Super Micro Computer (SMCI)

CONSOLIDATED BALANCE SHEETS (in thousands, except par value per share amounts) June 30, 20262025 ASSETS Current assets: Cash and cash equivalents$7,521,474 $5,169,911 Accounts receivable, net of allowance for credit losses of $109 and $0 at June 30, 2026 and 2025, respectively (including amounts receivable from related parties of $624 and $393 at June 30, 2026 and 2025, respectively) 6,125,414 2,203,942 Inventories12,895,949 4,680,375 Prepaid expenses and other current assets (including receivables from related parties of $905 and $13,745 at June 30, 2026 and 2025, respectively) 1,183,415 247,426 Total current assets27,726,252 12,301,654 625,553 504,488 Deferred income taxes, net697,441 607,416 Other assets896,221 604,871 Total assets$29,945,467 $14,018,429 LIABILITIES AND STOCKHOLDERS EQUITY Current liabilities: Accounts payable (including amounts due to related parties of $117,062 and $129,752 at June 30, 2026 and 2025, respectively) $2,247,003 $1,281,977 Accrued liabilities (including amounts due to related parties of $1,213 and $1,044 at June 30, 2026 and 2025, respectively) 1,032,716 565,637 Income taxes payable262,608 53,381 Lines of credit and term loans, current2,039,774 75,060 Deferred revenue1,578,005 368,737 Total current liabilities7,160,106 2,344,792 Deferred revenue, non-current1,034,027 362,645 Lines of credit and term loans, non-current2,016,374 37,415 Convertible notes 4,664,139 4,645,178 Other long-term liabilities (including amounts due to related parties of $362 and $608 at June 30, 2026 and 2025, respectively) 591,205 326,528 Total liabilities15,465,851 7,716,558 Commitments and contingencies (Note 15) Stockholders equity: Preferred Stock and additional paid-in capital, $0.001 par value Authorized shares: 10,000; Issued and outstanding shares of Series A Mandatory Convertible Preferred Stock: 4,313 and 0 at June 30, 2026 and 2025, respectively 4,226,258 Common stock and additional paid-in capital, $0.001 par value Authorized shares: 1,000,000; Issued and outstanding shares: 656,882 and 594,137 at June 30, 2026 and 2025, respectively 4,600,893 2,866,449 Accumulated other comprehensive income397 705 Retained earnings5,651,904 3,434,539 Total Super Micro Computer, Inc. stockholders equity14,479,452 6,301,693 Non-controlling interest 164 178 Total stockholders equity14,479,616 6,301,871 Total liabilities and stockholders equity$29,945,467 $14,018,429 See accompanying notes to consolidated financial statements. SMCI | 2026 Form 10-K | 58 Table of Contents SUPER MICRO COMPUTER, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts) Years Ended June 30, 202620252024 Net sales (including related party sales of $29,781, $42,259, and $69,791 in fiscal years 2026, 2025, and 2024, respectively) $39,063,072 $21,972,042 $14,989,251 Cost of sales (including related party purchases of $725,694, $650,658, and $552,136 in fiscal years 2026, 2025, and 2024, respectively) 34,835,821 19,542,120 12,927,841 Gross profit4,227,251 2,429,922 2,061,410 Operating expenses: Research and development771,232 636,550 463,548 Sales and marketing352,594 273,139 189,738 General and administrative332,939 267,239 197,350 Total operating expenses1,456,765 1,176,928 850,636 Income from operations2,770,486 1,252,994 1,210,774 Other income (expense), net26,432 (41,339)(6,240) Interest income186,920 59,834 28,957 Interest expense(194,574)(59,573)(19,352) Income before income tax provision2,789,264 1,211,916 1,214,139 Income tax provision (556,329)(156,851)(63,294) Share of (loss) income from equity investees, net of taxes(2,482)(6,211)1,821 Net income$2,230,453 $1,048,854 $1,152,666 Basic$3.65 $1.77 $2.07 Diluted$3.26 $1.68 $1.92 Weighted-average shares used in the calculation of net income per common share: Basic601,806 593,665 555,878 Diluted697,348 628,402 602,146 See accompanying notes to consolidated financial statements. SMCI | 2026 Form 10-K | 59 Table of Contents SUPER MICRO COMPUTER, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in thousands) Years Ended June 30, 202620252024 Net income$2,230,453 $1,048,854 $1,152,666 Other comprehensive (loss) income, net of tax: Foreign currency translation (loss) gain, net of tax(13)15 24 Net change in defined benefit obligations(295)(16)43 (308)(1)67 Total comprehensive income$2,230,145 $1,048,853 $1,152,733 See accompanying notes to consolidated financial statements. SMCI | 2026 Form 10-K | 60 Table of Contents SUPER MICRO COMPUTER, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (in thousands, except share amounts) Common Stock and Additional Paid-In CapitalRetained EarningsNon-controlling InterestTotal Stockholders Equity SharesAmountSharesAmount $ 529,013,580 $538,352 639 $1,433,014 $165 $1,972,170 Exercise of stock options 8,725,220 29,453 29,453 Release of shares of common stock upon vesting of restricted stock units 10,340,470 Shares withheld for withholding taxes related to settlement of equity awards (3,142,910)(174,354) (174,354) Issuances of common stock in public offerings, net of issuance costs 43,151,050 2,313,983 2,313,983 Purchase of capped calls, net of tax (108,121) (108,121) Stock-based compensation 231,507 231,507 Other comprehensive income 67 Net income (loss) 1,152,666 (1)1,152,665 Balance at June 30, 2024 $ 588,087,410 $2,830,820 706 $2,585,680 $164 $5,417,370 Exercise of stock options 4,786,860 20,898 20,898 Release of shares of common stock upon vesting of restricted stock units 9,927,956 Shares withheld for withholding taxes related to settlement of equity awards (3,774,203)(142,457) (142,457) Share repurchase and retirement (4,891,171)(5)(199,995) (200,000) Stock-based compensation 314,933 314,933 Purchase of capped calls, net of tax (157,740) (157,740) (1) Net income 1,048,854 14 1,048,868 Balance at June 30, 2025 $ 594,136,852 $2,866,449 705 $3,434,539 $178 $6,301,871 Exercise of stock options 3,315,140 46,260 46,260 SMCI | 2026 Form 10-K | 61 Table of Contents 4,312,500 4,226,258 4,226,258 Release of shares of common stock upon vesting of restricted stock units 10,314,138 Shares withheld for withholding taxes related to settlement of equity awards (3,156,357)(129,881) (129,881) 52,272,726 1,405,950 1,405,950 Stock-based compensation 412,115 412,115 (13,088)(13,088) Other comprehensive loss (308) Net income (loss) 2,230,453 (14)2,230,439 Balance at June 30, 2026 4,312,500 $4,226,258 656,882,499 $4,600,893 397 $5,651,904 $164 $14,479,616 See accompanying notes to consolidated financial statements. SMCI | 2026 Form 10-K | 62 Table of Contents SUPER MICRO COMPUTER, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Years Ended June 30, 202620252024 OPERATING ACTIVITIES: Net income$2,230,453 $1,048,854 $1,152,666 Reconciliation of net income to net cash (used in) provided by operating activities: Depreciation and amortization53,673 41,298 29,617 Amortization of right-of-use ( ROU ) assets36,594 17,046 9,076 Amortization of debt discount and issuance costs25,889 10,268 2,292 Inventory valuation adjustment write-down188,110 232,083 83,004 Stock-based compensation expense412,115 314,452 231,507 Impairment loss and gain on sale of investments, net414 Share of loss (income) from equity investees2,482 6,211 (1,821) Unrealized foreign currency exchange (gain) loss976 18,832 (531) Loss on extinguishment of convertible notes 30,251 Deferred income taxes, net(95,367)(214,638)(168,499) Other non-cash (income) expense, net(16,956)(3,077)12,343 Changes in operating assets and liabilities: Accounts receivable, net (including changes in related party balances of $(231), $5,801, and $(721) in fiscal years 2026, 2025, and 2024, respectively) (3,921,872)533,341 (1,589,187) Inventories(8,876,747)(587,689)(2,983,000) Prepaid expenses and other assets (including changes in related party balances of $12,728, $(1,806), and $15,793 in fiscal years 2026, 2025, and 2024, respectively) (356,230)(229,107)(44,646) Accounts payable (including changes in related party balances of $(12,690), $(35,543), and $76,161 in fiscal years 2026, 2025, and 2024, respectively) 963,258 (180,968)679,190 Accrued liabilities (including changes in related party balances of $169, $874, and $(13,847) in fiscal years 2026, 2025, and 2024, respectively) 406,200 272,404 92,942 Income taxes payable 213,532 32,043 (110,897) Deferred revenue1,880,650 315,006 111,927 Other long-term liabilities (including changes in related party balances of $(246), $608, and $(178) in fiscal years 2026, 2025, and 2024, respectively) 42,940 2,914 8,045 Net cash (used in) provided by operating activities(6,809,886)1,659,524 (2,485,972) INVESTING ACTIVITIES: Purchases of property, plant, and equipment (including payments to related parties of $12,567, $17,677, and $10,625 in fiscal years 2026, 2025, and 2024, respectively) (161,999)(127,214)(124,279) Investment in equity securities(51,613)(56,000)(69,673) Acquisition, net of cash acquired (296) Proceeds from disposal of equity investment13,333 Net cash used in investing activities(200,279)(183,214)(194,248) FINANCING ACTIVITIES: Proceeds from lines of credit and term loans4,468,808 1,387,991 2,156,529 Repayment of lines of credit and term loans(520,510)(1,768,650)(1,967,545) (23,483) Proceeds from exercise of stock options46,260 20,898 29,453 (129,881)(142,457)(174,354) Stock repurchases (200,000) Issuances of common stock in public offerings, net of issuance costs of $42,575 2,313,983 SMCI | 2026 Form 10-K | 63 Table of Contents Years Ended June 30, 202620252024 Debt issuance costs in connection with amended 2029 Convertibles Notes (31,217) Proceeds from issuance of 2029 Convertible Notes, net of issuance costs of $29,232 1,695,768 Proceeds from issuance of 2028 Convertible Notes, net of issuance costs of $16,304 683,696 Proceeds from issuance of 2030 Convertible Notes, net of issuance costs of $44,027 2,255,973 Purchase of capped calls (182,215)(142,140) 1,406,953 Series A Mandatory Convertible Preferred Stock issuance, net of underwriting discounts4,231,640 Payments of equity issuance costs(996) Other(36)26 30 Net cash provided by financing activities9,478,755 2,024,045 3,911,724 Effect of exchange rate fluctuations on cash(9,355)1,673 (2,191) Net increase in cash, cash equivalents, and restricted cash2,459,235 3,502,028 1,229,313 Cash, cash equivalents, and restricted cash at the beginning of year5,172,301 1,670,273 440,960 Cash, cash equivalents, and restricted cash at the end of year$7,631,536 $5,172,301 $1,670,273 Supplemental disclosure of cash flow information: Cash paid for interest$109,306 $25,490 $16,015 Cash paid for income taxes, net of refunds$399,276 $327,158 $392,020 Non-cash investing and financing activities: Unpaid property, plant, and equipment purchases (including due to related parties of $4,658, $3,879, and $2,339 as of June 30, 2026, 2025, and 2024, respectively) $21,142 $16,208 $19,613 ROU assets obtained in exchange for operating lease commitments$266,753 $276,170 $32,581 Series A Mandatory Convertible Preferred Stock accrued dividends$13,088 $ $ Transfer of inventory to property, plant, and equipment, net $7,304 $8,260 $12,535 3 years Machinery and equipment 3 to 7 years Furniture and fixtures 5 years Buildings39 years Building improvements Up to 20 years Land improvements 15 years Leasehold improvementsShorter of lease term or estimated useful life We evaluate at least annually the recoverability of property, plant, and equipment for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. If such review indicates that the carrying amount of property, plant, and equipment assets is not recoverable, and the asset s fair value is less than the carrying amount, an impairment charge is recognized. No impairment charges were recorded for property, plant, and equipment in any of the periods presented. The useful lives of our property, plant, and equipment are management s estimates when the assets are initially recognized and are routinely reviewed for the remaining estimated useful lives. Our estimate of useful lives represents the best estimate of the useful lives based on current facts and circumstances but may differ from the actual useful lives due to changes to the business operations, changes in the planned use of assets, and technological advancements. When we change the estimated useful life assumption for any asset, the remaining carrying amount of the asset is accounted for prospectively and depreciated or amortized over the revised estimated useful life. The cost of maintenance and repairs is expensed as incurred. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from their respective accounts, and gain or loss on such sale or disposal is reflected in income from operations. Revenue Recognition We generate revenues from the sale of server and storage systems, subsystems, accessories and services. Product sales. We recognize revenue from sales of products as control is transferred to customers, which generally happens at the point of shipment or upon delivery, unless customer acceptance is required. Determining the point in time that control transfers to the customer requires judgment. Products sold by us are shipped from our facilities or drop shipped from our vendors. We may use distributors to sell products to end customers. Revenue from distributors is recognized when the distributor obtains control of the product, which generally happens at the point of shipment or upon delivery. We apply judgment in determining the transaction price as we may be required to estimate variable consideration when determining the amount of revenue to recognize. Variable consideration is estimated using either the expected value or most likely amount method, depending on which method better predicts the amount of consideration to which we may be entitled. As part of determining the transaction price in contracts with customers, we estimate reserves for future sales returns based on a review of our history of actual returns for each major product order and return type. Based upon historical experience, a refund liability is recorded at the time of sale for estimated product returns and an asset is recognized for the amount expected to be recorded in inventory upon product return, less the expected recovery costs. SMCI | 2026 Form 10-K | 67 Table of Contents SUPER MICRO COMPUTER, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Services sales. Our sale of services mainly consists of extended warranty and on-site services as well as system rack installation and integration services. Revenue related to extended warranty commences upon the expiration of the standard warranty period and is recognized ratably over the contractual period as we stand ready to perform any required warranty service. Revenue related to on-site services commences upon recognition of the product sale and is recognized ratably over the contractual period as the on-site services are made available to the customer. These service contracts are typically one to five years in length. Revenue related to system rack installation and integration services is recognized over time when we perform the services and the customer receives and consumes the benefits. Contracts with multiple promised goods and services. Certain of our contracts contain multiple promised goods and services. We assess whether each promised good or service is distinct for the purpose of identifying the performance obligations in the contract. This assessment requires management to make judgments about the individual promised goods or services and whether such goods or services are separable from the other aspects of the contractual relationship. Performance obligations in a contract are identified based on the promised goods or services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available from third parties or from us, and are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other promises in the contract. If these criteria are not met, the promised goods and services are accounted for as a combined performance obligation. If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. For contracts that contain multiple performance obligations, we allocate the transaction price for each customer contract to each performance obligation based on the relative Stand-alone Selling Price ( SSP ) for each performance obligation within each contract. We recognize the amount of transaction price allocated to each performance obligation within a customer contract as revenue at the time the related performance obligation is satisfied by transferring control of the promised good or service to a customer. Determining the relative SSP for contracts that contain multiple performance obligations requires significant judgment. We determine SSP based on the price at which the performance obligation is sold separately. If the SSP is not observable through past transactions, we apply judgment to estimate the SSP. For all performance obligations, we are able to establish the SSP by maximizing the use of observable inputs. We typically establish an SSP range for our products and services, which is reassessed on a periodic basis or when facts and circumstances change. SSP for our products and services can evolve over time due to changes in our pricing practices, internally approved pricing guidelines with respect to geographies, customer type, internal costs, and gross margin objectives for the related performance obligations which can also be influenced by intense competition, changes in demand for our products and services, economic and other factors. Our credit terms are predominantly short-term in nature, however, we also grant extended payment terms for certain customers. For the contracts with the extended payment terms in which the financing component is determined to be significant to the contract, the contract transaction price is adjusted for the effect of a financing component. When we receive consideration from a customer prior to transferring goods or services to the customer, we record a contract liability (deferred revenue). We also recognize deferred revenue when we have an unconditional right to consideration (i.e., a receivable) before transfer of control of goods or services to a customer. Shipping and handling fees collected from customers are included in net sales when control of the product is transferred to the customer, and the related shipping and handling costs are included in cost of sales. We have elected to account for shipping and handling activities that occur after the customer has obtained control of a good as a fulfillment cost rather than as an additional promised service. Taxes imposed by governmental authorities on our revenue producing activities with customers, such as sales taxes and value added taxes, are excluded from net sales. Accounts Receivable and Allowance for Credit Losses We record amounts as accounts receivable when our right to consideration is unconditional. Accounts receivable are recorded at the invoiced amount. For certain customers, we require payment before the products or services are delivered to the customer. SMCI | 2026 Form 10-K | 68 Table of Contents SUPER MICRO COMPUTER, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Accounts receivable are recorded and carried at the original invoiced amount less an allowance for any potential uncollectible amounts. We make estimates of expected credit and collectability trends for the allowance for credit losses and allowance for unbilled receivables based upon our assessment of various factors, including historical experience, the age of the accounts receivable balances, credit quality of our customers, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect our ability to collect from customers. Expected credit losses are recorded as general and administrative expenses on our consolidated statements of operations. As of June 30, 2026 and 2025, the allowance for credit losses on accounts receivable were not material. For further details on our non-current receivable and allowance for credit losses, see Note 6, Balance Sheet Components . Cost of Sales Cost of sales primarily consists of the costs of materials, contract manufacturing, in-bound shipping, personnel and related expenses including stock-based compensation, tariffs, equipment and facility expenses, warranty costs and write down adjustments for lower of cost or net realizable value and excess and obsolete inventory. Product Warranties We offer a limited warranty to end-users ranging from 15 to 39 months for products to repair or replace products for manufacturing defects or hardware component failures. Cost of sales includes the estimated cost of product warranties that are calculated at the point of revenue recognition. Under limited circumstances, we may offer an additional longer period limited warranty to customers for certain products. We also accrue for known warranty and indemnification issues if a loss is probable and can be reasonably estimated. Warranty accruals are based on estimates that are updated on an ongoing basis taking into consideration inputs such as new product introductions, changes in the volume of claims compared with our historical experience, and the changes in the cost of servicing warranty claims. For further details on our product warranties, see Note 6, Balance Sheet Components . Research and Development Research and development expenses consist of personnel expenses including salaries, benefits, stock-based compensation and incentive bonuses, and related expenses for our research and development personnel, as well as product development costs such as materials and supplies, consulting services, third-party testing services and equipment and facility expenses related to our research and development activities. All research and