SMCI: Material agreement · Company disclosure

Item 1.01 Entry into a Material Definitive Agreement Distribution Agreement On June 11, 2026, Super Micro Computer, Inc., a Delaware corporation (the “Company”) entered into a distribution agreement (the “Distribution Agreement”) with J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC and Citigroup Global Markets Inc., as agents (each, an “Agent” and collectively, the “Agents”), to sell shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”) having aggregate sales proceeds of up to $1.25 billion (the “Shares”), from time to time, through an “at-the-market” offering program (the “ATM Offering”). Upon delivery of a placement notice and subject to the terms and conditions of the Distribution Agreement, the Agents will use reasonable efforts consistent with their normal trading and sales practices, applicable state and federal laws, rules and regulations and the rules of the Nasdaq Global Select Market to sell the Shares from time to time based upon the Company’s instructions for the sales, including any price, time or size limits specified by the Company. Under the Distribution Agreement, the Agents may sell the Shares in ordinary brokers’ transactions, to or through a market maker, on or through the Nasdaq Global Select Market or any other market venue where the securities may be traded, in the over-the-counter market, in privately negotiated transactions, in transactions that are deemed to be “at the market offerings” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, or through any other method permitted by law. The Agents’ obligations to sell the Shares under the Distribution Agreement are subject to satisfaction of certain conditions, including customary closing conditions. The Distribution Agreement provides th