SMCI · Super Micro Computer, Inc. · Debt

On June 26, 2025, Super Micro Computer, Inc. (the “Company,” “we,” “us” or “our”) completed its previously announced sale of $2.3 billion in aggregate principal amount of 0.00% Convertible Senior Notes due 2030 (the “Convertible Notes”), including $300 million in aggregate principal amount of the Convertible Notes purchased pursuant to the exercise by the initial purchasers of the Convertible Notes (the “Initial Purchasers”) of the option (the “Notes Option”) to purchase additional Convertible Notes, in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The Convertible Notes were issued under an indenture, dated as of June 26, 2025, (the “Indenture”) between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).

Issuer evidence: On June 26, 2025, Super Micro Computer, Inc. (the “Company,” “we,” “us” or “our”) completed its previously announced sale of $2.3 billion in aggregate principal amount of 0.00% Convertible Senior Notes due 2030 (the “Convertible Notes”), including $300 million in aggregate principal amount of the Convertible Notes purchased pursuant to the exercise by the initial purchasers of the Convertible Notes (the “Initial Purchasers”) of the option (the “Notes Option”) to purchase additional Convertible Notes, in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The Convertible Notes were issued under an indenture, dated as of June 26, 2025, (the “Indenture”) between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).

Supporting evidence: On June 26, 2025, Super Micro Computer, Inc. (the “Company,” “we,” “us” or “our”) completed its previously announced sale of $2.3 billion in aggregate principal amount of 0.00% Convertible Senior Notes due 2030 (the “Convertible Notes”), including $300 million in aggregate principal amount of the Convertible Notes purchased pursuant to the exercise by the initial purchasers of the Convertible Notes (the “Initial Purchasers”) of the option (the “Notes Option”) to purchase additional Convertible Notes, in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The Convertible Notes were issued under an indenture, dated as of June 26, 2025, (the “Indenture”) between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).

Supporting evidence: On June 26, 2025, Super Micro Computer, Inc. (the “Company,” “we,” “us” or “our”) completed its previously announced sale of $2.3 billion in aggregate principal amount of 0.00% Convertible Senior Notes due 2030 (the “Convertible Notes”), including $300 million in aggregate principal amount of the Convertible Notes purchased pursuant to the exercise by the initial purchasers of the Convertible Notes (the “Initial Purchasers”) of the option (the “Notes Option”) to purchase additional Convertible Notes, in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The Convertible Notes were issued under an indenture, dated as of June 26, 2025, (the “Indenture”) between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).

On May 19, 2022 (the “Effective Date”), Super Micro Computer, Inc., a Delaware corporation (the “Company”), entered into a Loan Agreement (the “Loan Agreement”) with Cathay Bank (the “Bank”) pursuant to which the Bank has agreed to provide a revolving line of credit of up to $132 million (the “Commitment”) for the five-year period following the Effective Date. On the fifth anniversary of the Effective Date, the total outstanding borrowings under the Loan Agreement will automatically be converted into a five-year term loan. The interest rate under the Loan Agreement is based upon either the SOFR index or prime rate index, at the Company’s quarterly election, plus a tiered spread that is based upon the average amounts deposited by the Company at the Bank as a percentage of the Commitment. The spread is either 1.65% or 2.0% if the index is SOFR index, or 1.25% or 1.00% if the spread is the prime rate index with the higher spread applying in each case if an amount less than 25% of the facility amount is on deposit with the Bank. Interest is payable monthly during the five-year period following the Effective Date. After conversion to a term loan on the fifth anniversary of the Effective Rate, interest is payable monthly based on a 20-year amortization schedule with the unpaid balance due at maturity. The Loan Agreement has customary default provisions and is cross defaulted with other indebtedness to the extent such default causes a material adverse effect with respect to the Commitment. The Company is required to comply with certain covenants, including maintaining a fixed charge coverage ratio of at least 1:15:1.00. The Company is required to pay the Bank an unused facility fee in the amount of 0.15% per annum of the undrawn Commitment payable quarterly in arrears.