development costs are expensed as incurred. We occasionally receive funding from certain suppliers and customers towards our development efforts and such amounts are recorded as a reduction of research and development expenses and were $26.9 million, $32.6 million, and $21.5 million for the fiscal years ended June 30, 2026, 2025, and 2024, respectively. Software development costs, including costs to develop software sold, leased, or otherwise marketed, that are incurred subsequent to the establishment of technological feasibility are capitalized if significant. Costs incurred during the application development stage for internal-use software are capitalized if significant. Capitalized software development costs are amortized using the straight-line amortization method over the estimated useful life of the applicable software. Such software development costs required to be capitalized have not been material to date. Advertising Costs Advertising costs, net of reimbursements received under the cooperative marketing arrangements with our vendors, are expensed when incurred and are included in sales and marketing expenses on the consolidated statements of operations. We incurred advertising expenses of $2.0 million, $38.1 million and $10.7 million for the fiscal years ended June 30, 2026, 2025 and 2024, respectively. SMCI | 2026 Form 10-K | 69 Table of Contents SUPER MICRO COMPUTER, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Stock-Based Compensation We recognize compensation expense for share-based awards, including stock options, restricted stock units ( RSUs ), and performance-based RSUs ( PRSUs ), based on their grant date fair values over the requisite service period. Stock options and RSUs are expensed on a straight-line basis, while PRSUs are expensed using an accelerated method if performance conditions are likely to be met. If not, no expense is recognized, and previously recognized expense is reversed. For market condition awards, which are typically performance-based, the fair value is amortized over the service period based on the probability of meeting performance criteria. The fair value of RSUs and PRSUs is based on our stock price at grant, while stock options are valued using the Black-Scholes model or Monte Carlo simulation for market-condition awards. The fair value is amortized straight-line over the service period. We recognize stock option and RSU forfeitures when they occur, without estimating forfeiture rates for new grants, while continuing to assess performance conditions. Leases We have arrangements for the right to use our office, warehouse spaces, and other premises, and equipment. We determine at inception if an arrangement is or contains a lease. Operating and finance leases are recorded as right-of-use ( ROU ) assets in other assets, and as lease liabilities in accrued liabilities and other long-term liabilities on our consolidated balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating and finance lease ROU assets and liabilities are initially recognized based on the present value of lease payments over the lease term. In determining the present value of lease payments, we use the implicit interest rate if readily determinable. When the implicit interest rate is not readily determinable, we use the incremental borrowing rate, which is based on our collateralized borrowing capabilities over a similar term of the lease payments. When using the incremental borrowing rate, we utilize the consolidated group incremental borrowing rate. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. We have elected the accounting policy to not recognize ROU assets and lease liabilities that arise from short-term (12 months or less) leases for any class of underlying asset. We account for fixed payments for lease and non-lease components as a single lease component from both a lessee and lessor perspective. Non-lease components that have variable costs, such as common area maintenance, are expensed as incurred and not included in the ROU assets and lease liabilities. Our finance leases are immaterial. Income Taxes We are subject to income taxes in the United States and numerous foreign jurisdictions. Significant judgment is required in determining our provision for income taxes and income tax assets and liabilities, including evaluating uncertainties in the application of accounting principles and complex tax laws. We record a provision for income taxes for the anticipated tax consequences of the reported results of operations using the asset and liability method. Under this method, we recognize deferred income tax assets and liabilities for the expected future consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, as well as for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. We recognize the deferred income tax effects of a change in tax rates in the period of the enactment. We record a valuation allowance to reduce our deferred tax assets to the net amount that we believe is more likely than not to be realized. We consider all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable income and ongoing tax planning strategies in assessing the need for a valuation allowance. We evaluate uncertain tax positions on a quarterly basis and recognize tax benefits from uncertain tax positions only if we believe that it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. We recognize interest and penalties related to uncertain tax positions as a component of the provision for income taxes. SMCI | 2026 Form 10-K | 70 Table of Contents SUPER MICRO COMPUTER, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) For non-US earnings in our foreign subsidiaries, we plan to indefinitely reinvest such earnings except for the Netherlands and Malaysia. For the earnings we intend to indefinitely reinvest, no deferred tax liabilities for foreign withholding or other taxes have been recorded. The tax impact associated with the potential repatriation related to Netherlands and Malaysia, is estimated to be immaterial. Variable Interest Entities ( VIE ) When we obtain an economic interest in an entity, we evaluate whether the entity should be deemed a VIE, and, if so, whether we are the primary beneficiary and therefore required to consolidate the VIE, based on significant judgment whether we (i) have the power to direct the activities that most significantly impact the economic performance of the VIE and (ii) have the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. On an ongoing basis, we re-evaluate the VIE assessment based on potential changes in facts and circumstances, including but not limited to, the shareholder loans to the entity and the execution of any future significant agreements between the entity and our shareholders and/or other third parties. Foreign Currency Remeasurement We use the U.S. dollar as our functional currency for all our international subsidiaries, except for Super Micro Asia Science and Technology Park, Inc., a consolidated variable interest entity. Foreign currency monetary assets and liabilities are remeasured into United States dollars at end-of-period exchange rates. Non-monetary assets and liabilities such as property, plant, and equipment and equity are remeasured at historical exchange rates. Revenue and expenses are remeasured at exchange rates in effect during each period, except for those expenses related to non-monetary balance sheet amounts, which are remeasured at historical exchange rates. Gains or losses from foreign currency remeasurement are included in other income (expense), net in our consolidated statements of operations and, to date, have not been significant. Realized and unrealized foreign exchange gain (loss) for the fiscal years ended June 30, 2026, 2025, and 2024 was $5.9 million, $(11.6) million, and $6.3 million, respectively. Net Income Per Common Share We compute net income per common share using the two-class method when securities outstanding meet the definition of participating securities. Under the two-class method, distributed and undistributed earnings are allocated between common stock and participating securities based on their respective rights to receive dividends as if all earnings for the period had been distributed. Our 7% Series A Mandatory Convertible Preferred Stock (the "Mandatory Convertible Preferred Stock") is considered a participating security because the holders of the Mandatory Convertible Preferred Stock are contractually entitled to participate in dividends declared on our common stock under certain circumstances. Given the requirement to pay dividends in any settlement outcome of the Mandatory Convertible Preferred Stock, we accrue dividends whether or not they are declared by our board of directors. We compute basic net income per common share by dividing net income attributable to common shareholders, after deducting accumulated dividends on the Mandatory Convertible Preferred Stock and earnings allocated to the Mandatory Convertible Preferred Stock under the two-class method, by the weighted-average number of common shares outstanding during the period. Contingently issuable shares are included in computing basic net income per common share as of the date that all necessary conditions, including service vesting conditions, have been satisfied. Diluted net income per common share is calculated by utilizing the most dilutive result of the if-converted and two-class methods. In both methods, net income attributable to common stockholders and the weighted-average common shares outstanding are adjusted to account for the impact of the assumed issuance of potential common shares that are dilutive, subject to dilution sequencing rules. The dilutive effect of our equity awards is determined using the treasury stock method, while the dilutive effect of our convertible notes is determined using the if-converted method. Contingently issuable shares are considered in computing diluted net income per common share as of the beginning of the period in which all necessary conditions have been satisfied and the only remaining vesting condition is a service vesting condition. Potentially dilutive shares whose effect would be anti-dilutive are excluded from the computation of diluted net income per common share. SMCI | 2026 Form 10-K | 71 Table of Contents SUPER MICRO COMPUTER, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Litigation, Investigation, and Settlement Costs We currently are, and will likely continue to be, subject to claims, litigation, and other actions, including potential regulatory proceedings, involving patent and other intellectual property matters, taxes, labor and employment, competition and antitrust, commercial disputes, goods and services offered by us and by third parties, and other matters. There are many uncertainties associated with any litigation or investigation, and we cannot be certain that these actions or other third party claims against us will be resolved without litigation, fines and/or substantial settlement payments or judgments. If information becomes available that causes us to determine that a loss in any of our pending litigation, investigations or settlements is probable, and we can reasonably estimate the loss associated with such events, we will record the loss. However, the actual liability in any such litigation or investigation may be materially different from our estimates, which could require us to record additional costs. If we determine that a loss is reasonably possible and the loss or range of loss can be estimated, we disclose the reasonably possible loss. We accrue legal fees for litigation as the legal services are provided. Concentration of Supplier Risk Certain materials used by us in the manufacturing of our products are available from a limited number of suppliers. Shortages could occur in these materials due to an interruption of supply or increased demand in the industry. One supplier accounted for 63.1%, 64.4%, and 65.4% of total purchases for the fiscal years ended June 30, 2026, 2025, and 2024. Purchases from Ablecom and Compuware, our related parties, as shown in Note 11, Related Party Transactions , accounted for a combined 2.1%, 3.3%, and 4.3% of cost of sales on our consolidated statements of operations for the fiscal years ended June 30, 2026, 2025, and 2024, respectively. Concentration of Credit Risk and Significant Customers Financial instruments that potentially subject us to a significant concentration of credit risk consist of cash and cash equivalents, restricted cash, and accounts receivable. Cash and cash equivalents are maintained with high-quality financial institutions, the composition and maturities of which are regularly monitored by management. We maintain cash and cash equivalents with financial institutions that, at times, may exceed federally insured limits. We have not experienced any losses on such balances and believe that our credit risk is mitigated by maintaining deposits with financial institutions of high credit quality. We believe that the concentration of credit risk in our trade receivables is substantially mitigated by our credit evaluation process, relatively short collection terms and the high level of credit worthiness of our customers. For customers including distributors and direct customers, we perform ongoing credit evaluations of their financial conditions and limit the amount of credit extended when deemed necessary based upon payment history and their current credit worthiness, but we generally require no collateral other than the products that we deliver to them, in which we sometimes hold a purchase money security interest under our standard terms. We regularly review the allowance for credit losses by considering factors such as historical experience, credit quality, reasonable and supportable forecasts, age of the accounts receivable balances and current economic conditions that may affect a customer s ability to pay. As of June 30, 2026, three customers accounted for 23.0%, 17.1%, and 12.5% of our accounts receivable balance. As of June 30, 2025, two customers accounted for 33.4% and 13.6% of our accounts receivable balance. Treasury Stock We account for treasury stock under the cost method. Upon the retirement of treasury shares, we deduct the par value of the retired treasury shares from common stock and allocate the excess of cost over par as a deduction to additional paid-in capital based on the pro-rata portion of additional paid-in-capital, and the remaining excess as a deduction to retained earnings. Retired treasury shares revert to the status of authorized but unissued shares. SMCI | 2026 Form 10-K | 72 Table of Contents SUPER MICRO COMPUTER, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Accounting Pronouncements Recently Adopted In March 2024, the Financial Accounting Standards Board (the FASB ) issued Accounting Standards Update ( ASU ) 2024-02 which removes references to the FASB s concepts statements from the FASB Accounting Standards Codification. The ASU is part of the FASB s standing project to make Codification updates for technical corrections such as conforming amendments, clarifications to guidance, simplifications to wording or the structure of guidance, and other minor improvements. We adopted ASU 2024-02 on July 1, 2025, which did not have a material impact on our consolidated financial statements and related disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. We adopted ASU 2023-09 during fiscal year 2026 on a retrospective basis. Refer to Note 14, Income Taxes . Accounting Pronouncements Not Yet Adopted In November 2024, the FASB issued ASU 2024-03, Income Statement Reporting Comprehensive Income Expense Disaggregation Disclosures (Subtopic 220-40), which requires disaggregated disclosure of income statement expenses for public business entities. The ASU does not change the expense captions an entity presents on the face of the income statement, but it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. In January 2025, the FASB issued ASU 2025-01, Income Statement Reporting Comprehensive Income Expense Disaggregation Disclosures (Subtopic 220-40), which was issued to clarify the initial effective date for entities that do not have an annual reporting period that ends on December 31 (referred to as non-calendar year-end entities). The update clarified that ASU 2024-03 shall be effective for public business entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The ASU is effective for our fiscal year beginning July 1, 2027. We are currently evaluating the effects of the ASU on our consolidated financial statements and disclosures. In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity, which revises current guidance for determining the accounting acquirer for a transaction effected primarily by exchanging equity interests in which the legal acquiree is a variable interest entity that meets the definition of a business. The amendments require that an entity consider the same factors that are currently required for determining which entity is the accounting acquirer in other acquisition transactions. The ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The ASU is effective for our fiscal year beginning July 1, 2027. We are currently evaluating the effects of the ASU on our consolidated financial statements and disclosures. In July 2025, the FASB issued ASU 2025-05, Financial Instruments Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides all entities with a practical expedient and entities other than public business entities with an accounting policy election when applying the guidance in Topic 326, Financial Instruments Credit Losses, to current accounts receivable and current contract assets arising from transactions accounted for under Topic 606, Revenue from Contracts with Customers. The ASU is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The ASU is effective for our fiscal year beginning July 1, 2026. We are currently evaluating the effects of the ASU and do not expect the adoption of this guidance to have a material impact on our consolidated financial statements and disclosures. In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-scope Improvements. This update makes targeted, narrow-scope improvements to the interim reporting guidance in Topic 270 to clarify application and improve consistency in practice. The amendments do not change the underlying principles of interim reporting. The ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The ASU is effective for interim reporting periods beginning in our fiscal year beginning July 1, 2028. We are currently evaluating the effects of the ASU and do not expect the adoption of this guidance to have a material impact on our consolidated financial statements and disclosures. SMCI | 2026 Form 10-K | 73 Table of Contents SUPER MICRO COMPUTER, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) In December 2025, the FASB issued ASU 2025-12, Codification Improvements, which includes 33 technical corrections, clarifications, and minor refinements across multiple Accounting Standards Codification ( ASC ) Topics intended to improve consistency and usability of U.S. GAAP. Transition is applied on an issue-by-issue basis: the Earnings Per Share ("EPS") clarification (ASC 260, Issue 4) is applied retrospectively to all prior periods presented, while all other amendments may be applied prospectively or retrospectively, with appropriate disclosures about the nature/reason for the change (and additional disclosures if applied retrospectively). The ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The ASU is effective for our fiscal year beginning July 1, 2027. We are currently evaluating the effects of the ASU and do not expect the adoption of this guidance to have a material impact on our consolidated financial statements and disclosures. In April 2026, the FASB issued ASU 2026-01, Equity (Topic 505): Initial Measurement of Paid-in-Kind Dividends on Equity-Classified Preferred Stock. This update provides guidance on how an issuer should initially measure paid-in-kind ( PIK ) dividends on equity-classified preferred stock. Specifically, the amendments improve the decision usefulness of the financial reporting information provided to investors by (1) enhancing the comparability of financial information reported among entities that issue PIK dividends on equity-classified preferred stock and (2) providing additional information about the liquidation value of the preferred stock, which helps investors to understand the amount and preference of relative claims on an entity. The ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The ASU is effective for our fiscal year beginning July 1, 2027. We are currently evaluating the effects of the ASU and do not expect the adoption of this guidance to have a material impact on our consolidated financial statements and disclosures. Reclassification Certain prior period amounts have been reclassified to conform to the current period presentation. Such reclassifications did not result in net changes to consolidated balance sheets, statements of operations, or statements of cash flows. Note 2. Segment Information We operate in one operating segment that develops and provides high-performance server solutions based upon an innovative, modular and open-standard architecture. Our Chief Executive Officer is the chief operating decision maker ( CODM ) and is responsible for assessing our performance. Our organizational structure is based on functional lines, with department heads and shared resources reporting either directly to the CODM or to a direct report of the CODM. The CODM reviews financial information presented on a consolidated basis and uses net income for purposes