超微电脑美股招股说明书(2026-06-12版)

Super Micro Computer, Inc. Common Stock We are offering 45,454,545 shares of our common stock, par value $0.001 per share (“common stock”). Our common stock is listed on The Nasdaq Global Select Market under thesymbol “SMCI.” On June10, 2026, the closing sale price of our common stock was $29.27. Concurrently with this offering and pursuant to a separate prospectus supplement, we are making a public offering (the “Depositary Shares Offering”) of 75,000,000DepositaryShares (“Depositary Shares”), each of which represents a 1/20thinterest in a share of our 7.00% SeriesA Mandatory Convertible Preferred Stock (“Mandatory ConvertiblePreferred Stock”). We have granted the underwriters of the Depositary Shares Offering a 30-day option to purchase up to an additional 11,250,000 Depositary Shares, solely tocover over-allotments. In addition, concurrently with this offering and pursuant to a separate prospectus supplement, we have entered into an equity distribution agreement withcertain agents under which we may sell up to $1,250,000,000 of shares of our common stock in “at-the-market” transactions from time to time (the “ATM Program” and, togetherwith the Depositary Shares Offering, the “Concurrent Financing Transactions”). The closing of this offering is not conditioned upon the closing of the Depositary Shares Offering.The closing of the Depositary Shares Offering is not conditioned upon the closing of this offering. We cannot assure you that the Depositary Shares Offering will be completed onthe 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 Depositary Shares or the MandatoryConvertible Preferred Stock being offered in the Depositary Shares Offering or the common stock being offered from time to time in the ATM Program. See the section titled“Description of the Concurrent Financing Transactions.” 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 of componentsto 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 this offering, together with the netproceeds from the Concurrent Financing Transactions, if completed, for other general corporate purposes, which may include repayment of debt, additions to working capital andcapital expenditures. See the section titled “Use of Proceeds.” Investing in our common stock involves risks. See the section titled “Risk Factors’’ beginning on pageS-5 of this prospectus supplement and in our AnnualReport on Form 10-K for the fiscal year ended June30, 2025 and our Quarterly Reports on Form10-Q for the fiscal quarters ended September30, 2025,December31, 2025 and March31, 2026. Proceeds, before expenses, to Super Micro Computer, Inc. (1)Assumes no exercise of the underwriters’ option to purchase additional shares of common stock described below.(2)See the section titled “Underwriting“ beginning on page S-26 of this prospectus supplement for a description of the compensation payable to the underwriters. We have granted the underwriters a 30-day option to purchase up to 6,818,181 additional shares of our common stock from us at the public offering price, less the underwritingdiscount, to cover sales in excess of the 45,454,545 firm shares (the “firm shares”). Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if thisprospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense. We urge you to carefully read this prospectus supplement and the accompanying prospectus, which describe the terms of the offering, before you make your investment decision.The underwriters expect to deliver the shares of common stock to investors on or about June12, 2026. J.P.Morgan Citigroup Scotiabank Table of Contents TABLE OF CONTENTS Prospectus Supplement About This Prospectus SupplementCautionary Information Regarding Forward-Looking StatementsSummaryThe OfferingRisk FactorsUse of ProceedsDilutionDescription of the Concurrent Financing TransactionsDividend PolicyMaterial United States Federal Income Tax Consequences for non-U.S. HoldersUnderwritingLegal MattersExpertsWhere You Can Find More Information Prospectus Super Micro Computer, Inc.Where You Can Find More InformationCautionary Note on Forward-Looking StatementsUse of ProceedsDescription of Capital StockDescription of Debt SecuritiesDescription of WarrantsDescription of Purchase ContractsDescription of UnitsDescription of Depositary SharesForms of SecuritiesPlan of DistributionValidity of SecuritiesEx