Issuer evidence: On May 19, 2022 (the “Effective Date”), Super Micro Computer, Inc., a Delaware corporation (the “Company”), entered into a Loan Agreement (the “Loan Agreement”) with Cathay Bank (the “Bank”) pursuant to which the Bank has agreed to provide a revolving line of credit of up to $132 million (the “Commitment”) for the five-year period following the Effective Date. On the fifth anniversary of the Effective Date, the total outstanding borrowings under the Loan Agreement will automatically be converted into a five-year term loan. The interest rate under the Loan Agreement is based upon either the SOFR index or prime rate index, at the Company’s quarterly election, plus a tiered spread that is based upon the average amounts deposited by the Company at the Bank as a percentage of the Commitment. The spread is either 1.65% or 2.0% if the index is SOFR index, or 1.25% or 1.00% if the spread is the prime rate index with the higher spread applying in each case if an amount less than 25% of the facility amount is on deposit with the Bank. Interest is payable monthly during the five-year period following the Effective Date. After conversion to a term loan on the fifth anniversary of the Effective Rate, interest is payable monthly based on a 20-year amortization schedule with the unpaid balance due at maturity. The Loan Agreement has customary default provisions and is cross defaulted with other indebtedness to the extent such default causes a material adverse effect with respect to the Commitment. The Company is required to comply with certain covenants, including maintaining a fixed charge coverage ratio of at least 1:15:1.00. The Company is required to pay the Bank an unused facility fee in the amount of 0.15% per annum of the undrawn Commitment payable quarterly in arrears.

Supporting evidence: On May 19, 2022 (the “Effective Date”), Super Micro Computer, Inc., a Delaware corporation (the “Company”), entered into a Loan Agreement (the “Loan Agreement”) with Cathay Bank (the “Bank”) pursuant to which the Bank has agreed to provide a revolving line of credit of up to $132 million (the “Commitment”) for the five-year period following the Effective Date. On the fifth anniversary of the Effective Date, the total outstanding borrowings under the Loan Agreement will automatically be converted into a five-year term loan. The interest rate under the Loan Agreement is based upon either the SOFR index or prime rate index, at the Company’s quarterly election, plus a tiered spread that is based upon the average amounts deposited by the Company at the Bank as a percentage of the Commitment. The spread is either 1.65% or 2.0% if the index is SOFR index, or 1.25% or 1.00% if the spread is the prime rate index with the higher spread applying in each case if an amount less than 25% of the facility amount is on deposit with the Bank. Interest is payable monthly during the five-year period following the Effective Date. After conversion to a term loan on the fifth anniversary of the Effective Rate, interest is payable monthly based on a 20-year amortization schedule with the unpaid balance due at maturity. The Loan Agreement has customary default provisions and is cross defaulted with other indebtedness to the extent such default causes a material adverse effect with respect to the Commitment. The Company is required to comply with certain covenants, including maintaining a fixed charge coverage ratio of at least 1:15:1.00. The Company is required to pay the Bank an unused facility fee in the amount of 0.15% per annum of the undrawn Commitment payable quarterly in arrears.

On June 17, 2023, Super Micro Computer Inc., Taiwan (the “Subsidiary”), a Taiwan corporation and wholly-owned subsidiary of Super Micro Computer, Inc. (the “Company”) entered into a Notification and Confirmation of Credit Conditions (the “Notification and Confirmation”) with E.SUN Bank (“E.SUN Bank”). Pursuant to the Notification and Confirmation, the Subsidiary and E.SUN Bank agreed to drawdowns of up to US$30 million for an import o/a financing loan with a tenor of 120 days (the “Import O/A Loan”). The period of use is between May 16, 2023 and May 16, 2024. The interest rate thereunder is based on TAIFX3 plus a fixed margin, subject to negotiation on a monthly basis and adjustment under certain circumstances. Interest payments are due on a monthly basis, and principal is repayable on the due date. The Import O/A Loan is not secured.

Issuer evidence: On June 17, 2023, Super Micro Computer Inc., Taiwan (the “Subsidiary”), a Taiwan corporation and wholly-owned subsidiary of Super Micro Computer, Inc. (the “Company”) entered into a Notification and Confirmation of Credit Conditions (the “Notification and Confirmation”) with E.SUN Bank (“E.SUN Bank”). Pursuant to the Notification and Confirmation, the Subsidiary and E.SUN Bank agreed to drawdowns of up to US$30 million for an import o/a financing loan with a tenor of 120 days (the “Import O/A Loan”). The period of use is between May 16, 2023 and May 16, 2024. The interest rate thereunder is based on TAIFX3 plus a fixed margin, subject to negotiation on a monthly basis and adjustment under certain circumstances. Interest payments are due on a monthly basis, and principal is repayable on the due date. The Import O/A Loan is not secured.