of evaluating financial performance and making operating decisions for us. The CODM reviews significant operating expenses as components of net income, including research and development expenses, sales and marketing expenses, and general and administrative expenses, which are each separately disclosed and presented in the consolidated statements of operations. Additionally, the CODM reviews other significant segment expenses including the inventory valuation adjustment write-downs, recorded to cost of sales, which is separately disclosed in Note 6, Balance Sheet Components , and stock-based compensation, which is separately disclosed in Note 12, Stock-based Compensation . The measure of segment assets is reported on the consolidated balance sheet as total consolidated assets. The accounting policies of our consolidated segment are the same as those described in Note 1, Organization and Summary of Significant Accounting Policies . SMCI | 2026 Form 10-K | 74 Table of Contents SUPER MICRO COMPUTER, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Long-lived assets The following is a summary of property, plant, and equipment, net (in thousands): June 30, 20262025 United States$423,241 $313,739 Taiwan108,512 104,435 Malaysia 62,166 61,205 Other 31,634 25,109 Property, plant, and equipment, net$625,553 $504,488 The table above excludes other assets and intangible assets. Operating lease assets in the United States were $501.8 million as of June 30, 2026. Operating lease assets in all other countries were less than 10% as of June 30, 2026. Operating lease assets in the United States and the Netherlands were $279.5 million and $10.4 million as of June 30, 2025, respectively. Disaggregation of Revenue Total revenue recognized from all services and software for the fiscal years ended June 30, 2026, 2025, and 2024 was $538.3 million, $330.5 million, and $228.3 million, respectively. Of this, revenue related to services recognized on an over time basis during the contract term was $420.3 million for the fiscal year ended June 30, 2026, and $223.1 million and $152.1 million for the fiscal years ended June 30, 2025 and 2024, respectively. International net sales are based on the country to which the products were shipped. The following is a summary of net sales by geographic region (in thousands): Years Ended June 30, 202620252024 United States$27,690,067 $13,052,563 $10,187,331 Asia6,063,327 5,494,147 2,912,570 Europe2,674,494 2,726,994 1,293,959 Other2,635,184 698,338 595,391 Total$39,063,072 $21,972,042 $14,989,251 For the year ended June 30, 2026, 70.9% of our revenues were from the United States. For the year ended June 30, 2025, 59.4% and 10.9% of revenues were from the United States and Thailand, respectively. For the year ended June 30, 2024, 68.0% of our revenues were from the United States. Revenue from all other countries were individually less than 10% for each of the periods presented. Our revenue by geographic region is based on where the products were shipped to for the fiscal years ended June 30, 2026, 2025, and 2024. Concentration of Customer Risk The concentration of customer risk refers to the potential adverse impact on a business due to a high dependency on a limited number of customers. This risk arises when a significant portion of our revenue is generated from a small group of customers. If any of these key customers reduce their orders, delay payments, or terminate their contracts, the business could face substantial financial instability. For the fiscal year ended June 30, 2026, sales to one customer represented 28.1% of total net sales. For the fiscal year ended June 30, 2025, sales to four customers represented 20.9%, 11.5%, 11.3%, and 11.1% of total net sales. For the fiscal year ended June 30, 2024, sales to one customer represented 20.0% of total net sales. SMCI | 2026 Form 10-K | 75 Table of Contents SUPER MICRO COMPUTER, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Contract Balances Generally, the payment terms of our offerings range from 30 to 60 days, however occasionally we might offer longer payment terms to certain customers. In certain instances, customers may prepay for products and services in advance of delivery. Receivables represent our unconditional right to consideration for performance obligations that are either partially or fully completed. Contract assets are rights to consideration in exchange for goods or services that we have transferred to a customer when such right is conditional on something other than the passage of time. Such contract assets have not been material to our consolidated financial statements. Contract liabilities consist of deferred revenue and relate to amounts invoiced to or advance consideration received from customers, which precede our satisfaction of the associated performance obligations. Our deferred revenue primarily results from customer payments received upfront for extended warranties and on-site services because these performance obligations are satisfied over time. Additionally, at times, deferred revenue may fluctuate due to the timing of non-refundable advance consideration received from non-cancelable contracts relating to the sale of future products. Revenue recognized during fiscal year ended June 30, 2026, which was included in the opening deferred revenue balance as of June 30, 2025 of $731.4 million, was $358.1 million. Revenue recognized during fiscal year ended June 30, 2025, which was included in the opening deferred revenue balance as of June 30, 2024 of $416.4 million, was $190.2 million. Deferred revenue increased by $1,880.6 million as of June 30, 2026, as compared to the fiscal year ended June 30, 2025. This increase was largely due to both of the following: the deferral of invoiced amounts for service contracts during the period exceeding the recognized revenue from contracts entered into in prior periods, and a $943.4 million increase in non-refundable advance consideration or cash consideration received from customers which preceded our satisfaction of the associated performance obligations relating to product sales expected to be fulfilled in the next 12 months. Transaction Price Allocated to the Remaining Performance Obligations Remaining performance obligations represent in aggregate the amount of transaction price that has been allocated to performance obligations not delivered, or only partially delivered, as of the end of the reporting period. We apply the exemption to not disclose information about remaining performance obligations that are part of a contract that has an original expected duration of one year or less. The performance obligations excluded from this disclosure primarily relate to short-term contracts expected to be fulfilled within one year, such as on-site services, integration services, extended warranty services, and for products where control has not yet been transferred. The value of the transaction price allocated to the remaining performance obligations as of June 30, 2026, was approximately $2,612.0 million. We expect to recognize approximately 60% of such value in the next 12 months, and the remainder thereafter. Capitalized Contract Acquisition Costs and Fulfillment Cost Contract acquisition costs are incremental costs that we incur to obtain a contract with a customer that it would not have incurred if the contract had not been obtained. Contract acquisition costs consist primarily of incentive bonuses paid to our sales employees. Contract acquisition costs are considered incremental and recoverable costs of obtaining and fulfilling a contract with a customer and are therefore capitalizable. We apply the practical expedient to expense contract acquisition costs as incurred if the amortization period would be one year or less, generally upon delivery of the associated server and storage systems or components. Where the amortization period of the contract cost would be more than a year, we apply judgment in the allocation of the contract acquisition costs asset between hardware and service performance obligations and expense the cost allocated to the hardware performance obligations upon delivery of associated server and storage systems or components and amortizes the cost allocated to service performance obligations over the period the services are expected to be provided. Contract acquisition costs allocated to service performance obligations that are subject to capitalization are insignificant to our consolidated financial statements. SMCI | 2026 Form 10-K | 76 Table of Contents SUPER MICRO COMPUTER, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Contract fulfillment costs consist of costs paid in advance for outsourced services provided by third parties to the extent they are not in the scope of other guidance. Fulfillment costs paid in advance for outsourced services provided by third parties are capitalized and amortized over the period when the services are expected to be provided. Such fulfillment costs are insignificant to our consolidated financial statements. Revenue is recognized either over time or at a point in time, depending on when the underlying products or services are transferred to the customer. Revenue is recognized at a point in time for products upon transfer of control. Revenue is recognized over time for support and services provided over the contract term. Revenue related to system rack installation and integration services is recognized over time when services are performed and the customer receives and consumes the benefits. Note 3. Financial Instruments and Fair Value Measurements We classify our financial instruments, except for our investment in an auction rate security and other investments in privately held companies, within Level 1 or Level 2 in the fair value hierarchy because we use quoted prices in active markets or alternative pricing sources and models using market observable inputs to determine their fair value. Financial Instruments Measured at Fair Value on a Recurring Basis Cash and cash equivalents, money market funds, certificates of deposit, investment in an auction rate security, and marketable securities, included in prepaid expenses and other current assets and other assets in the consolidated balance sheets, are carried at fair value. The following table sets forth our financial instruments as of June 30, 2026 and 2025, which are measured at fair value on a recurring basis by level within the fair value hierarchy. These are classified based on the lowest level of input that is significant to the fair value measurement (in thousands): As of June 30, 2026 As of June 30, 2025 Level 1Level 2Level 3Asset at Fair ValueLevel 1Level 2Level 3Asset at Fair Value Assets Money market funds(1) $60,454 $ $ $60,454 $44 $ $ $44 Certificates of deposit 47,496 47,496 519 519 Marketable equity security23,110 23,1106,239 6,239 Available-for-sale investment: Auction rate security(2) 1,750 1,750 Total assets$83,564 $47,496 $ $131,060 $6,283 $519 $1,750 $8,552 20262025 Non-marketable equity securities: Opening gross investment balance (as of July 1, 2025 and July 1, 2024)$116,217 $66,217 Investment made during the year46,613 50,000 Cumulative impairment adjustments(23,600)(11,600) Total carrying value (as of June 30, 2026 and June 30, 2025)$139,230 $104,617 202620252024 Numerator: Net income - basic$2,230,453 $1,048,854 $1,152,666 Less: Series A Mandatory Convertible Preferred Stock dividends(13,088) Less: Earnings allocated to participating securities(21,523) Net income attributable to common stockholders - basic2,195,842 1,048,854 1,152,666 21,523 Add: Convertible notes interest charge, net of tax71,960 5,726 1,480 Less: Earnings re-allocated to participating securities for the impact of dilutive securities(19,202) Net income attributable to common stockholders - diluted$2,270,123 $1,054,580 $1,154,146 Denominator: Weighted-average shares outstanding - basic601,806593,665555,878 Effect of dilutive convertible notes73,8034,6854,392 Effect of dilutive securities21,73930,05241,876 697,348628,402602,146 Net income per common share - basic$3.65 $1.77 $2.07 Net income per common share - diluted$3.26 $1.68 $1.92 Anti-dilutive shares excluded from diluted net income per common share: Stock-based awards22,433 14,707 2,700 Convertible notes 20,673 Note 6. Balance Sheet Components The following tables provide details of the selected balance sheet items (in thousands): Cash, Cash Equivalents, and Restricted Cash June 30, 20262025 Cash and cash equivalents$7,521,474 $5,169,911 Restricted cash included in prepaid expenses and other current assets and other assets110,062 2,390 Total cash, cash equivalents, and restricted cash$7,631,536 $5,172,301 SMCI | 2026 Form 10-K | 80 Table of Contents SUPER MICRO COMPUTER, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Allowance for credit losses We have established an allowance for credit losses. The allowance for credit losses is based upon the age of outstanding receivables, credit risk of specific customers, historical trends related to past losses and other relevant factors. Accounts receivable allowances as of June 30, 2026, 2025, and 2024 consisted of the following (in thousands): Beginning BalanceCredit Loss Recoveries, net Write-offsEnding Balance Allowance for credit losses: Year ended June 30, 2026$ $470 $(361)$109 Year ended June 30, 2025$73 $(4)$(69)$ Year ended June 30, 2024$82 $(9)$ $73 Inventories June 30, 20262025 Finished goods$10,275,998 $3,465,352 Work in process1,677,898 674,613 Purchased parts and raw materials942,053 540,410 Total inventories$12,895,949 $4,680,375 During the fiscal years ended June 30, 2026, 2025, and 2024, we recorded write down adjustments for excess and obsolete inventory and lower of cost and net realizable value adjustments to cost of sales totaling $188.1 million, $232.0 million, and $83.0 million, respectively. Prepaid Expenses and Other Current Assets June 30, 20262025 Asset held for others$465,759 $ Prepaid inventory315,373 1,323 Receivable from vendors137,213 155,254 Prepaid expenses92,294 26,822 Restricted cash47,000 Prepaid income tax29,028 44,337 Marketable equity security23,110 6,239 Deferred service costs17,442 5,643 Other56,196 7,808 Total prepaid expenses and other current assets$1,183,415 $247,426 SMCI | 2026 Form 10-K | 81 Table of Contents SUPER MICRO COMPUTER, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Property, Plant, and Equipment, net June 30, 20262025 Buildings$197,580 $182,466 Land196,234 162,848 Building and leasehold improvements142,552 121,665 Machinery and equipment140,063 111,331 Construction in progress 52,590 1,038 Furniture and fixtures45,202 36,268 Software4,059 7,117 Property, plant, and equipment, gross 778,280 622,733 Accumulated depreciation and amortization(152,727)(118,245) Property, plant, and equipment, net $625,553 $504,488 Depreciation expense for the fiscal years ended June 30, 2026, 2025, and 2024 was $53.0 million, $41.0 million, and $30.1 million, respectively. During the fiscal years ended June 30, 2026 and 2025, $17.6 million and $128.3 million, respectively, of fully depreciated assets were written off from the cost and accumulated depreciation amounts in the table above. These assets had a zero net book value, thus, no gain or loss was recognized on the consolidated statements of operations from the write off. Other Assets June 30, 20262025 Operating lease ROU asset$521,287 $293,692 Long-term investments 148,017 112,367 Tariff receivable* 65,351 Restricted cash, non-current63,062 2,390 Deferred service costs, non-current36,567 10,713 Deposits27,481 4,980 Non-current accounts receivable 4,846 166,405 Other29,610 14,324 Total other assets$896,221 $604,871 *Represents receivables related to our claims under Section 232 of the Trade Expansion Act of 1962. Refer to Note 15, Commitments and Contingencies for additional disclosures related to the Supreme Court decision related to tariff under the International Emergency Economic Powers Act ( IEEPA ). SMCI | 2026 Form 10-K | 82 Table of Contents SUPER MICRO COMPUTER, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Accrued Liabilities June 30, 20262025 $314,665 $260,131 Accrued payroll and related expenses161,229 82,156 Customer-related liabilities 135,937 32,858 Input tax payable95,180 39,161 Accrued interest - lines of credit and term loans59,491 146 Accrued cooperative marketing expenses50,267 26,775 Operating lease liability40,626 21,189 Import tax and tariff liabilities30,809 20,883 Accrued professional fees27,592 8,098 Accrued interest - convertible notes27,388 27,701 Accrued warranty costs19,458 9,753 Accrued preferred stock dividends13,088 56,986 36,786 Total accrued liabilities$1,032,716 $565,637 Product Warranties Years Ended June 30, 202620252024 Balance, beginning of the year$16,954 $17,815 $14,859 Provision for warranty138,141 59,164 52,253 Costs utilized(128,235)(56,572)(49,204) Change in estimated liability for pre-existing warranties1,494 (3,453)(93) Balance, end of the year$28,354 $16,954 $17,815 Current portion$19,458 $9,753 $10,009 Non-current portion$8,896 $7,201 $7,806 The portion of the accrued warranty costs expected to be incurred within the next 12 months is included within accrued liabilities, while the remaining balance is included within other long-term liabilities on the consolidated balance sheets. Offsetting of Financial Assets and Liabilities We have agreements with certain contract manufacturers that allow us to offset receivables and payables with those counterparties. As of June 30, 2026, the gross amount recorded within our consolidated balance sheets in prepaid expenses and other current assets and accounts payable was $57.0 million and $140.7 million, respectively. As of June 30, 2025, the gross amount recorded within our consolidated balance sheets in prepaid expenses and other current assets and accounts payable was $16.2 million and $40.0 million, respectively. Note 7. Receivables Purchase Agreement On July 16, 2025, we entered into a Receivables Purchase Agreement (as amended, supplemented or otherwise modified from time to time, the Receivables Purchase Agreement ), by and among, us, as seller and guarantor, MUFG Bank, Ltd. ( MUFG ), Cr dit Agricole Corporate and Investment Bank, and certain other entities from time to time party thereto as purchasers (the Purchasers ), and MUFG as administrative agent (in such capacity, the Administrative Agent ). SMCI | 2026 Form 10-K | 83 Table of Contents SUPER MICRO COMPUTER, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Pursuant to the Receivables Purchase Agreement, we may, subject to the terms and conditions set out therein, sell certain of our accounts receivable and related rights to the Purchasers (the Purchased Receivables ). The Receivables Purchase Agreement provides for an uncommitted facility with an initial aggregate facility limit of $1,790.0 million. The Purchasers may elect in their sole direction to purchase eligible accounts receivable offered by us under the Receivables Purchase Agreement at the applicable purchase discount. The purchase price for any Purchased Receivable will be the net invoice amount of the Purchased Receivable, minus the applicable discount, which is set at Term Secured Overnight Financing Rate ( SOFR ) (as defined in the Receivables Purchase Agreement) plus a specified discount assigned to each account debtor in the range of 1.15% - 2.80%, and calculated on the basis of a specified discount period. In the event the purchase of such Purchased Receivables is not characterized as a sale, we will be deemed to have granted a security interest in such Purchased Receivables and the proceeds thereof in favor of the Purchasers. The facility may be terminated by the Administrative Agent, the Required Purchasers or the sellers upon 30 days prior written notice, or earlier upon the occurrence of certain termination events. Trade receivables sold and discount on trade receivables sold under this program were as follows (in thousands): 2026$831,674 $5,737 20262025 Lines of credit: $183,249 $ Chang Hwa Bank Credit Lines25,022 50,00030,000 Mega Bank Credit Lines First Bank Credit Lines JP Morgan Revolving Credit Facility2,000,000 CTBC Revolving Credit Facilities1,763,533 Total lines of credit 4,021,804 30,000 Term loan facilities: Chang Hwa Bank Credit Facility, due October 15, 20262,61611,399 CTBC Term Loan Facility, due June 4, 203021,07528,822 CTBC Term Loan Facility, due August 15, 20262421,846 E.SUN Bank Term Loan Facility, due September 15, 20262,51113,678 E.SUN Bank Term Loan Facility, due August 15, 20274,7619,632 Mega Bank Term Loan Facility, due October 3, 20263,13917,098 Total term loans34,34482,475 Total lines of credit and term loans$4,056,148 $112,475 Lines of credit and term loans, current$2,039,774 $75,060 Lines of credit and term loans, non-current$2,016,374 $37,415 June 30, 2025 Available borrowingsInterest rateAvailable borrowingsInterest rate Lines of credit: $1,751 2.58% - 4.87% $185,000 2.63% - 5.79% Chang Hwa Bank Credit Lines$3,750 1.88% - 4.40% $30,259 1.88% - 5.16% $ 2.75% - 4.94% $30,000 2.02% - 5.12% Mega Bank Credit Lines$36,861 2.23% - 4.58% $50,000 1.90% - 5.26% First Bank Credit Lines$20,000 2.03% - 4.81% $ N/A $ 4.91% - 5.68% $ N/A CTBC Revolving Credit Facilities$ 2.86% - 5.11% $ N/A Term loan facilities: $ 2.08%$ 2.08% CTBC Term Loan Facility, due June 4, 2030$ 1.33% - 1.83% $ 1.33% - 1.83% CTBC Term Loan Facility, due August 15, 2026$ 2.03%$ 1.53% - 2.03% E.SUN Bank Term Loan Facility, due September 15, 2026$ 2.22%$ 2.22% E.SUN Bank Term Loan Facility, due August 15, 2027$ 2.22%$ 1.92% Mega Bank Term Loan Facility, due October 3, 2026$ 2.02% $ 2.02% Principal payments on lines of credit and term loans are due as follows (in thousands): Fiscal