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Date of Report (Date of earliest event reported): September 26, 2024

 

 

Registrant’s telephone number, including area code: (408) 503-8000

 

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:

Securities registered or to be registered pursuant to Section 12(b) of the Act:

 

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).

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. ¨

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.

(d) Exhibits

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.