Supporting evidence: On June 17, 2023, Super Micro Computer Inc., Taiwan (the “Subsidiary”), a Taiwan corporation and wholly-owned subsidiary of Super Micro Computer, Inc. (the “Company”) entered into a Notification and Confirmation of Credit Conditions (the “Notification and Confirmation”) with E.SUN Bank (“E.SUN Bank”). Pursuant to the Notification and Confirmation, the Subsidiary and E.SUN Bank agreed to drawdowns of up to US$30 million for an import o/a financing loan with a tenor of 120 days (the “Import O/A Loan”). The period of use is between May 16, 2023 and May 16, 2024. The interest rate thereunder is based on TAIFX3 plus a fixed margin, subject to negotiation on a monthly basis and adjustment under certain circumstances. Interest payments are due on a monthly basis, and principal is repayable on the due date. The Import O/A Loan is not secured.

Supporting evidence: On June 17, 2023, Super Micro Computer Inc., Taiwan (the “Subsidiary”), a Taiwan corporation and wholly-owned subsidiary of Super Micro Computer, Inc. (the “Company”) entered into a Notification and Confirmation of Credit Conditions (the “Notification and Confirmation”) with E.SUN Bank (“E.SUN Bank”). Pursuant to the Notification and Confirmation, the Subsidiary and E.SUN Bank agreed to drawdowns of up to US$30 million for an import o/a financing loan with a tenor of 120 days (the “Import O/A Loan”). The period of use is between May 16, 2023 and May 16, 2024. The interest rate thereunder is based on TAIFX3 plus a fixed margin, subject to negotiation on a monthly basis and adjustment under certain circumstances. Interest payments are due on a monthly basis, and principal is repayable on the due date. The Import O/A Loan is not secured.

On August 9, 2022 (the “E.SUN Bank Effective Date”), the Subsidiary entered into a new General Credit Agreement with E.SUN Bank, which replaced the Prior E.SUN Bank Credit Facility (the “New E.SUN Bank Credit Facility”). The New E.SUN Bank Credit Facility permits borrowings of up to (i) NTD1.8 billion ($61 million U.S. dollar equivalent) and (ii) US$30 million as loans. Other terms of the New E.SUN Bank Credit Facility are substantially identical to the Prior E.SUN Bank Credit Facility.

Issuer evidence: Super Micro Computer Inc., Taiwan (the “Subsidiary”), a Taiwan corporation and wholly-owned subsidiary of Super Micro Computer, Inc. (the “Company”) was party to that certain General Credit Agreement, dated September 13, 2021, with E.SUN Bank (“E.SUN Bank”), which provided for borrowings of up to (i) NTD1.6 billion ($57 million U.S. dollar equivalent) and (ii) US$30 million as loans, advances, acceptances, bills, bank guarantees, overdrafts, letters of credit, and other types of drawdown instruments (the “Prior E.SUN Bank Credit Facility”).

Supporting evidence: Generally, interest for base rate loans made under the New E.SUN Bank Credit Facility are based upon an average interbank overnight call loan rate in the finance industry (such as TAIFX) plus a fixed margin, and is subject to occasional adjustment. The New E.SUN Bank Credit Facility has customary default provisions permitting E.SUN Bank to terminate or reduce the credit limit, shorten the credit period, or deem all liabilities due and payable, including in the event the Subsidiary has an overdue liability at another financial organization. The Company is not a guarantor of the New E.SUN Bank Credit Facility.

Supporting evidence: On August 9, 2022 (the “E.SUN Bank Effective Date”), the Subsidiary entered into a new General Credit Agreement with E.SUN Bank, which replaced the Prior E.SUN Bank Credit Facility (the “New E.SUN Bank Credit Facility”).

Supporting evidence: On August 9, 2022 (the “E.SUN Bank Effective Date”), the Subsidiary entered into a new General Credit Agreement with E.SUN Bank, which replaced the Prior E.SUN Bank Credit Facility (the “New E.SUN Bank Credit Facility”). The New E.SUN Bank Credit Facility permits borrowings of up to (i) NTD1.8 billion ($61 million U.S. dollar equivalent) and (ii) US$30 million as loans. Other terms of the New E.SUN Bank Credit Facility are substantially identical to the Prior E.SUN Bank Credit Facility.