Short answer
Supermicro (SMCI) filed an 8-K current report with the SEC on June 15, 2026 reporting Item 1.01 (Entry into a Material Definitive Agreement), Item 3.03 (Material Modification to Rights of Security Holders), Item 5.03 (Amendments to Articles of Incorporation or Bylaws). $75 million-equivalent depositary shares issued, each representing 1/20th of 7.00% mandatory convertible preferred stock.
Supermicro 8-K event analysis
AI summary of each reported item and its exhibits
Item 1.01 · Entry into a Material Definitive Agreement
- $75 million-equivalent depositary shares issued, each representing 1/20th of 7.00% mandatory convertible preferred stock
- Gross liquidation preference represented: $3.75 billion, based on 75,000,000 shares at $50 each
- Underwriters received a 30-day option for 11,250,000 additional depositary shares for over-allotments
- Offering closed June 15, 2026, increasing capital while creating mandatory conversion and preferred-dividend obligations
- Certificate of designations establishes preferred-stock rights, potentially affecting common-share ownership and dilution upon conversion
Item 3.03 · Material Modification to Rights of Security Holders
- Mandatory Convertible Preferred Stock now ranks ahead of common stock for dividends, distributions, repurchases and liquidation proceeds
- 7.00% annual dividend on $1,000 liquidation preference, payable quarterly beginning September 1, 2026
- Dividends may be paid in cash, common shares or a combination, potentially increasing dilution and cash-flow pressure
- Mandatory conversion by June 2029 into 30.3040–36.3640 common shares per preferred share, subject to adjustments
- Common-stock holders face dividend restrictions and potential dilution; preferred holders receive priority in liquidation практи.
Item 5.03 · Amendments to Articles of Incorporation or Bylaws
- 7.00% Series A Mandatory Convertible Preferred Stock created effective June 15, 2026
- Preferred stock issuance supported by underwriting agreement with J.P. Morgan and Goldman Sachs
- Deposit agreement establishes depositary shares for preferred-stock holders
- Mandatory conversion creates potential future common-share dilution for existing shareholders
Generated from the filing text and exhibits; verify against the original. What 8-K item codes mean
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