Year:Principal Payments 2027$2,039,774 2028 6,061 2029 5,381 2030 4,932 20312,000,000 Total lines of credit and term loans$4,056,148 JP Morgan Revolving Credit Facility On December 29, 2025, we entered into a credit agreement (the Credit Agreement ) with JPMorgan Chase Bank, N.A., ( JP Morgan ) as administrative agent and collateral agent, and a syndicate of lenders, which provides for a revolving credit facility of up to $2,000.0 million (the Revolving Credit Facility ), including a $200.0 million letter of credit sub-limit and a $150.0 million same-day borrowing sub-limit, with an option to increase total commitments by up to $1,000.0 million subject to certain conditions. Borrowings under the Revolving Credit Facility may be used for working capital and other general corporate purposes. The upfront fees totaling $9.8 million incurred in connection with the credit agreement were capitalized as deferred cost and recorded as a non-current asset included within other assets on the consolidated balance sheet as of issuance of the credit facility. These deferred financing costs are being amortized to interest expense over the term of the Revolving Credit Facility and are not material. SMCI | 2026 Form 10-K | 86 Table of Contents SUPER MICRO COMPUTER, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) As of June 30, 2026, we had $2,000.0 million outstanding under the Revolving Credit Facility. As of June 30, 2026, the estimated collateral value of assets held in the United States was approximately $22.4 billion, after excluding assets that were ineligible, non-transferable, or otherwise assigned no realizable collateral value under the Credit Agreement. Borrowings under the Revolving Credit Facility bear interest, at our option, at either an alternate base rate ( ABR ) or a term rate, in each case plus an applicable margin. The applicable margin varies based on (i) during a non-investment grade period, our leverage ratio (ranging from 1.25% to 2.00% for term rate loans and 0.25% to 1.00% for ABR loans), or (ii) during an investment grade period, our corporate family rating (ranging from 1.13% to 1.38% for term rate loans and 0.13% to 0.38% for ABR loans). We also pay a quarterly commitment fee on unused commitments ranging from 0.15% to 0.30% during a non-investment grade period (or 0.12% to 0.15% during an investment grade period). Investment grade period refers to the period beginning on the date (no earlier than September 30, 2026) when we attain an investment grade corporate family rating from at least two of Moody s (Baa3 or higher), S&P (BBB- or higher), and Fitch (BBB- or higher), in each case with a stable or better outlook, and delivers an officer s certificate to the administrative agent confirming such ratings, and continuing until the occurrence of a subsequent non-investment grade trigger event. The Revolving Credit Facility matures on December 29, 2030. During any non-investment grade period, the Revolving Credit Facility is guaranteed by us and certain qualifying domestic subsidiaries (subject to customary exclusions) and is secured by a first-priority lien on substantially all assets of the applicable loan parties (subject to customary exclusions). The Credit Agreement includes customary restrictive covenants (some of which are not applicable during an investment grade period), including limitations on indebtedness, investments, and restricted payments, and a maximum total net leverage ratio covenant of 4.00:1.00 for the first four full fiscal quarters after inception, stepping down to 3.50:1.00 for the next four full fiscal quarters, and 3.00:1.00 thereafter. The Credit Agreement contains customary events of default (including change of control), which upon occurrence may result in the acceleration of amounts outstanding and termination of lender commitments. In June 2026, the Credit Agreement was amended to provide additional capacity for distributions on certain Mandatory Convertible Preferred Stock, subject to maintaining a pro forma fixed charge coverage ratio of at least 2.00:1.00. CTBC Revolving Credit Facilities On January 21, 2026, we entered into a facilities agreement (the Credit Agreement ) with a group of lenders led by CTBC Bank Co., Ltd., along with Credit Agricole Corporate and Investment Bank, Taipei Branch and E.Sun Commercial Bank, Ltd. as mandated lead arrangers and bookrunners (with CTBC Bank Co., Ltd. also acting as administrative agent under the Credit Agreement). The agreement provides for two revolving credit facilities totaling $710.0 million (the CTBC Revolving Credit Facilities ), comprised of Facility A1 ($350.0 million) and Facility A2 ($360.0 million), with an option to increase total commitments to up to $2,000.0 million, subject to certain conditions. On January 30, 2026, we entered into an increased facilities letter under the Credit Agreement, providing for additional revolving credit facilities in an aggregate amount of $1,055.0 million. As a result, the total lender commitments under the Credit Agreement increased to $1,765.0 million. The proceeds of the CTBC Revolving Credit Facilities may be applied to procure certain components and/or raw materials, subject to specified invoice and purchase order documentation and related timing requirements. We may request loans under the CTBC Revolving Credit Facilities at any time until and including the date falling one month prior to the maturity date. We intend to use the proceeds under the Credit Agreement for general corporate purposes, including to fund working capital for growth and business expansion, subject to the foregoing conditions. SMCI | 2026 Form 10-K | 87 Table of Contents SUPER MICRO COMPUTER, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Borrowings under Facility A1 denominated in U.S. Dollar ( USD ) accrue interest at the US dollar offered rate of the Taipei Forex Inc. ( TAIFX3 ) (subject to a zero floor) plus a margin of 1.0% per annum, and borrowings under Facility A2 denominated in USD accrue interest at Term SOFR (subject to a zero floor) plus a margin of 1.2% per annum. Borrowings under Facility A1 and Facility A2 denominated in New Taiwan Dollar ( NTD ) accrue interest at the Taipei Interbank Offered Rate ( TAIBOR ) (subject to a zero floor) plus a margin of 1.0% per annum; provided that the interest rate applicable to any loan denominated in NTD will never be less than 1.7%. We pay a commitment fee on unused and available commitments under the CTBC Revolving Credit Facilities on each day of the availability period that the daily average utilization amount of the CTBC Revolving Credit Facilities is less than 50% of total commitments at a rate of 0.15% per annum, payable quarterly in arrears. A 0.10% fee is payable if the maturity of the CTBC Revolving Credit Facilities is extended. Each prepayment of a loan under the CTBC Revolving Credit Facilities on a date other than the last day of the applicable interest period and any cancellation of commitments under the CTBC Revolving Credit Facilities is subject to a fee of 0.15% of the relevant prepaid amount and/or cancelled amount. The CTBC Revolving Credit Facilities mature on the first anniversary of the date of initial utilization; if no utilization is made within six months following the signing date of the Credit Agreement, the date of initial utilization will be deemed to be the first day following the completion of such six-month period. We may extend the maturity of the CTBC Revolving Credit Facilities on no more than two occasions, in each case by an additional year. The Credit Agreement is governed by the laws of Taiwan, and disputes are subject to the non-exclusive jurisdiction of the courts of Taiwan. The upfront fees totaling $13.7 million incurred in connection with the credit agreement were capitalized as deferred cost and recorded as a current asset included within prepaid expenses and other current assets on the consolidated balance sheet as of issuance of the credit facilities. These deferred financing costs are being amortized to interest expense over the term of the CTBC Revolving Credit Facilities and not material. Under the CTBC Revolving Credit Facilities, (i) the Company guarantees the obligations of its wholly-owned subsidiary, Super Micro Computer, Inc. Taiwan, (ii) all receivables of the subsidiary and the related proceeds are subject to a continuing security interest, and (iii) certain funds placed on term deposit in bank accounts held by the subsidiary are subject to a continuing security interest. The initial utilization was originally due for repayment on July 23, 2026. On July 23, 2026, the repayment date was extended to January 22, 2027. As of June 30, 2026, we had $1,763.5 million outstanding under the CTBC Revolving Credit Facilities. CTBC Bank CTBC Credit Lines On September 28, 2023, our Taiwan subsidiary entered into a general agreement for omnibus credit lines with CTBC Bank (the 2023 CTBC Agreement ), which replaces the prior CTBC credit lines in their entirety and permits for borrowings, from time to time, thereunder pursuant to various individual credit arrangements and includes the previously issued long and medium term loan facility of NTD 1,550.0 million entered in 2021 and 2020 (the Long and Medium Loan Facility ), and each of (i) a short-term loan and guarantee line providing credit of up to NTD 1,250.0 million and NTD 100.0 million, respectively (the NTD Short Term Loan/Guarantee Line ), (ii) a short-term loan providing a line of credit of up to $40.0 million (the USD Short Term Loan Line ), and (iii) an export/import o/a loan line providing a line of credit of up to $105.0 million for exports and $50.0 million for imports (the Export/Import Line, and, together with the NTD Short Term Loan/Guarantee Line and the USD Short Term Loan Line, the New CTBC Credit Lines ). Aggregate borrowings under the New CTBC Credit Lines together are subject to a cap of $105.0 million. SMCI | 2026 Form 10-K | 88 Table of Contents SUPER MICRO COMPUTER, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) On February 16, 2024, our Taiwan subsidiary entered into a new general agreement for omnibus credit lines with CTBC Bank (the 2024 CTBC Agreement ). This agreement (which changed arrangements under the 2023 CTBC Agreement), increased the aggregate total borrowings under the various individual credit arrangements with CTBC Bank from $105.0 million to $185.0 million. The credit arrangements under the 2024 CTBC Agreement now include the previously issued long and medium term loan facility of NTD 1,550.0 million entered in 2021 and 2020 (the Long and Medium Loan Facility ), and each of (i) a short-term loan and guarantee line providing credit of up to NTD 1,250.0 million and NTD 100.0 million, respectively (the New NTD Short Term Loan/Guarantee Line ), (ii) a short-term loan providing a line of credit of up to $40.0 million (the New USD Short Term Loan Line ), (iii) an export/import o/a loan line providing a line of credit of up to $105.0 million for exports and $50.0 million for imports (the New Export/Import Line ), and (iv) an import o/a loan line of credit of up to $80.0 million available through August 31, 2024 (the Incremental Import Line, and, together with the New NTD Short Term Loan/Guarantee Line, the New USD Short Term Loan Line, and the New Export/Import Line, the Increased CTBC Credit Lines ). Aggregate borrowings under all the Increased CTBC Credit Lines are subject to a cap of $185.0 million. Interest rates under each of the individual Increased CTBC Credit Lines are to be established according to individual credit arrangements, which interest rates shall be subject to adjustment depending on the satisfaction of certain conditions. Each of the New NTD Short Term Loan/Guarantee Line and the New USD Short Term Loan Line continue to be secured by certain of our Taiwan subsidiary s assets, including certain property, land, and plant. The tenor of the Incremental Import Line provides for availability until August 31, 2024, with a final drawdown date of February 28, 2025. Such Incremental Import Line, which is reviewed quarterly for cancellation by the CTBC Bank, is also subject to an average usage requirement and fee for retaining the underutilized portion of such line. For the Long and Medium Loan Facility, the Taiwan subsidiary is subject to various financial covenants, including current ratio, debt service coverage ratio, and financial debt ratio requirements. In the event the Taiwan subsidiary does not satisfy such financial covenants, CTBC Bank is permitted to, among other things, reduce the permitted total borrowings to a cap of $70.0 million from $105.0 million. Additional covenants require, among other things, us to maintain ownership of all of the capital stock of the Taiwan subsidiary and prohibit secondary mortgages on certain assets securing various of the Increased CTBC Credit Lines. The Increased CTBC Credit Lines have customary default provisions permitting CTBC Bank to suspend the extension of credit, reduce the credit line, shorten the credit extension term, or declare all principal and interest amounts immediately due and payable. 2025 CTBC Facility Letter On February 27, 2025, our Taiwan Subsidiary received a new facility letter from CTBC Bank ( 2025 Facility ), issued under the general agreement for omnibus credit lines with CTBC Bank, dated February 16, 2024 (the 2024 CTBC Agreement ). As a result, the credit arrangements under the 2024 CTBC Agreement now include the previously issued long and medium-term loan facility of NTD 1,550.0 million entered into in 2020 and 2021 (the Long and Medium Loan Facility ), and each of (i) a short-term loan and guarantee line providing credit of up to NTD 1,800.0 million and NTD 100.0 million, respectively (the NTD Short Term Loan/Guarantee Line ), (ii) a short-term loan providing a line of credit of up to $40.0 million (the USD Short Term Loan Line ), (iii) an export/import open account loan line providing a line of credit of up to $105.0 million for exports and imports (the Export/Import Line ) and (iv) an import o/a loan line of credit of up to $80.0 million (the Import O/A Line, and, together with the NTD Short Term Loan/Guarantee Line, the USD Short Term Loan Line, and the Export/Import Line, the 2025 CTBC Credit Lines ). Aggregate borrowings under all the 2025 CTBC Credit Lines are subject to a cap of $185.0 million as set forth under the 2024 CTBC Agreement. 2026 CTBC Facility Letter On April 21, 2026, our Taiwan Subsidiary received a new facility letter from CTBC Bank ( 2026 Facility ), issued under the general agreement for omnibus credit lines with CTBC Bank, dated February 16, 2024 (the 2024 CTBC Agreement ) and agreement for Individually Negotiated Terms and Conditions with CTBC Bank, dated May 8, 2026 (the 2026 CTBC Individually Agreement ). As a result, the credit arrangements under the 2024 CTBC Agreement now include the previously issued long and medium-term loan facility of NTD 1,550.0 million entered into in 2020 and 2021 (the Long and Medium Loan Facility ), and each of (i) a short-term loan and guarantee line providing credit of up to NTD 1,800.0 million and NTD 100.0 million, respectively (the NTD Short Term Loan/Guarantee Line ), (ii) an export/import open account loan line providing a line of credit of up to $105.0 million for exports and imports (the Export/Import Line ) and (iii) an import o/a loan line of credit of up to $80.0 million (the Import O/A Line, and, together with the NTD Short Term Loan/Guarantee Line, the USD Short Term Loan Line, and the Export/Import Line, the 2026 CTBC Credit Lines ). Aggregate borrowings under all the 2026 CTBC Credit Lines are subject to a cap of $185.0 million as set forth under the 2024 CTBC Agreement. SMCI | 2026 Form 10-K | 89 Table of Contents SUPER MICRO COMPUTER, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) As of June 30, 2026 and 2025, the outstanding borrowings under the 2026 CTBC Credit Lines were $183.2 million and $0.0 million, respectively. CTBC Term Loan Facility We, through our Taiwan subsidiary, entered into certain credit agreement, dated May 6, 2020, with CTBC Bank Co., Ltd. ( CTBC ), which provided for a ten-year, non-revolving term loan facility (the 2020 CTBC Term Loan Facility ) to borrow up to NTD 1,200.0 million. On July 20, 2021, we, through our Taiwan subsidiary, entered into a general agreement for omnibus credit lines with CTBC (the 2021 CTBC Credit Facility"), which replaced the prior CTBC credit facilities, other than the 2020 CTBC Term Loan Facility, in their entirety and permit borrowings, from time to time, pursuant to a term loan facility of up to NTD 1,550.0 million including the existing 2020 CTBC Term Loan Facility of NTD 1,200.0 million and a new 75-month, non-revolving term loan facility of NTD 350.0 million to use to purchase machinery and equipment for our Bade Manufacturing Facility located in Taiwan (the 2021 CTBC Machine Loan ). As of June 30, 2026 and 2025, the amounts outstanding under the 2020 CTBC Term Loan Facility were $21.1 million and $28.8 million, respectively. As of June 30, 2026 and 2025, under the 2021 CTBC Machine Loan, the amounts outstanding were $0.2 million and $1.8 million, respectively. As of June 30, 2026, the net book value of land and buildings located in Bade, Taiwan, collateralizing the CTBC credit lines, term loan facilities, and revolving credit facilities, was $76.0 million. Chang Hwa Bank Chang Hwa Bank Credit Lines and Credit Facility On October 5, 2021 (the Chang Hwa Bank Effective Date ), we, through our Taiwan subsidiary, entered into a credit facility (the Chang Hwa Bank Credit Facility ) with Chang Hwa Commercial Bank, Ltd. ( Chang Hwa Bank ). The Chang Hwa Bank Credit Facility permits borrowings of up to NTD 1,000.0 million (the Chang Hwa Bank Term Loan Facility ), including up to $20.0 million as loans, advances, acceptances, bills, bank guarantees, overdrafts, letters of credit, and other types of drawdown instruments (the CHB Credit Lines ). Terms for specific drawdown instruments issued under the Chang Hwa Bank Credit Facility, such as credit amount, term of use, mode of drawdown, specific lending rate, and other relevant terms, are set forth in the Import O/A Loan Contract and Export O/A Loan Contract, which were entered into on the Chang Hwa Bank Effective Date. None of these Loan Contracts are secured and there are no financial covenants. On May 13, 2022, Chang Hwa Bank notified us that it increased the borrowing capacity limit by $20.0 million. On April 26, 2024 (the CHB Effective Date ), our Taiwan subsidiary entered into a credit facility (the New Credit Facility ) with Chang Hwa Commercial Bank, Ltd. ( Chang Hwa Bank ) which was substantially similar to the Chang Hwa Bank Credit Facility, except the credit limit thereunder was updated to include, in addition to $20.0 million from the Chang Hwa Bank Credit Facility, an additional credit limit of NTD 300.0 million (together, the CHB Credit Lines ). On September 18, 2025 (the CHB Effective Date ), our Taiwan subsidiary entered into a credit facility (the 2025 Credit Facility ) with Chang Hwa Bank which was substantially similar to the New Credit Facility in 2024 to renew a Loan Contract for a general working capital loan (the General Working Capital Loan ). The credit limit thereunder has been adjusted to a total cap of NTD 1,000.0 million, which includes $20.0 million from the Chang Hwa Bank Credit Facility, a credit limit of NTD 300.0 million (together, the CHB Credit Lines ), and the remaining balance of Chang Hwa Bank Term Loan Facility . SMCI | 2026 Form 10-K | 90 Table of Contents SUPER MICRO COMPUTER, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Terms for specific drawdown instruments issued under the 2025 Credit Facility, such as credit amount, term of use, mode of drawdown, specific lending rate, and other relevant terms, are to be set forth in separate loan contracts (each, a Loan Contract ) negotiated with the Chang Hwa Bank. Under three Loan Contracts entered into on the CHB Effective Date, our Taiwan subsidiary and the Chang Hwa Bank have agreed to each of the following: (a) our Taiwan subsidiary may choose one of the following, subject to a cap of $20.0 million under the CHB Credit Lines: (i) a Loan Contract providing for the drawdown of up to $20.0 million for an import loan (the Import Open Account O/A Loan ), with the interest rate thereunder based on Taipei Forex Inc. ( TAIFX3 ) plus a fixed margin; or (ii) a Loan Contract providing for the drawdown of up to $20.0 million for an export loan (the Export Open Account O/A Loan ), with the interest rate thereunder based on TAIFX3 plus a fixed margin; and (b) a Loan Contract for a general working capital loan (the General Working Capital Loan ), subject to a cap of NTD 300.0 million under the CHB Credit Lines, with the interest rate set at a fixed premium to a specified one-year time savings deposit rate, subject to a stated minimum. Only the Loan Contract referred to in (b) is subject to renewal or re-execution, while the other agreements under (a) remain unchanged. None of the Import O/A Loan, Export O/A Loan, or General Working Capital Loan are secured and there are no financial covenants. Under the New Credit Facility, the Bank has the right to demand collateral for debts owed. As of June 30, 2026 and 2025, the outstanding borrowings under the CHB Credit Lines were $25.0 million and $0.0 million, respectively. As of June 30, 2026 and 2025, the total outstanding borrowings under the Chang Hwa Bank Term Loan Facility were denominated in NTD and remeasured into U.S. dollars at $2.6 million and $11.4 million, respectively. E.SUN Bank E.SUN Bank Credit Lines On June 17, 2023, we, through