0001375365false00013753652024-09-262024-09-26


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
  
__________________________________________________________________________

FORM 8-K
 
__________________________________________________________________________

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 26, 2024
 

SUPER MICRO COMPUTER, INC.
(Exact name of registrant as specified in its charter)
 

Delaware001-3338377-0353939
(State or other jurisdiction
of incorporation)		(Commission File Number)(I.R.S. Employer
Identification No.)
980 Rock Avenue, San Jose, California 95131
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: (408) 503-8000
Not Applicable
(Former name or former address, if changed since last report)
 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered or to be registered pursuant to Section 12(b) of the Act:
 
Title of each class Trading
Symbol(s)		 Name of each exchange
on which registered
Common Stock, $0.001 par value SMCI The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨




Item 8.01Other Events

On September 26, 2024, Super Micro Computer, Inc. (the “Company”) announced that following the ten-for-one forward split (the “Stock Split”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), to be effected through an amendment to the Company’s Amended and Restated Certificate of Incorporation, the new CUSIP number for the Common Stock following the Stock Split will be 86800U302.

The Stock Split is expected to become effective at 5:00 p.m. Eastern Time on September 30, 2024 (the “Effective Time”). Trading in the Common Stock on the Nasdaq Global Select Market is expected to commence on a Stock Split-adjusted basis at the market open on October 1, 2024, under the existing trading symbol “SMCI.”

The Company’s transfer agent, Computershare Trust Company, N.A. (“Computershare”), is acting as exchange agent for the Stock Split. Following the Effective Time, registered stockholders holding certificated shares of Common Stock prior to the Stock Split (“Certificated Old Shares”) will be asked to deliver a letter of transmittal to Computershare to surrender their certificates to Computershare in exchange for the right to receive post-Stock Split shares of Common Stock in electronic, book-entry form. Certificated Old Shares will continue to evidence shares of post-Stock Split Common Stock, but must be surrendered to Computershare following the instructions set forth in the letter of transmittal prior to any transfer of such shares following the Stock Split.

Registered stockholders who hold their shares of Common Stock electronically in book-entry form are not required to take any action to receive post-Stock Split shares. Stockholders owning Common Stock via a broker, bank, custodian or other nominee will have their positions automatically adjusted to reflect the Stock Split, subject to such broker's particular processes, and will not be required to take any action in connection with the Stock Split. Such beneficial holders are encouraged to contact their broker, bank or custodian with any procedural questions.

Item 9.01Financial Statements and Exhibits

(d) Exhibits
Exhibit
Number		Description
104Cover Page Interactive Data File






SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
SUPER MICRO COMPUTER, INC.
Date: September 26, 2024
By:/s/ Charles Liang
President, Chief Executive Officer and Chairman of the Board
(Principal Executive Officer)


v3.24.3
Cover
Sep. 26, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Sep. 26, 2024
Entity Registrant Name SUPER MICRO COMPUTER, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-33383
Entity Tax Identification Number 77-0353939
Entity Address, Address Line One 980 Rock Avenue
Entity Address, City or Town San Jose
Entity Address, State or Province CA
Entity Address, Postal Zip Code 95131
City Area Code 408
Local Phone Number 503-8000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.001 par value
Trading Symbol SMCI
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0001375365
Amendment Flag false
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