Supermicro Announces Pricing of Public Offering of Common Stock

Super Micro Computer, Inc. (“Supermicro” or the “Company”) (Nasdaq: SMCI) , today announced the pricing of its previously announced underwritten public offering of 2,000,000 shares of its common stock at a public offering price of $875.00 per share. Additionally, the Company has granted the underwriter a 30-day option to purchase up to an additional 300,000 shares of common stock at the public offering price, less underwriting discounts and commissions. The gross proceeds to Supermicro are expected to be $1.75 billion before deducting underwriting discounts, commissions and estimated offering expenses, and assuming no exercise of the underwriter’s option to purchase additional shares. The offering is expected to close on or about March 22, 2024, subject to customary closing conditions.

The Company currently intends to use the proceeds from the offering to support its operations, including for purchase of inventory and other working capital needs, manufacturing capacity expansion and increased R&D investments.

Goldman Sachs & Co. LLC is acting as sole underwriter and sole book-running manager for the offering.

The offering is being made pursuant to an effective registration statement on Form S-3 that was filed with the Securities and Exchange Commission (the “SEC”) on March 19, 2024. A final prospectus relating to the offering will be filed with the SEC and may be obtained, when available, by contacting Goldman Sachs & Co. LLC, 200 West Street, New York, NY 10282, Attention: Prospectus Department, by telephone at (866) 471-2526 or by emailing prospectus-ny@ny.email.gs.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any offer or sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Super Micro Computer, Inc.

Supermicro (NASDAQ: SMCI) is a global leader in Application-Optimized Total IT Solutions. Founded and operating in San Jose, California, Supermicro is committed to delivering first to market innovation for Enterprise, Cloud, AI, and 5G Telco/Edge IT Infrastructure. We are a Total IT Solutions manufacturer with server, AI, storage, IoT, switch systems, software, and support services. Supermicro's motherboard, power, and chassis design expertise further enables our development and production, enabling next generation innovation from cloud to edge for our global customers. Our products are designed and manufactured in-house (in the US, Taiwan, and the Netherlands), leveraging global operations for scale and efficiency and optimized to improve TCO and reduce environmental impact (Green Computing). The award-winning portfolio of Server Building Block Solutions® allows customers to optimize for their exact workload and application by selecting from a broad family of systems built from our flexible and reusable building blocks that support a comprehensive set of form factors, processors, memory, GPUs, storage, networking, power, and cooling solutions (air-conditioned, free air cooling or liquid cooling).

Supermicro, Server Building Block Solutions, and We Keep IT Green are trademarks and/or registered trademarks of Super Micro Computer, Inc.

All other brands, names, and trademarks are the property of their respective owners.

Forward-Looking Statements

Except for historical information, certain statements in this press release, including statements regarding the closing of the offering, are forward-looking in nature and are subject to risks, uncertainties and assumptions about Supermicro and its business, including, without limitation, risks and uncertainties related to market conditions and whether the proposed offering will be completed on the expected terms or at all. Such forward-looking statements involve substantial risks and uncertainties that relate to future events and the actual results could differ significantly from those expressed or implied by the forward-looking statements. Any forward-looking statements are based on Supermicro’s current expectations, estimates and assumptions regarding future events and are applicable only as of the dates of such statements. Supermicro makes no commitment to revise or update any forward-looking statements in order to reflect events or circumstances that may change, except as required by law. For a further description of the risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to Supermicro’s business in general, please refer to the “Risk Factors” section in Supermicro’s automatically effective shelf registration statement on Form S-3 filed with SEC on March 19, 2024 and the documents incorporated by reference therein, including its Annual Report on Form 10-K filed with the SEC on August 28, 2023 and its Quarterly Reports on Form 10-Q for the quarters ended September 30, 2023 and December 31, 2023, filed with the SEC on November 3, 2023 and February 2, 2024 respectively.

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