our Taiwan subsidiary, entered into Notifications and Confirmation of Credit Conditions ("Notification and Confirmation") pursuant to which the Taiwan subsidiary and E.SUN Bank agreed to drawdowns of up to $30.0 million for an import o/a financing loan with a tenor of 120 days (the 2023 Import O/A Loan ). The period of use is between May 16, 2023 and May 16, 2024. The interest rate thereunder is based on the US dollar offered rate of the Taipei Forex Inc. ( TAIFX3 ) plus a fixed margin, subject to negotiation on a monthly basis and adjustment under certain circumstances. Interest payments are due on a monthly basis, and the principal is repayable on the due date. The 2023 Import O/A Loan is not secured. Such Notification and Confirmation replaced the Notification and Confirmation entered into on the 2022 E.SUN Bank Effective Date related to the 2022 Import O/A Loan. On April 19, 2024, and renewed on May 19, 2025, our Taiwan subsidiary entered into unsecured credit facilities with E.SUN Bank consisting of: (i) an Import and Export Trade Facility, comprising import and export O/A financing loans, and (ii) a short-term loan facility. The combined borrowing limit under both facilities is $60.0 million for the O/A Loan, including up to NTD 800.0 million for the short-term loan. Drawdowns under the O/A loans have a tenor of 120 days; drawdowns under the short-term loan have a tenor of 180 days. The O/A loans bear interest at TAIFX3 plus a fixed margin, and the short-term loan bears interest at E.SUN Bank s one-month time savings deposit rate index plus a fixed margin, subject to a stated minimum. Interest rates may be adjusted under certain conditions. The facilities were available on a revolving basis through April 1, 2026 and require us to maintain continuous Nasdaq listing and 100% ownership of the Taiwan subsidiary; noncompliance may result in suspension of availability and accelerated repayment. On June 3, 2026, our Taiwan subsidiary renewed into unsecured credit facilities with E.SUN Bank consisting of an Import and Export Trade Facility, comprising import and export O/A financing loans. The borrowing limit under the facilities is $60.0 million for the O/A Loan. Drawdowns under the O/A loans have a tenor of 120 days. The O/A loans bear interest at TAIFX3 plus a fixed margin, and the short-term loan bears interest at E.SUN Bank s one-month time savings deposit rate index plus a fixed margin, subject to a stated minimum. Interest rates may be adjusted under certain conditions. The facilities are available on a revolving basis through May 12, 2027 and require to continue Nasdaq listing and maintain 100% ownership of the Taiwan subsidiary; noncompliance may result in suspension of availability and accelerated repayment. SMCI | 2026 Form 10-K | 91 Table of Contents SUPER MICRO COMPUTER, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The aggregate outstanding balance under the renewed facility, along with E.SUN Bank s participation amount under the CTBC Revolving Credit Facilities of $150.0 million, which is included in the outstanding balance under the CTBC Revolving Credit Facilities presented above, may not exceed $200.0 million. As of June 30, 2026 and 2025, the outstanding borrowings under the E.SUN Bank Credit Lines were $50.0 million and $30.0 million, respectively. E.SUN Bank Term Loan Facility On September 13, 2021 (the Old E.SUN Bank Effective Date ), we, through our Taiwan subsidiary, entered into a new General Credit Agreement with E.SUN Bank, which replaced the Prior E.SUN Bank Credit Facility (the 2021 E.SUN Bank Credit Facility ). The 2021 E.SUN Bank Credit Facility permitted borrowings of up to NTD 1,600.0 million. Terms for specific drawdown instruments issued under the 2021 E.SUN Bank Credit Facility, such as credit amount, term of use, mode of drawdown, specific lending rate, and other relevant terms, were to be set forth in Notification and Confirmation negotiated with E.SUN Bank. A Notification and Confirmation was entered into on the Old E.SUN Bank Effective Date for a five-year, non-revolving term loan facility to obtain up to NTD 1,600.0 million in financing for use in research and development activities (the Term Loan ). As of June 30, 2026 and 2025, the total outstanding borrowings under the Term Loan were denominated in NTD and remeasured into U.S. dollars of $2.5 million and $13.7 million, respectively. On August 9, 2022 (the 2022 E.SUN Bank Effective Date ), we, through our Taiwan subsidiary, entered into a new General Credit Agreement with E.SUN Bank, which replaced the 2021 E.SUN Bank Credit Facility (the 2022 E.SUN Bank Credit Facility ). The 2022 E.SUN Bank Credit Facility permits borrowings of up to NTD 680.0 million and the prior medium term loan under the Prior E.SUN Bank Credit Facility shall not exceed in aggregate NTD 1,800.0 million. Terms for specific drawdown instruments issued under the 2022 E.SUN Bank Credit Facility, such as credit amount, term of use, mode of drawdown, specific lending rate, and other relevant terms, are to be set forth in a Notification and Confirmation. Under the Notification and Confirmation entered into on the 2022 E.SUN Bank Effective Date, our Taiwan subsidiary and E.SUN Bank have agreed to a Medium Term Credit Loan of NTD 680.0 million with a tenor of five years. On November 14, 2024, and June 27, 2025, the Taiwan Subsidiary entered into amendments (the 2025 E.SUN Amendments ) of various Notification and Confirmation of Credit Agreements entered into with E.SUN Bank, which modified certain covenant requirements. On June 26, 2026, the Taiwan Subsidiary entered into amendments (the 2026 E.SUN Amendments ) of various Notification and Confirmation previously entered into with E.SUN Bank, which modified certain covenant requirements. A one-time waiver was granted by E.SUN Bank for the verification of the debt-to-net worth and interest coverage ratios for the period ending October 31, 2026, thereby, eliminating the requirement to review the above noted covenants. As of June 30, 2026 and 2025, the amount outstanding under the Term Loan was denominated in NTD and remeasured into US dollars of $4.8 million and $9.6 million, respectively. Mega Bank Mega Bank Credit Facilities On April 17, 2024, we, through our Taiwan subsidiary, entered into an Omnibus Credit Authorization Agreement (the 2024 Omnibus Credit Authorization Agreement ) with Mega International Commercial Bank ( Mega Bank ), which was substantially similar to the 2023 Omnibus Authorization Agreement, except the credit limit thereunder was increased from $20.0 million (or foreign currency equivalent) to $50.0 million (or foreign currency equivalent) (the Mega Bank Credit Limit ). During the loan period, our Taiwan subsidiary is required to maintain certain specified deposit balances with Mega Bank and we are required to maintain 100% direct or indirect share ownership of our Taiwan subsidiary. SMCI | 2026 Form 10-K | 92 Table of Contents SUPER MICRO COMPUTER, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The 2024 Omnibus Credit Authorization Agreement set forth additional terms of the individual credit authorizations. Our Taiwan subsidiary also received a Credit Authorization Approval Notice (the Approval Notice ) from an associated branch of Mega Bank. Pursuant to such Approval Notice, the associated Mega Bank branch permits our Taiwan subsidiary to make drawdowns up to the Mega Bank Credit Limit for short-term loans for material purchases and operating revolver with a tenor not to exceed 120 days. The Approval Notice also includes a sub-item credit limit of NTD 1,200.0 million as short-term loans for turnover. Interest on drawdowns denominated in US dollars is based upon TAIFX OFFER for three or six months, interest on drawdowns denominated in NTD is based upon Taipei Interbank Offered Rate ( TAIBOR ) for three or six months, and interest on drawdowns denominated in other currencies is based upon Mega Bank s cost of borrowing plus a specified premium, subject to periodic adjustment and adjustment in certain other circumstances, such as failure to maintain a sufficient balance in a demand deposit account with Mega Bank which are subject to Mega Bank s right of set off. Amounts borrowed are otherwise unsecured. On June 24, 2025, we, through our Taiwan subsidiary, entered into an Omnibus Credit Authorization Agreement (the New Omnibus Credit Authorization Agreement ) with Mega International Commercial Bank ( Mega Bank ), which was substantially similar to the 2024 Omnibus Credit Authorization Agreement. The New Omnibus Credit Authorized Agreement also includes a sub-item credit limit of NTD 600.0 million as short-term loans for turnover. Interest on drawdowns denominated in US dollars is based upon TAIFX OFFER for three or six months, interest on drawdowns denominated in NTD is based upon TAIBOR for three or six months, and interest on drawdowns denominated in other currencies is based upon Mega Bank s cost of borrowing plus a specified premium, subject to periodic adjustment and adjustment in certain other circumstances, such as failure to maintain a sufficient balance in a demand deposit account with Mega Bank which are subject to Mega Bank s right of set off. Amounts borrowed are otherwise unsecured. During the loan period, our Taiwan subsidiary is required to maintain certain specified deposit balances with Mega Bank and we are required to maintain 100% direct or indirect share ownership of our Taiwan subsidiary. 100% of deposit needs to be pledged to Mega Bank for the amount of actual drawdown exceeding $30.0 million. On February 4, 2026, our Taiwan subsidiary renewed the facility from Mega Bank. The renewed facility continues to provide up to $50.0 million including sub-item of NTD 600.0 million in total credit capacity. The renewed facility will be capped at $70.0 million together with the medium term loan and syndicated loan as CTBC Revolving Credit Facilities. The participation amount of the syndicated loan is $30.0 million, and is included in the outstanding balance under the CTBC Revolving Credit Facilities presented above. The maturity date is January 8, 2027. As of both June 30, 2026 and 2025, we had no outstanding borrowings under the Mega Bank credit lines. Mega Bank Term Loan Facilities On September 13, 2021 (the Mega Bank Effective Date ), we, through our Taiwan subsidiary, entered into a NTD 1,200.0 million credit facility (the Mega Bank Credit Facility ) with Mega Bank. The Mega Bank Credit Facility will be used to support manufacturing activities (such as purchase of materials and components), and to provide medium-term working capital (the Permitted Uses ). Drawdowns under the Mega Bank Credit Facility may be made through December 31, 2024, with the first drawdown date not later than November 5, 2021. The first drawdown date was on October 4, 2021. Drawdowns may be in amounts of up to 80% of Permitted Uses certified to the Bank in drawdown certificates. The interest rate is subject to adjustment in certain circumstances, such as events of default. Interest is payable monthly. Principal payments for amounts borrowed commence on the 15th day of the month following two years after the first drawdown and are repaid in monthly installments over a period of three years thereafter. The Mega Bank Credit Facility is unsecured and has customary default provisions permitting Mega Bank to reduce or cancel the extension of credit, or declare all principal and interest amounts immediately due and payable. As of June 30, 2026 and 2025, the total outstanding borrowings under the Mega Bank Credit Facility were denominated in NTD and remeasured into U.S. dollars at $3.1 million and $17.1 million, respectively. SMCI | 2026 Form 10-K | 93 Table of Contents SUPER MICRO COMPUTER, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) First Bank First Bank Credit Lines On April 26, 2024, our Taiwan subsidiary entered into a Credit Agreement and a Foreign Currency Agreement with First Commercial Bank Co., Ltd. ( First Bank ), providing a foreign currency working capital loan of up to $30.0 million including a sub-item credit limit of NTD 900.0 million on a revolving basis (the "First Bank Loan"). The loan terms, outlined in a Facility Letter from First Bank dated February 20, 2024, set the contract period from February 17, 2024, to February 17, 2025, with interest rates based on TAIFX or base rate plus a premium, depending on the currency. The loan is unsecured but subject to First Bank s right of set-off, with the possibility of requiring collateral at the bank s discretion. First Bank retains the right to reduce the facility amount, shorten the repayment term, or call the loan in full under certain conditions, such as missed interest or principal payments, failure to meet obligations to other financial institutions, or material legal violations by the Subsidiary. The agreement was renewed on July 18, 2025. The credit lines were reduced from $30.0 million to $20.0 million, including a sub-item credit limit of NTD 600.0 million, designed for short-term working capital loans. Subsequently on February 26, 2026, we renewed the Credit Agreement and the new maturity date is March 9, 2027. As of both June 30, 2026 and 2025, we had no outstanding borrowings under the First Bank credit lines. Covenant Compliance As of June 30, 2026, we were in compliance with all covenants for the credit lines, term loan facilities, and revolving credit facilities on our consolidated balance sheets. Note 9. Convertible Notes 2029 Convertible Notes In February 2024, we issued $1,725.0 million aggregate principal amount of 0.00% Convertible Senior Notes due 2029 (the Original 2029 Convertible Notes ). On February 11, 2025, we entered into privately negotiated subscription agreements with certain holders of the Original 2029 Convertible Notes (the Convertible Note SPAs ) to, among other things, amend certain terms of, and obtain waivers with respect to, the Original 2029 Convertible Notes and to issue $700.0 million aggregate principal amount of the 2028 Convertible Notes (as further described below). On February 12, 2025, pricing of the amended 2029 Convertible Notes and 2028 Convertible Notes was set pursuant to the Convertible Note SPAs, establishing a binding commitment by the parties to the Convertible Note SPAs. On February 20, 2025, we amended and supplemented that certain indenture governing the Original 2029 Convertible Notes (the Original 2029 Notes Indenture ), dated as of February 27, 2024, by entering into a first supplemental indenture and a second supplemental indenture (the Original 2029 Notes Indenture, as so amended, the 2029 Convertible Notes Indenture ), in each case the 2029 Convertible Notes were amended to (i) bear interest from February 20, 2025 at an annual rate of 3.50%, payable semi-annually in arrears on each March 1 and September 1, beginning on September 1, 2025 and (ii) include an updated conversion rate of 11.9842 shares of our common stock per $1,000 principal amount of 2029 Convertible Notes which is equivalent to a conversion price of approximately $83.44 per share of our common stock, in each case subject to adjustment as set forth in the 2029 Convertible Notes Indenture (such amendments, the Amendments ). The 2029 Convertible Notes are convertible into cash, shares of our common stock, or a combination of cash and shares of common stock, at our election. The other terms of the 2029 Convertible Notes remained substantially unchanged. The amendment was treated as an extinguishment of the original debt and an issuance of the new debt, in which a debt extinguishment loss of $30.3 million was recognized in other income (expense), net in the consolidated statements of operations during the year ended June 30, 2025. Special interest will accrue on the 2029 Convertible Notes in the circumstances and at the rates described in the 2029 Convertible Notes Indenture. The debt issuance costs are amortized to interest expense. SMCI | 2026 Form 10-K | 94 Table of Contents SUPER MICRO COMPUTER, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Holders may convert their 2029 Convertible Notes at their option only in the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2024, if the last reported sale price per share of our common stock exceeds 130% of the conversion price for each of at least 20 trading days during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (2) during the five consecutive business days immediately after any five consecutive trading day period (such five consecutive trading day period, the measurement period ) in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of our common stock on such trading day and the conversion rate on such trading day; (3) upon the occurrence of certain corporate events or distributions on our common stock, as described in the 2029 Convertible Notes Indenture; (4) if we call such notes for redemption; and (5) at any time from, and including, September 1, 2028 until the close of business on the second scheduled trading day immediately before the maturity date irrespective of the circumstances in (1) - (4) above. If we undergo a fundamental change (as defined in the 2029 Convertible Notes Indenture), subject to certain conditions, holders may require us to repurchase for cash all or any portion of their 2029 Convertible Notes, at a fundamental change repurchase price equal to 100% of the principal amount of the 2029 Convertible Notes to be repurchased, plus any accrued and unpaid special interest and additional interest, if any, up to, but excluding, the fundamental change repurchase date. In addition, following certain corporate events or if we issue a notice of redemption, it will, under certain circumstances, increase the conversion rate for holders who elect to convert their 2029 Convertible Notes in connection with such corporate event or during the relevant redemption period. The 2029 Convertible Notes are redeemable, in whole or in part (subject to certain limitations), for cash at our option at any time, and from time to time, on or after March 1, 2027 and on or before the 20th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of our common stock exceeds 130% of the conversion price for a specified period of time. The redemption price will be equal to the principal amount of the notes to be redeemed, plus accrued and unpaid special and additional interest, if any, to, but excluding, the redemption date. The 2029 Convertible Notes have customary provisions relating to the occurrence of events of default (as defined in the 2029 Convertible Notes Indenture). The occurrence of such events of default may result in the acceleration of all amounts due under the 2029 Convertible Notes. The 2029 Convertible Notes are senior unsecured obligations for us and rank senior in right of payment to all of our existing and future senior unsecured indebtedness, and senior to any future subordinated indebtedness. As of June 30, 2026, none of the conditions permitting the holders of the 2029 Convertible Notes to convert their notes early had been met. We accounted for the issuance of the 2029 Convertible Notes as a single liability measured at its amortized cost, as no other embedded features require bifurcation and recognition as derivatives. As of June 30, 2026 and 2025, the carrying value of the 2029 Convertible Notes, net of unamortized issuance costs of $15.8 million and $21.3 million, was $1,709.2 million and $1,703.7 million, respectively. The interest expense for the fiscal years ended June 30, 2026, 2025, and 2024 totaled $65.9 million, $25.4 million, and $1.9 million, respectively, including $5.5 million, $3.4 million, and $1.9 million, respectively, from the amortization of debt issuance costs. The effective interest rates for the fiscal year ended June 30, 2026, 2025, and 2024 were 3.86%, 3.86%, and 0.34%, respectively. In February 2024, in connection with the issuance of the Original 2029 Convertible Notes, we entered into privately negotiated capped call transactions. These capped call instruments featured an initial strike price of $134.14 and a cap price of $195.10 per share, subject to adjustment. For accounting purposes, the capped call transactions were treated as separate equity-classified instruments, not embedded derivatives, and were recorded in stockholders equity at a cost of $142.1 million. On February 12, 2025, in connection with the Amendments, we also entered into agreements to amend certain terms of the privately negotiated capped call transactions (collectively and as amended, the 2029 Capped Call Transactions ) originally entered into with certain financial institutions (the 2029 Capped Call Counterparties ) on February 22, 2024. The amendments, among other things, make certain adjustments to the economic terms of the capped call transactions, including the strike price and cap price. The cap price, after giving effect to the amendments, is initially $94.17 per share of our common stock, and is subject to certain adjustments under the terms of the amended capped calls. The number of shares underlying the capped calls increased from 7.455 to 11.984 per $1,000 principal amount of 2029 Convertible Notes. SMCI | 2026 Form 10-K | 95 Table of Contents SUPER MICRO COMPUTER, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The 2029 Capped Call Transactions are expected generally to reduce the potential dilution to our common stock upon conversion of the 2029 Convertible Notes and/or offset any potential cash payments we are required to make in excess of the principal amount of the 2029 Convertible Notes, as the case may be, with such reduction and/or offset, in each case subject to a cap. The amendment to the 2029 Capped Call Transactions did not change the recognition of the 2029 Capped Call Transactions as shareholders equity and did not result in any incremental value requiring recognition. The amended 2029 Convertible Notes and the amended 2029 Capped Call Transactions have been integrated for tax purposes. Accordingly, the premiums paid for the purchases of the capped calls are deductible for income tax purposes over the term of the 2029 Convertible Notes. A reduction of deferred tax assets of $18.5 million were recorded in stockholders equity to reflect the tax impact of the extinguishment and re-issuance of the 2029 Convertible Notes and the capped call transactions. 