Super Micro Computer (SMCI) investor relations material

Offering details and capital strategy

• Launching SEC-registered common stock ($1.25B + 15% green shoe) and mandatory convertible preferred stock ($3.75B + 15% green shoe), maturing June 2029 with 6.5%-7% expected dividend.

• Threshold appreciation range for preferred shares is 17.5%-22.5%; shares are non-call life and 100% primary.

• Equity distribution agreement allows up to $2B in at-the-market common stock sales, expected to start no earlier than Q3 2026.

• Net proceeds will fund working capital, growth, and business expansion.

• Joint lead book-runners are JPMorgan, Goldman Sachs, and Citibank; pricing expected after market close on June 10.

Business momentum and operational highlights

• Trailing 12-month revenue reached $34B, with significant capacity expansion and 6,000 rack/month capability (3,000 liquid cooled).

• Over 1,000 customers in 100 countries; strong global presence and innovation track record.

• Addressing a $2T-$4T total addressable market, focusing on hyperscale, AI factory build-outs, and data center solutions.

• DCBBS (Data Center Building Block Solutions) enables rapid, integrated deployments and supports gross margin expansion.

• $39B in recent AI orders from 20 customers to be fulfilled over several quarters, including into fiscal 2027.

Financial performance and guidance

• Four-year revenue CAGR of 58% (FY21-FY25), with consistent profitable growth and operating leverage.

• Revenue grew from $3.5B in FY21 to $34B in the latest trailing 12 months.

• Non-GAAP gross margin increased from 9.7% to 10.1%, and operating margin from 5% to 7.3% YoY.

• Non-GAAP EPS rose from $0.31 to $0.84 YoY; trailing 12-month EPS at $2.29.

• Capital raised will primarily support order fulfillment, with potential for debt repayment if excess cash is available.