, including its Data CenterBuilding 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