2028 Convertible Notes On February 20, 2025, we issued $700.0 million aggregate principal amount of our 2.25% Convertible Senior Notes due 2028 (the 2028 Convertible Notes ) pursuant to an indenture by and between us and U.S. Bank Trust Company, National Association, as trustee (the 2028 Convertible Notes Indenture ). We incurred $16.3 million of issuance costs and fees payable to the placement agents. The 2028 Convertible Notes will mature on July 15, 2028, unless earlier repurchased, redeemed or converted. The 2028 Convertible Notes bear interest from February 20, 2025 at an annual rate of 2.25%, payable semi-annually in arrears on each January 15 and July 15, beginning on July 15, 2025. The 2028 Convertible Notes are convertible into cash, shares of our common stock, or a combination of cash and shares of our common stock, at our election, at an initial conversion rate of 16.3784 shares of our common stock per $1,000 principal amount of 2028 Convertible Notes, which is equivalent to an initial conversion price of approximately $61.06 per share of our common stock. The conversion rate is subject to customary adjustments for certain events as described in the 2028 Convertible Notes Indenture. We may pay special interest, if any, at our election as the sole remedy relating to a failure to comply with our reporting obligations and will be obligated to pay additional interest, if any, under the circumstances set forth in the 2028 Convertible Notes Indenture. Holders may convert their 2028 Convertible Notes at their option only in the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2025, if the last reported sale price per share of our common stock exceeds 130% of the conversion price for each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (2) during the five consecutive business days immediately after any five consecutive trading day period (such five consecutive trading day period, the 2028 Convertible Note measurement period ) in which the trading price per $1,000 principal amount of 2028 Convertible Notes for each trading day of the 2028 Convertible Note measurement period was less than 98% of the product of the last reported sale price per share of our common stock on such trading day and the conversion rate on such trading day; (3) upon the occurrence of certain corporate events or distributions on our common stock, as described in the 2028 Convertible Notes Indenture; (4) if we call the 2028 Convertible Notes for redemption; and (5) at any time from, and including, January 15, 2028 until the close of business on the second scheduled trading day immediately before the maturity date irrespective of the circumstances in (1) - (4) above. If we undergo a fundamental change (as defined in the 2028 Convertible Notes Indenture), subject to certain conditions, holders may require us to repurchase for cash all or any portion of their 2028 Convertible Notes, at a fundamental change repurchase price equal to 100% of the principal amount of the 2028 Convertible Notes to be repurchased, plus any accrued and unpaid interest, up to, but excluding, the fundamental change repurchase date. In addition, following certain corporate events or if we issue a notice of redemption, it will, under certain circumstances, increase the conversion rate for holders who elect to convert their 2028 Convertible Notes in connection with such corporate event or during the relevant redemption period. The 2028 Convertible Notes are redeemable, in whole or in part (subject to certain limitations), for cash at our option at any time, and from time to time, on or after March 1, 2026 and on or before the 20th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of our common stock exceeds 150% of the conversion price for a specified period of time. The redemption price will be equal to the principal amount of the 2028 Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. SMCI | 2026 Form 10-K | 96 Table of Contents SUPER MICRO COMPUTER, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The 2028 Convertible Notes have customary provisions relating to the occurrence of events of default (as defined in the 2028 Convertible Notes Indenture). The occurrence of such events of default may result in the acceleration of all amounts due under the 2028 Convertible Notes. The 2028 Convertible Notes are general unsecured obligations for us and rank senior in right of payment to all of our existing and future senior unsecured indebtedness, and senior to any future subordinated indebtedness. As of June 30, 2026, none of the conditions permitting the holders of the 2028 Convertible Notes to convert their notes early had been met. We accounted for the issuance of the 2028 Convertible Notes as a single liability measured at its amortized cost, as no other embedded features require bifurcation and recognition as derivatives. As of June 30, 2026 and 2025, the carrying value of the 2028 Convertible Notes, net of unamortized issuance costs of $10.0 million and $14.6 million, was $690.0 million and $685.4 million, respectively. The interest expense for the fiscal years ended June 30, 2026 and 2025 totaled $20.4 million and $7.4 million, respectively, including $4.6 million and $1.7 million, respectively, from the amortization of debt issuance costs. The effective interest rates for each of the fiscal years ended June 30, 2026 and 2025 was 2.97%. 2030 Convertible Notes On June 23, 2025, we issued $2,300.0 million aggregate principal amount of 2030 Convertible Notes which included $300.0 million exercise in full of the overallotment option. We received net proceeds from the offering of approximately $2,256.0 million. We used approximately $182.2 million of the net proceeds to fund the cost of entering into the Capped Call Transactions described below. In addition, we used approximately $200.0 million of the net proceeds to repurchase 4,891,171 shares of our common stock, $0.001 par value per share from certain purchasers of the 2030 Convertible Notes (refer to Note 13, Stockholders Equity for further details). The 2030 Convertible Notes will mature on June 15, 2030, unless earlier redeemed, repurchased or converted in accordance with their terms prior to such date. Prior to the close of business on the business day immediately preceding December 17, 2029, the 2030 Convertible Notes will be convertible only upon the satisfaction of certain conditions and during certain periods, and on and after December 17, 2029, at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date, the 2030 Convertible Notes will be convertible regardless of these conditions. We will settle conversions by paying or delivering, as applicable, cash, shares of our common stock or a combination of cash and shares of our common stock at our election. The 2030 Convertible Notes will not bear regular interest, and the principal amount of the note will not accrete. However, special interest and additional interest, if any, will accrue under the circumstances and at the rates set forth in the Indenture. The 2030 Convertible Notes will be convertible, at our election, into cash, shares of our common stock, or a combination of both, based on the applicable conversion rate at the time of conversion. The 2030 Convertible Notes will constitute senior, unsecured obligations for us and will rank equally in right of payment with our existing and future senior unsecured indebtedness, including its 2028 and 2029 convertible senior notes. The 2030 Convertible Notes were not eligible for conversion as of June 30, 2026. Holders may convert their 2030 Convertible Notes at their option only in the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on September 30, 2025, if the last reported sale price per share of our common stock exceeds 130% of the conversion price for each of at least 20 trading days during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (2) during the five consecutive business days immediately after any five consecutive trading day period (such five consecutive trading day period, the measurement period ) in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of our common stock on such trading day and the conversion rate on such trading day; (3) upon the occurrence of certain corporate events or distributions on our common stock, as described in the Indenture; (4) if we call such notes for redemption; and (5) at any time from, and including, December 17, 2029 until the close of business on the second scheduled trading day immediately before the maturity date irrespective of the circumstances in (1) - (4) above. SMCI | 2026 Form 10-K | 97 Table of Contents SUPER MICRO COMPUTER, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The initial conversion rate is 18.1154 shares per $1,000 principal amount of 2030 Convertible Notes, which represents an initial conversion price of approximately $55.20 per share, and is subject to adjustment in accordance with the terms of the Indenture. If we undergo a fundamental change (as defined in the 2030 Convertible Notes Indenture), subject to certain conditions, holders may require us to repurchase for cash all or any portion of their 2030 Convertible Notes, at a fundamental change repurchase price equal to 100% of the principal amount of the 2030 Convertible Notes to be repurchased, plus any accrued and unpaid interest, up to, but excluding, the fundamental change repurchase date. In addition, following certain corporate events or if we issue a notice of redemption, it will, under certain circumstances, increase the conversion rate for holders who elect to convert their 2030 Convertible Notes in connection with such corporate event or during the relevant redemption period. The 2030 Convertible Notes are redeemable, in whole or in part (subject to certain limitations), for cash at our option at any time, and from time to time, on or after June 15, 2028 and on or before the 20th scheduled trading day immediately before the maturity date, but only if (i) the 2030 Convertible Notes are freely tradable (as defined in the 2030 Convertible Notes Indenture), and all accrued and unpaid additional interest, if any, has been paid, as of the date we send the related redemption notice and (ii) the last reported sale price per share of our common stock exceeds 130% of the conversion price for a specified period of time. The redemption price will be equal to the principal amount of the 2030 Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. The 2030 Convertible Notes have customary provisions relating to the occurrence of event of default (as defined in the 2030 Convertible Notes Indenture). The occurrence of such events of default may result in the acceleration of all amounts due under the 2030 Convertible Notes. We accounted for the issuance of the 2030 Convertible Notes as a single liability measured at its amortized cost, as no other embedded features require bifurcation and recognition as derivatives. As of June 30, 2026 and 2025, the carrying value of the 2030 Convertible Notes, net of unamortized issuance costs of $35.1 million and $43.9 million, was $2,264.9 million and $2,256.1 million, respectively. Interest expense for the fiscal years ended June 30, 2026 and 2025 totaled $8.8 million and $0.1 million, respectively, all of which are amortization of debt issuance costs. The effective interest rate for each of the fiscal years ended June 30, 2026 and 2025 was 0.39%. In connection with the 2030 Convertible Notes, we entered into privately negotiated capped call transactions (collectively, the 2030 Capped Call Transactions ) with certain financial institutions (the 2030 Capped Call Counterparties ). The 2030 Capped Call Transactions are expected generally to reduce potential dilution to holders of our common stock upon any conversion of the 2030 Convertible Notes and/or offset any potential cash payments we are required to make in excess of the principal amount of such converted 2030 Convertible Notes, as the case may be, with such reduction and/or offset subject to a cap. The cap price of the 2030 Capped Call Transactions is initially $81.78 per share of common stock, representing a premium of 100% above the last reported sale price of $40.89 per share of common stock on June 23, 2025, and is subject to certain adjustments under the terms of the 2030 Capped Call Transactions. The 2030 Capped Call Transactions will not affect any holder s rights under the 2030 Convertible Notes. Holders of the 2030 Convertible Notes will not have any rights with respect to the 2030 Capped Call Transactions. As these transactions meet certain accounting criteria, the 2030 Capped Call Transactions of $182.2 million are recorded in stockholders equity and are not accounted for as derivatives. The 2030 Capped Call Transactions have been integrated for tax purposes. Accordingly, the premiums paid for the purchases of the 2030 Capped Call Transactions are deductible for income tax purposes over the term of the 2030 Convertible Notes, subject to limitations. Deferred tax assets of $43.0 million were recorded in stockholders' equity to reflect the tax impact of the issuance of the 2030 Convertible Notes and the 2030 Capped Call Transactions. SMCI | 2026 Form 10-K | 98 Table of Contents SUPER MICRO COMPUTER, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Note 10. Leases We lease offices, warehouses, data center spaces, vehicles, and certain equipment under non-cancelable operating leases. Operating lease expense recognized and supplemental cash flow information related to operating leases for the years ended June 30, 2026, 2025, and 2024 were as follows (in thousands): Years Ended June 30, 202620252024 Operating lease expense (including expense for lease agreements with related parties of $1,054, $742, and $450 for the years ended June 30, 2026, 2025, and 2024, respectively) $59,840 $22,977 $9,983 Cash payments for operating leases (including payments to related parties of $1,087, $726, and $406 for the years ended June 30, 2026, 2025, and 2024, respectively) $52,141 $17,849 $9,343 New operating lease assets obtained in exchange for operating lease liabilities $266,753 $276,170 $32,581 During the years ended June 30, 2026, 2025 and 2024, our costs related to short-term lease arrangements for real estate and non-real estate assets were immaterial. Variable lease payments expensed in the years ended June 30, 2026, 2025, and 2024 were $3.4 million, $3.4 million, and $2.3 million, respectively. ROU assets and lease liabilities are recorded in the consolidated balance sheets as follows (in thousands, except for term and discount rate): June 30, 2026June 30, 2025 Other assets $521,287 $293,692 Accrued liabilities 40,626 21,189 Other long-term liabilities 498,974 280,368 Total lease liabilities$539,600 $301,557 Weighted average remaining lease term 8.8 years9.1 years Weighted average discount rate(1) 5.8 %5.8 % (1) As the interest rate in the lease contract is typically not readily available, we estimate the incremental borrowing rate considering credit notching approach based on information available at lease commencement. SMCI | 2026 Form 10-K | 99 Table of Contents SUPER MICRO COMPUTER, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) In June 2024, we entered into a lease agreement for a 21 MW data center colocation space located in Vernon, California (the Data Center Space ) that will expire on September 30, 2035. We do not have an option to extend (or to terminate) the lease. The lease agreement consists of three tranches, with the first tranche of 6 MW having commenced on January 24, 2025, the second tranche of 9 MW commenced on May 12, 2025 and the third tranche of 6 MW commenced on August 15, 2025. As of June 30, 2026, the ROU assets and lease liabilities related to all three tranches totaled $278.3 million and $290.2 million, respectively. Variable lease payments not dependent on a rate or index associated with our leases are recognized when the event, activity, or circumstance in the lease agreement on which those payments are assessed as probable. Variable lease payments are presented as operating expenses in the consolidated statements of operations. Simultaneously, we entered into a Sublicense agreement, the term of which coincides with our Data Center Space lease. We accounted for the lease as an operating lease and the Sublicense as a sublease under ASC Topic 842, Leases. The Sublicense did not relieve our original obligation under the Data Center Space lease, and therefore we did not adjust the operating lease ROU asset and related liability. Sublicense income is recognized on a straight-line basis and the rental income is included in other income (expense), net on the consolidated statements of operations. Rental income is included in other income (expense), net on the consolidated statements of operations (in thousands): Years Ended June 30, 20262025 Sublease income$39,705 $8,031 As of June 30, 2026, the future total minimum Sublicense receipts expected to be received are as follows (in thousands): Fiscal Year:Future minimum Sublicense receipts 2027$38,348 202839,499 202940,684 203041,904 203143,161 2032 and beyond198,372 Total Sublicense receipts - Lessor$401,968 SMCI | 2026 Form 10-K | 100 Table of Contents SUPER MICRO COMPUTER, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Maturities of operating lease liabilities under non-cancelable operating lease arrangements as of June 30, 2026 are as follows (in thousands): Fiscal Year:Maturities of operating leases 2027$65,299 202880,540 202981,952 203084,274 203177,194 2032 and beyond326,856 Total future lease payments716,115 Less: Imputed interest(176,515) Present value of operating lease liabilities$539,600 Current portion$40,626 Long-term portion$498,974 Related party leases We have entered into lease agreements with related parties. See Note 11, Related Party Transactions for further discussion. Note 11. Related Party Transactions We have a variety of business relationships with Ablecom Technology Inc ( Ablecom ) and Compuware Technology Inc ( Compuware ), both of which are Taiwan-based corporations. Ablecom is a major contract manufacturer for us and its Chief Executive Officer, Steve Liang, is the brother of Charles Liang, our President, Chief Executive Officer and Chairman of the Board. As of June 30, 2026, Steve Liang and his family members owned approximately 35.5% of Ablecom s stock. Charles Liang and his spouse, Sara Liu, who is also an officer and director for us, collectively owned approximately 10.5% of Ablecom s capital stock as of June 30, 2026. Bill Liang, a brother of both Charles Liang and Steve Liang, is a member of the board of directors of Ablecom. Bill Liang is also the Chief Executive Officer of Compuware, Chairman of Compuware s board of directors and a holder of equity interest in Compuware. Steve Liang is also a member of Compuware s board of directors and is an equity holder of Compuware. Compuware is also a major contract manufacturer for us and a distributor of our products in limited geographic regions. Neither Charles Liang nor Sara Liu own any capital stock of Compuware. In October 2018, our Chief Executive Officer, Charles Liang, personally borrowed approximately $12.9 million from Chien-Tsun Chang, the spouse of Steve Liang. The loan was unsecured, had no maturity date and bore interest at 0.8% per month for the first six months, increased to 0.85% per month through February 28, 2020, and reduced to 0.25% effective March 1, 2020. The loan was originally made at Mr. Liang's request to provide funds to repay margin loans to two financial institutions, which loans had been secured by shares of our common stock that he held. The lenders called the loans in October 2018, following the suspension of our common stock from trading on Nasdaq in August 2018 and the decline in the market price of our common stock in October 2018. As of June 30, 2026 and June 30, 2025, the amount due on the unsecured loan (including principal and accrued interest) was $0.0 million and approximately $16.8 million, respectively. On October 9, 2025, the outstanding loan principal and accrued interest through October 8, 2025, totaling $16.9 million was repaid in full. Dealings with Ablecom We have entered into a series of agreements with Ablecom, including, but not limited to, multiple product development, production and service agreements, credit agreements, product manufacturing agreements, manufacturing services agreements and lease agreements for warehouse space. SMCI | 2026 Form 10-K | 101 Table of Contents SUPER MICRO COMPUTER, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) During the fourth quarter of the fiscal year ended June 30, 2026, we entered into an arrangement for Ablecom to resell certain products, to an end customer in Japan. The transaction was entered into in the ordinary course of business, and the related terms and conditions were consistent with those negotiated with other third-party resellers for similar transactions. During fiscal year 2026, we entered into a 50-year superficies (land-use right) agreement with Ablecom covering three parcels of land in Taoyuan, Taiwan. The agreement generates recurring lease income, with rent subject to periodic adjustments based on changes in the Taoyuan announced land value index. Rental income recognized under the agreement during fiscal year 2026 was not material. Under these agreements, we outsource to Ablecom a portion of our design activities and a significant part of our server chassis manufacturing as well as an immaterial portion of other components. Ablecom manufactured approximately 95.3%, 95.4%, and 93.6% of the chassis purchased by us during fiscal years 2026, 2025, and 2024, respectively. With respect to design activities, Ablecom generally agrees to design certain agreed-upon products according to our specifications, and further agrees to build the tools needed to manufacture the products. We pay Ablecom for the design and engineering services, and further agree to pay Ablecom for the tooling. We retain full ownership of any intellectual property resulting from the design of these products and tooling. With respect to the manufacturing aspects of the relationship, Ablecom purchases most of the materials needed to manufacture the chassis from third parties and we provide certain components used in the manufacturing process (such as power supplies) to Ablecom through consignment or sales transactions. Ablecom uses these materials and components to manufacture the completed chassis and then sells them back to us. For the components purchased from us, Ablecom sells the components back to us at a price equal to the price at which we sold the components to Ablecom. There is no revenue recognized by us from these transactions. We and Ablecom frequently review and negotiate the prices of the chassis we purchase from Ablecom. In addition to inventory purchases, we also incur other costs associated with design services, tooling and other miscellaneous costs from Ablecom. Our exposure to financial loss as a result of our involvement with Ablecom is limited to potential losses on our purchase orders in the event of an unforeseen decline in the market price and/or demand of our products such that we incur a loss on the sale or cannot sell the products. Non-cancelable purchase orders from us to Ablecom on June 30, 2026 and 2025 were $59.8 million and $30.6 million, respectively, effectively representing the exposure to financial loss. We do not directly or indirectly guarantee any obligations of Ablecom, or any losses that the equity holders of Ablecom may suffer. Since Ablecom manufactures substantially all the chassis that we incorporate into our products, if Ablecom were to suddenly be unable to manufacture chassis for us, our business could suffer if we are unable to quickly qualify substitute suppliers who can supply high-quality chassis to us in volume and at acceptable prices. We have extended a $10.0 million trade credit line with a net 30 days payment term to Ablecom through a credit agreement that outlines the terms and conditions governing their business dealings. Dealings with Compuware We appointed Compuware as a non-exclusive authorized distributor of our products in Taiwan, China, Australia, Malaysia, and U.S. Compuware assumes the responsibility of installing our products at the site of the end customer, if required, and administers customer support in exchange for a discount from our standard price for its purchases. From time to time, Compuware acts as a sales representative for us in exchange for a fee that is based on a percentage of net sales generated from customers introduced to us. The fee structure for Compuware is comparable to the fee structure offered to other sales representatives in the same geographic region. We have entered into a series of agreements with Compuware, including multiple product development, production and service agreements, product manufacturing agreements, and lease agreements for office space. We extended a $200.0 million trade credit line on November 19, 2025, with a net 90 days payment term to Compuware through a credit agreement that outlines the terms and conditions governing their business dealings. SMCI | 2026 Form 10-K | 102 Table of Contents SUPER MICRO COMPUTER, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Under these agreements, we outsource a portion of our design activities, a significant part of our power supplies manufacturing and an immaterial portion of other components to Compuware. Compuware manufactured approximately 94.4%, 94.6% and 96.6% of the power supplies purchased by us during the fiscal years ended June 30, 2026, 2025 and 2024, respectively. With respect to design activities, Compuware generally agrees to design certain agreed-upon products according to our specifications and further agrees to build the tools needed to manufacture the products. We pay Compuware for the design and engineering services and further agree to pay Compuware for the tooling. We retain full ownership of any intellectual property resulting from the design of these products and tooling. With respect to the manufacturing aspects of the relationship, Compuware purchases most of the materials needed to manufacture the power supplies from third parties and uses these materials to manufacture the products and then sell those products to us. We and Compuware frequently review and negotiate the prices of the power supplies we purchase from Compuware. Compuware also manufactures motherboards, backplanes and other components used on printed circuit boards for us. We sell to Compuware most of the components needed to manufacture the above products. Compuware uses the components to manufacture the products and then sells the products back to us at a purchase price equal to the price at which we sold the components to Compuware, plus a manufacturing value added fee and other miscellaneous material charges and costs, including overhead and labor. There is no revenue recognized by us from these transactions. We and Compuware frequently review and negotiate the amount of the manufacturing value added fee that will be included in the price of the products we purchase from Compuware. In addition to the inventory purchases, we also incur costs associated with design services, tooling assets, and miscellaneous costs. Our exposure to financial loss as a result of our involvement with Compuware is limited to potential losses on our purchase orders in the event of an unforeseen decline in the market price and/or demand of our products such that we incur a loss on the sale or cannot sell the products. Non-cancelable purchase orders from us to Compuware on June 30, 2026 and 2025 were $182.2 million and $118.3 million, respectively, effectively representing the exposure to financial loss. We do not directly or indirectly guarantee any obligations of Compuware, or any losses that the equity holders of Compuware may suffer. During the fiscal year ended June 30, 2026, we agreed to pay a finder s fee of approximately $1.8 million representing a weighted average fee rate of approximately 0.16% of the net sales from a customer referred to us by Compuware. During the fiscal year ended June 30, 2025, we agreed to pay a finder s fee of approximately $1.6 million which represents 1% of the net sales from a customer referred to us by Compuware. This finder s fee is consistent with market terms given Compuware's limited role and industry margins. The agreement doesn t require us to absorb losses or provide subordinated financing. Dealings with Leadtek Research Inc. In October 2023, Ablecom and Compuware acquired an approximately 30% interest in Leadtek Research Inc. ( Leadtek ), a Taiwan company specializing in providing professional graphics cards and workstation solutions (the Leadtek Investment ). As of December 31, 2025, this interest came down to approximately 29%. Prior to the Leadtek Investment, none of our related parties had direct or indirect material interests in any transactions in which we were a participant with Leadtek. As of June 30, 2026, Steve Liang, Chang-Jian-Tsun (wife of Steve Liang), and Bill Liang served as three of the seven members of the Leadtek board of directors. We engaged in transactions whereby we sold servers worth $1.2 million, $0.7 million, and $1.4 million to Leadtek during the fiscal years ended June 30, 2026, 2025 and 2024, respectively. We purchased graphics cards worth $0.0 million, $0.5 million, and $2.1 million from Leadtek during the fiscal years ended June 30, 2026, 2025 and 2024, respectively. Dealings with Investment in a Corporate Venture In October 2016, we entered into agreements pursuant to which we contributed certain technology rights in connection with an investment in Corporate Venture located in China to expand our presence in China. The Corporate Venture is 30% owned by us and 70% owned by another company in China. The transaction closed in the third quarter of the fiscal year ended June 30, 2017, and the investment is accounted for using the equity method. As such, the Corporate Venture is also a related party. SMCI | 2026 Form 10-K | 103 Table of Contents SUPER MICRO COMPUTER, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) We sold products worth $8.1 million, $11.0 million and $21.8 million to the Corporate Venture in the fiscal years 2026, 2025 and 2024, respectively. Our share of intra-entity profits on the products that remained unsold by the Corporate Venture had been eliminated. To the extent that the elimination of intra-entity profits reduces the investment balance below zero, such amounts are recorded within accrued liabilities. We had less than $0.1 million due from the Corporate Venture in accounts receivable, net as of June 30, 2025. We monitor the investment for events or circumstances indicative of potential impairment and make appropriate reductions in carrying values if we determine that an impairment charge is required. As of June 30, 2025, we concluded the Corporate Venture would be divested in the fiscal year ending June 2026. We performed an impairment analysis on this investment and concluded the remaining carrying value of the equity investment of $6.7 million was impaired as of June 30, 2025. On November 25, 2025, the Equity Transfer Agreement was signed, and the divestiture of our 30% interest was completed on December 23, 2025, and the Corporate Venture ceased to be a related party as of December 23, 2025. Other Transactions For the fiscal year ended June 30, 2026, we had no sales to and immaterial purchases from Green Earth Liang s Inc. ( Green Earth ), an entity affiliated with our Chief Executive Officer. For the fiscal year ended June 30, 2025, we had immaterial expense reimbursement from Green Earth. As of June 30, 2026 and 2025, there was no amount due to and from Green Earth. For the fiscal year ended June 30, 2024, we had immaterial sales to and purchases from Green Earth. As of June 30, 2024, the amounts due to and from Green Earth were immaterial. We had the following balances related to transactions with our related parties as of June 30, 2026 and 2025 (in thousands): Accounts receivable Other receivables(1) Other assetsAccounts payableAccrued liabilities(2) Other long-term liabilities(3) Ablecom As of June 30, 2026$4 $905 $112 $64,313 $464 $169 As of June 30, 2025$1 $1,059 $ $55,460 $753 $114 As of June 30, 2026$620 $ $ $52,749 $749 $193 As of June 30, 2025$285 $12,686 $ $74,292 $291 $494 As of June 30, 2026$ $ $ $ $ $ As of June 30, 2025$30 $ $ $ $ $ As of June 30, 2026$ $ $ $ $ $ As of June 30, 2025$77 $ $ $ $ $ As of June 30, 2026$624 $905 $112 $117,062 $1,213 $362 As of June 30, 2025$393 $13,745 $ $129,752 $1,044 $608 Cost of salesPurchase of fixed assetsResearch and development Sales and marketing Other income Ablecom Year Ended June 30, 2026$404 $390,491 $12,737 $5,320 $ $4 Year Ended June 30, 2025$317 $321,866 $18,659 $5,026 $ $ Year Ended June 30, 2024$11 $269,256 $11,990 $4,513 $ $ Compuware Year Ended June 30, 2026$19,984 $335,203 $609 $1,446 $1,776 $ Year Ended June 30, 2025$30,238 $328,258 $558 $1,686 $1,649 $ Year Ended June 30, 2024$46,618 $280,801 $163 $1,377 $ $ Corporate Venture* Year Ended June 30, 2026$8,147 $ $ $ $ $ Year Ended June 30, 2025$11,027 $ $ $ $ $ Year Ended June 30, 2024$21,806 $ $ $ $ $ Leadtek Year Ended June 30, 2026$1,246 $ $ $ $ $ Year Ended June 30, 2025$677 $534 $ $ $ $ Year Ended June 30, 2024$1,356 $2,079 $ $ $ $ Year Ended June 30, 2026$29,781 $725,694 $13,346 $6,766 $1,776 $4 Year Ended June 30, 2025$42,259 $650,658 $19,217 $6,712 $1,649 $ Year Ended June 30, 2024$69,791 $552,136 $12,153 $5,890 $ $ *The divestiture of our 30% interest was completed on December 23, 2025, after which the Corporate Venture ceased to be a related party. Accordingly, this disclosure covers only the six months ended December 31, 2025. SMCI | 2026 Form 10-K | 105 Table of Contents SUPER MICRO COMPUTER, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Our cash flow impact from transactions with our related parties for the fiscal years ended June 30, 2026, 2025, and 2024 are as follows (in thousands): Changes in accounts receivableChanges in prepaid expenses and other assets Changes in accounts payableChanges in accrued liabilitiesChanges in other long-term liabilitiesCash payment for property, plant, and equipment Unpaid property, plant, and equipment Ablecom Year Ended June 30, 2026$(3)$42 $8,853 $(289)$55 $11,965 $4,651 Year Ended June 30, 2025$ $868 $(43,169)$753 $114 $17,119 $3,879 Year Ended June 30, 2024$1 $914 $62,918 $(1,230)$ $10,428 $2,339 Compuware Year Ended June 30, 2026$(335)$12,686 $(21,543)$458 $(301)$602 $7 Year Ended June 30, 2025$(143)$(2,674)$7,856 $121 $494 $558 $ Year Ended June 30, 2024$3,386 $14,879 $13,013 $(12,617)$(178)$197 $ Corporate Venture* Year Ended June 30, 2026$30 $ $ $ $ $ $ Year Ended June 30, 2025$5,045 $ $ $ $ $ $ Year Ended June 30, 2024$(3,132)$ $ $ $ $ $ Leadtek Year Ended June 30, 2026$77 $ $ $ $ $ $ Year Ended June 30, 2025$899 $ $(230)$ $ $ $ Year Ended June 30, 2024$(976)$ $230 $ $ $ $ Year Ended June 30, 2026$(231)$12,728 $(12,690)$169 $(246)$12,567 $4,658 Year Ended June 30, 2025$5,801 $(1,806)$(35,543)$874 $608 $17,677 $3,879 Year Ended June 30, 2024$(721)$15,793 $76,161 $(13,847)$(178)$10,625 $2,339 *The divestiture of our 30% interest was completed on December 23, 2025, after which the Corporate Venture ceased to be a related party. Accordingly, this disclosure covers only the six months ended December 31, 2025. Note 12. Stock-based Compensation Equity Incentive Plan Our 2020 Equity and Incentive Compensation Plan (the 2020 Plan ) was approved by stockholders on June 5, 2020, authorizing 50,000,000 plus 10,450,000 shares carried over from the 2016 Equity Incentive Plan (the 2016 Plan ). No new awards may be granted under the 2016 Plan, though 72,460,000 shares remained reserved for outstanding awards at the time of adoption. Stockholders approved amendments to the 2020 Plan in May 2022, January 2024, June 2025, and April 2026 increasing the share reserve by 20,000,000, 15,000,000, 18,000,000, and 15,000,000 respectively. Awards under the 2020 Plan include stock options, restricted stock units, performance shares, and other equity-based awards. Stock options are granted at a price not less than fair value (110% for 10% stockholders) and generally expire ten years after the date of the grant. Stock options and RSUs generally vest over four years (25% after one year and quarterly thereafter). As of June 30, 2026, we had 20,308,409 authorized shares available for future issuance under the 2020 Plan. Determining Fair Value We measure RSUs at the grant-date stock price and stock options using the Black-Scholes model, with inputs for expected term, volatility, zero dividend yield, and U.S. Treasury risk-free rates. The weighted-average estimated fair value of employee stock options granted for the fiscal years ended June 30, 2026, 2025, and 2024 was $29.90, $26.94, and $28.58 per share, respectively, using the assumptions below. SMCI | 2026 Form 10-K | 106 Table of Contents SUPER MICRO COMPUTER, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The fair value of stock option grants for the fiscal years ended June 30, 2026, 2025, and 2024 was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: Years Ended June 30, 202620252024 Risk-free interest rate3.68% - 4.32% 3.82% - 4.39% 4.01% - 4.78% Expected term3.44 years - 5.97 years 3.00 years - 5.98 years 3.00 years - 5.99 years Dividend yield % % % Volatility76.16% - 92.16% 63.67% - 95.28% 56.87% - 64.55% 202620252024 Cost of sales$34,292 $24,505 $15,864 Research and development269,971 195,444 114,895 Sales and marketing45,015 37,784 21,195 General and administrative62,837 56,719 79,553 Stock-based compensation expense before taxes412,115 314,452 231,507 Income tax impact(96,532)(75,562)(92,810) Stock-based compensation expense, net$315,583 $238,890 $138,697 SMCI | 2026 Form 10-K | 107 Table of Contents SUPER MICRO COMPUTER, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Stock Option Activity 2023 CEO Performance Award In November 2023, the Compensation Committee granted the Chief Executive Officer a stock option for 5,000,000 shares at an exercise price of $45.00. Vesting occurs in five tranches upon achievement of specified stock price targets ($45.00 to $110.00 per share) and revenue-based operational milestones, subject to continued service. Shares exercised before November 14, 2026 must be held until that date, except for those sold to cover exercise costs and taxes. The achievement status of the operational and stock price milestones as of June 30, 2026 was as follows: Annualized Revenue Milestone (in billions)(1) Achievement StatusStock Price Milestone(1) Achievement Status $13.0Achieved(6) $45.00Achieved(2) $15.0Achieved(7) $60.00Achieved(3) $17.0Achieved(8) $75.00Achieved(4) $19.0Achieved(9) $90.00Achieved(5) $21.0Achieved(10) $110.00Not yet achieved Weighted Average Exercise Price per ShareWeighted Average Grant Date Fair ValueWeighted Average Remaining Contractual Term (in years)Aggregate Intrinsic Value (in thousands) 34,848,133 $22.47 $ $ Granted4,411,762 $43.27 $29.90 $ Exercised(3,315,140)$11.01 $ $ Forfeited/Cancelled(1,240,478)$37.45 $ $ Balance as of June 30, 202634,704,277 $25.67 $ 6.39$416,875 Options exercisable as of June 30, 202624,404,296 $18.56 $ 5.49$401,241 As of June 30, 2026, $229.5 million of unrecognized compensation cost related to stock options is expected to be recognized over a weighted-average period of 2.54 years. For the fiscal year ended June 30, 2026, the tax benefit from options exercised was $15.2 million. The total pretax intrinsic value of options exercised during the fiscal years ended June 30, 2026, 2025, and 2024 was $90.1 million, $182.9 million, and $475.0 million, respectively. No shares were withheld from option exercises in fiscal year 2026. In fiscal year 2025, we withheld 765,888 shares upon the exercise of stock options with value equivalent to the sum of the aggregate exercise price for the total number of shares exercised plus the minimum amount we were required to withhold to satisfy our statutory tax withholding obligations upon such exercise. No shares were withheld from option exercises in fiscal year 2024. Total payments to tax authorities to satisfy our minimum withholding obligations were $9.8 million in fiscal year 2026 and $27.2 million in fiscal year 2025 and none in fiscal year 2024. These payments are reflected as a financing activity within the consolidated statements of cash flows. Pursuant to the terms of the 2020 Plan, shares withheld in connection with net-share settlements are not added back to the 2020 Plan. SMCI | 2026 Form 10-K | 109 Table of Contents SUPER MICRO COMPUTER, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Additional information regarding options outstanding as of June 30, 2026, is as follows: Options OutstandingOptions Vested and Exercisable Range of Exercise PricesNumber OutstandingWeighted- Average Remaining Contractual Term (in years)Weighted- Average Exercise Price Per ShareNumber ExercisableWeighted- Average Exercise Price Per Share $1.30 - $3.85 3,610,818 2.90$2.86 3,610,818 $2.86 $3.95 - $4.13 921,580 5.75$4.07 921,580 $4.07 $4.50 - $4.50 10,000,000 4.67$4.50 10,000,000 $4.50 $5.22 - $27.25 3,857,894 7.54$16.84 1,964,423 $12.28 $27.78 - $33.76 4,190,253 8.25$31.50 1,723,157 $32.13 $35.37 - $44.60 554,116 8.78$36.17 117,877 $37.05 $45.00 - $45.00 5,000,000 7.38$45.00 4,000,000 $45.00 $45.32 - $58.63 4,011,876 8.69$50.80 757,421 $45.76 $66.63 - $76.19 2,440,980 7.35$72.48 1,250,650 $72.59 $78.27 - $78.27 116,760 7.84$78.27 58,370 $78.27 $1.30 - $78.27 34,704,277 6.39$25.67 24,404,296 $18.56 RSU Activity The following table summarizes RSU activity during the fiscal year ended June 30, 2026 under all plans: Weighted Average Grant-Date Fair Value per Share20,428,647 $34.22 10,089,335 $41.61 (10,314,138)$29.17 (1,993,730)$41.14 18,210,114 $40.42 Conversion Rate per Share of Mandatory Convertible Preferred Stock 30.3040 shares of common stock Equal to or less than the Threshold Appreciation Price but greater than or equal to $27.4997 (the Initial Price ) Between 30.3040 and 36.3640 shares of common stock, determined by dividing $1,000 by the applicable market value Less than the Initial Price36.3640 shares of common stock The following table illustrates the conversion rate per Depositary Share, subject to certain anti-dilution adjustments, based on the applicable market value of the common stock: Applicable Market Value of Common StockConversion Rate per Depositary Share Representing a 1/20th Interest in a Share of Mandatory Convertible Preferred Stock 1.5152 shares of common stock Equal to or less than the Threshold Appreciation Price but greater than or equal to the Initial PriceBetween 1.5152 and 1.8182 shares of common stock, determined by dividing $50 by the applicable market value Less than the Initial Price1.8182 shares of common stock Other than during a fundamental change conversion period, at any time prior to June 1, 2029, holders may elect to convert shares of Mandatory Convertible Preferred Stock at the minimum conversion rates shown above, subject to customary anti-dilution adjustments. If a fundamental change, as defined in the Certificate of Designations, occurs on or prior to June 1, 2029, holders of the Mandatory Convertible Preferred Stock will have the right to convert all or any portion of their shares into shares of our common stock at the fundamental change conversion rate for a specified period of time. In connection with a fundamental change conversion, holders may also receive an amount intended to compensate them for certain unpaid accumulated dividends and the present value of remaining scheduled dividend payments, subject to our right to pay such amounts in cash, shares of common stock, or a combination of cash and shares of common stock. Given the requirement to pay dividends in any settlement outcome of the Mandatory Convertible Preferred Stock, we accrue dividends whether or not they are declared by our board of directors. Ranking The Mandatory Convertible Preferred Stock ranks, with respect to dividend rights and distributions of assets upon liquidation, winding-up or dissolution, senior to our common stock and each other class or series of capital stock that does not expressly rank senior to or on parity with the Mandatory Convertible Preferred Stock, on parity with any class or series of capital stock that expressly ranks on parity with the Mandatory Convertible Preferred Stock, and junior to any class or series of capital stock that expressly ranks senior to the Mandatory Convertible Preferred Stock and to our existing and future indebtedness and other liabilities. Voting Rights Holders of Mandatory Convertible Preferred Stock will not have voting rights, except as specifically required by Delaware law or as provided in the Certificate of Designations. SMCI | 2026 Form 10-K | 113 Table of Contents SUPER MICRO COMPUTER, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) If dividends on the Mandatory Convertible Preferred Stock have not been declared and paid for the equivalent of six or more dividend periods, whether or not consecutive, holders of Mandatory Convertible Preferred Stock, voting together as a single class with holders of any other voting preferred stock then outstanding, will be entitled to vote for the election of two additional directors to our Board of Directors. These voting rights will terminate when all accumulated and unpaid dividends have been paid in full, or declared and set aside for payment, subject to re-vesting upon a subsequent nonpayment. At-the-Market Offering Program On June 11, 2026, we entered into an equity distribution agreement establishing an at-the-market equity offering program pursuant to which we may offer and sell shares of our common stock having an aggregate offering price of up to $1.25 billion from time to time through designated sales agents. Sales under the program, if any, are expected to commence no earlier than the third calendar quarter of 2026 (July 2026) and may be made at prevailing market prices at the time of sale or at negotiated prices. As of June 30, 2026, we had not sold any shares of common stock under the program. Note 14. Income Taxes The FASB issued a new accounting standard, ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, as described in Note 1, Organization and Summary of Significant Accounting Policies . We adopted the ASU in fiscal 2026 on a retrospective basis. The components of income before income tax provision for the fiscal years ended June 30, 2026, 2025, and 2024 were as follows (in thousands): Years Ended June 30, 202620252024 United States$2,360,406 $1,064,753 $1,110,906 Foreign428,858 147,163 103,233 Income before income tax provision$2,789,264 $1,211,916 $1,214,139 The income tax provision for the fiscal years ended June 30, 2026, 2025, and 2024 consisted of the following (in thousands): Years Ended June 30, 202620252024 Current: Federal$416,633 $266,228 $173,838 State92,044 36,749 20,969 Foreign142,926 68,512 36,986 651,603 371,489 231,793 Deferred: Federal(33,693)(161,039)(162,286) State(25,114)(11,983)(5,405) Foreign(36,467)(41,616)(808) (95,274)(214,638)(168,499) Income tax provision$556,329 $156,851 $63,294 SMCI | 2026 Form 10-K | 114 Table of Contents SUPER MICRO COMPUTER, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Our net deferred tax assets as of June 30, 2026 and 2025 consisted of the following (in thousands): June 30, 20262025 Capitalized research and development costs$314,786 $334,534 Research and development credits75,968 76,013 Deferred revenue122,157 64,119 Convertible Notes43,291 52,552 Inventory valuation128,298 87,373 Stock-based compensation46,947 32,301 Lease obligations126,576 67,620 Warranty accrual6,390 3,585 Accrued vacation and bonus8,299 6,733 Bad debt and other reserves3,136 4,809 Marketing fund accrual9,177 4,388 Other31,053 24,581 Total gross deferred income tax assets916,078 758,608 Less: Valuation allowance(79,214)(78,934) Total deferred tax assets836,864 679,674 Right of use asset(122,134)(65,946) Depreciation and amortization(10,729)(6,312) Other(6,560) Total deferred tax liabilities(139,423)(72,258) Deferred income tax assets, net$697,441 $607,416 We assess our deferred tax assets for recoverability on a regular basis, and where applicable, a valuation allowance is recorded to reduce the total deferred tax asset to an amount that will, more likely than not, be realized in the future. As of June 30, 2026, we believe that most of our deferred tax assets are more-likely than not to be realized with the exception of state research and development tax credits and unrealized capital losses that have not met the more-likely than not realization threshold criteria. As a result, at June 30, 2026, the gross excess credits of $96.2 million, or net of federal tax benefit of $76.0 million, were subject to a full valuation allowance. At June 30, 2025, the gross excess credits of $96.2 million, or net of federal tax benefit of $76.0 million, were subject to a full valuation allowance. The change in valuation allowance is $0.3 million and $19.1 million related to both state research and development credits and unrealized capital losses for the fiscal years ended June 30, 2026 and 2025, respectively. We will continue to review our deferred tax assets in accordance with the applicable accounting standards. The net deferred tax asset balances as of June 30, 2026 and 2025 were $697.4 million and $607.4 million, respectively. SMCI | 2026 Form 10-K | 115 Table of Contents SUPER MICRO COMPUTER, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) A reconciliation of income taxes at the statutory federal income tax rate to the provision for income taxes included in the accompanying consolidated statements of operations, for the fiscal years ended June 30, 2026, 2025, and 2024, is as follows (in thousands, except for percentages): Years Ended June 30, 202620252024 U.S. federal statutory tax rate$585,745 21.0 %$254,502 21.0 %$254,969 21.0 % State and local income tax, net of federal income tax effect(1) 50,515 1.7 %15,367 1.3 %10,865 0.9 % Foreign tax effects: Foreign rate differential11,046 0.4 %6,246 0.5 %2,636 0.2 % Effect of cross-border tax laws: Foreign-Derived Intangible Income Deduction(61,962)(2.2)%(30,806)(2.5)%(26,880)(2.2)% Tax credits: Research and development tax credits(31,588)(1.1)%(50,322)(4.3)%(74,133)(6.1)% Changes in valuation allowances681 %(602) %2,750 0.2 % Nontaxable or nondeductible items: Stock-based compensation(13,875)(0.5)%(44,053)(3.6)%(132,692)(10.9)% Officers compensation833 %1,141 0.1 %11,031 0.9 % Other nontaxable/nondeductible2,954 0.1 %1,248 0.1 %960 0.1 % Change in unrecognized tax benefits12,697 0.5 %2,744 0.2 %13,727 1.1 % Other adjustment(717) %1,386 0.1 %61 % Income tax provision$556,329 19.9 %$156,851 12.9 %$63,294 5.2 % (1) The states that contribute to the majority of the tax effect in this category include Tennessee for 2026; Tennessee, Illinois, and Massachusetts for 2025; and Oregon, Tennessee, and Illinois for 2024. Cash paid for income taxes, net of refunds received, by jurisdiction pursuant to the disclosure requirements of ASU 2023-09 for the fiscal years ended June 30, 2026, 2025, and 2024 were as follows (in thousands): Years Ended June 30, 202620252024 $261,960 $224,000 $305,916 State: California 20,750 Tennessee29,474 15,588 Other19,689 26,540 40,372 Foreign: Taiwan81,217 31,715 31,115 Other6,936 8,565 14,617 $399,276 $327,158 $392,020 As of June 30, 2026, we had state research and development tax credit carryforwards of $139.0 million. The state research and development tax credits will carryforward indefinitely to offset future state income taxes. SMCI | 2026 Form 10-K | 116 Table of Contents SUPER MICRO COMPUTER, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The following table summarizes the activity related to the unrecognized tax benefits (in thousands): Gross* Unrecognized Income Tax Benefits Balance at June 30, 2023 $42,743 Gross increases: For current year s tax positions19,577 For prior years tax positions3,076 Gross decreases: Decreases due to settlements with taxing authority(8,981) Decreases due to lapse of statute of limitations (2,974) Balance at June 30, 2024 53,441 Gross increases: For current year s tax positions12,283 For prior years tax positions2,333 Gross decreases: Decreases due to settlements with taxing authority(2,782) Decreases due to lapse of statute of limitations(3,706) Balance at June 30, 2025 61,569 Gross increases: For current year s tax positions14,637 For prior years tax positions12,487 Gross decreases: (4,134) Balance at June 30, 2026 $84,559 *Excludes interest, penalties, federal benefit of state reserves The total amount of unrecognized income tax benefits that would affect the effective tax rate, if recognized, was $41.4 million and $30.9 million as of June 30, 2026, and June 30, 2025, respectively. Our policy is to include interest and penalties related to unrecognized tax benefits within the income tax provision in the consolidated statements of operations. As of June 30, 2026 and 2025, we had accrued $7.6 million and $5.0 million for the payment of interest and penalties relating to unrecognized tax benefits, respectively. We believe that we have adequately provided reserves for all uncertain tax positions; however, amounts asserted by tax authorities could be greater or less than our current position. Accordingly, our provision on federal, state and foreign tax related matters to be recorded in the future may change as revised estimates are made or as the underlying matters are settled or otherwise resolved. We are subject to taxation and file income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. In general, the federal statute of limitations remains open for tax years ended June 30, 2023 through 2025. Various states statutes of limitations remain open in general for tax years ended June 30, 2022 through 2025. Certain statutes of limitations in major foreign jurisdictions remain open for the tax years ended June 30, 2021 through 2025. As of June 30, 2026, we are under examination in certain tax jurisdictions, including the United States for the fiscal year ended June 30, 2024, and India for tax years ended in 2024 and 2025. SMCI | 2026 Form 10-K | 117 Table of Contents SUPER MICRO COMPUTER, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) On July 4, 2025, the OBBBA was enacted into law and contains several changes to key U.S. federal income tax laws, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. As of June 30, 2026, we have recognized the tax effects of certain OBBBA provisions. We will continue to evaluate the impact of the Act upon our future effective tax rate, tax liabilities, and cash taxes. On June 29, 2026, California enacted Senate Bill 122, which extends the existing limitation of $5 million on the utilization of California business tax credits, including research and development credits, through taxable years beginning before January 1, 2030. For taxable years beginning on or after January 1, 2030, business credits generally may not reduce California tax liability by more than 70% of the tax imposed or $5 million, whichever is greater. We have evaluated the impact of this legislation on our California deferred tax assets and the realizability of our state tax credit carryforwards and concluded that the enactment did not have a material impact on our consolidated financial statements as of June 30, 2026. We will continue to evaluate its ongoing impact on our future effective tax rate, tax liabilities, and cash taxes. In December 2023, Malaysia enacted legislation to implement the OECD Pillar Two global minimum tax framework effective January 1, 2025. Our Malaysian subsidiary was incorporated in October 2022 and commenced operations in July 2025. We have applied for a 10-year income tax exemption on manufacturing income under a Malaysian government incentive program; final approval has not yet been received and remains subject to satisfying a minimum eligible investment threshold. During fiscal year 2026, we wrote off a deferred tax asset related to net operating losses generated prior to the commencement of operations, as these losses are not expected to be realized; as this deferred tax asset had a full valuation allowance recorded against it, the write-off had no impact on our consolidated statements of operations or income tax provision. We continue to monitor administrative guidance from the OECD and Malaysian tax authorities regarding the interaction between the anticipated incentive and the 15% minimum tax requirement under Pillar Two and will evaluate the impact when the outcome of our application and such guidance are known. Note 15. Commitments and Contingencies Litigation and claims On August 30, 2024, a putative class action complaint was filed against the Company, the Company s Chief Executive Officer, and the Company s Chief Financial Officer in the U.S. District Court for the Northern District of California (Averza v. Super Micro Computer, Inc., et al., No. 5:24-cv-06147). Additional putative class action complaints were filed in the same court on October 4, 2024 (Norfolk County Retirement System v. Super Micro Computer, Inc., et al., No. 5:24-cv-06980); and on October 18, 2024 (Covey Financial Inc., et al. v. Super Micro Computer, Inc., et al., No. 5:24-cv-07274). A similar complaint was filed on March 25, 2026 (Bhuva v. Super Micro Computer, Inc. et al, No. 3:26-cv-02606). Subsequent complaints, which included a former director of the company as an additional defendant, were filed on April 8, 2026 (City of Hialeah Employees Retirement System v. Super Micro Computer, Inc. et al, No. 5:26-cv-03018), and on May 12, 2026 (Chung v. Super Micro Computer, Inc., et al., No. 5:26-cv-04394). The complaints contain similar allegations, claiming that (i) each of the defendants violated Section 10(b) of the Securities Exchange Act and Rule 10b-5 promulgated thereunder and (ii) each of the Company s Chief Executive Officer and the Company s Chief Financial Officer violated Section 20(a) of the Securities Exchange Act as controlling persons of the Company for the alleged violations under (i), due (in each case) to alleged misrepresentations and/or omissions in public statements regarding the Company s financial results and its internal controls and procedures. The court judged Averza, Norfolk County, and Covey Financial as related and then appointed Universal-Investment-Gesellschaft mbH as the Lead Plaintiff, who thereafter filed a Consolidated Amended Complaint on September 22, 2025. The Company filed its Motion to Dismiss on November 21, 2025. The Court separately judged Bhuva, Hialeah, and Chung as related on June 8, 2026, and consolidated the cases on July 13, 2026, appointing a coalition of institutional investors as lead plaintiffs. These matters are too preliminary to form a judgment as to whether the likelihood of an adverse outcome is probable and we are unable to estimate the possible loss or range of loss, if any. SMCI | 2026 Form 10-K | 118 Table of Contents SUPER MICRO COMPUTER, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) On September 11, 2024, certain current and former directors and certain current officers of the Company were named as defendants in a putative derivative lawsuit filed in the U.S. District Court for the Northern District of California, captioned Hollin v. Liang, et al., Case No. 5:24-cv-06410 (the Hollin Action ). Four additional putative derivative lawsuits have been filed in the same court, captioned Latypov v. Liang, et al., Case No. 5:24-cv-06779 (filed Sept. 26, 2024), Keritsis v. Liang, et al., Case No. 5:24-cv-07753 (filed Nov. 6, 2024), Roy v. Liang, et al., Case No. 5:24-cv-08006 (filed Nov. 14, 2024), and Jha v. Liang, et al., No. 5:24-cv-08792 (filed Dec. 5, 2024) (together with the Hollin Action, the Federal Derivative Litigation ). On November 20, 2024, a similar putative derivative lawsuit was filed in the Superior Court of California, County of Santa Clara, captioned Spatz v. Liang, et al., Case No. 24CV452241 (the Spatz Action ). Two additional putative derivative lawsuits have been filed in the same court, captioned Clark v. Liang, et al., Case No. 24CV454416 (filed Dec. 17, 2024) and Carter, et al. v. Liang, et al., Case No. 24CV454689 (filed Dec. 20, 2024) (together with the Spatz Action, the State Court Derivative Litigation, and together with the Federal Derivative Litigation, the Derivative Litigation ). The Company was also named as a nominal defendant in the Derivative Litigation. The Federal Derivative Litigation purports to allege derivative claims for breaches of Sections 10(b), 14(a), and 20(a) of the Securities Exchange Act of 1934, as amended, and Rules 10b-5 and 14a-9 promulgated thereunder, breach of fiduciary duty, aiding and abetting breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, waste of corporate assets, and contribution arising out of allegations that the Company s officers and directors caused the Company to issue materially false and misleading statements concerning the Company s business operations and financial results. The State Court Derivative Litigation purports to allege claims for breach of fiduciary duty, aiding and abetting breach of fiduciary duty, waste of corporate assets, unjust enrichment, and insider trading arising out of similar allegations as the Federal Derivative Litigation. The plaintiffs in the Derivative Litigation seek unspecified money damages, in addition to punitive damages and other relief. The court in the Hollin Action consolidated the five previously stayed Federal Derivative Litigation actions. The court in the Spatz Action stayed all proceedings and consolidated the three State Court Derivative Litigation actions. On August 29, 2025, certain current and former directors and certain current officers of the Company were named as defendants in another putative derivative lawsuit filed in the Delaware Court of Chancery, captioned Anderson v. Liang, et al., C.A. No. 2025-0986-KSJM. On January 6, 2026, a substantially similar lawsuit was filed in the Delaware Court of Chancery, captioned Mathiyalagan v. Liang, et. al., C.A. No. 2026-0013-KSJM, which was consolidated with Anderson on May 8, 2026. On January 29, 2026, another substantially similar lawsuit was filed in Northern District of California by plaintiffs Employees Retirement System of the State of Rhode Island and Bucks County Employees Retirement System, Case No. 5:26-cv-00955-NC, which on May 29, 2026 was dismissed and refiled in the Delaware Court of Chancery, C.A. No. 2026-0699-KJSM. The refiled action was consolidated with Anderson on August 18, 2026. On May 19, 2026, a substantially similar lawsuit was filed in the Northern District of California, captioned Pill v. Liang, et. al., C.A. No. 5:26-cv-04775. Three additional substantially similar lawsuits were filed in the Northern District of California on June 24, 2026 (captioned City of Birmingham Retirement and Relief Systems v. Liang, et al., Case No. 5:26-cv-06292), on July 10, 2026 (captioned Cepeda v. Liang et al., Case No. 5:26-cv-07081), and on August 21, 2026 (captioned Roy v. Liang, et al., Case No. 5:26-cv-08757). These matters are too preliminary to form a judgment as to whether the likelihood of an adverse outcome is probable and we are unable to estimate the possible loss or range of loss, if any. On November 19, 2024, the Company received a subpoena from the U.S. Securities and Exchange Commission Enforcement Staff in connection with an investigation entitled In the Matter of Super Micro Computer, Inc. The subpoena seeks a variety of categories of documents, many of which overlap with the document requests contained in the October 22, 2024, subpoenas from the U.S. Attorney s Office for the Southern District of New York and the allegations in an August 27, 2024 report issued by Hindenburg Research (the Hindenburg Report ). The Company received another SEC subpoena on April 28, 2026, which also seeks documents overlapping with those already produced in response to ongoing requests. The Company is cooperating and continues to produce responsive documents in response to the subpoenas. On March 19, 2026, the U.S. Attorney s Office for the Southern District of New York unsealed an indictment of three individuals either employed or associated with the Company at the time, in connection with an alleged conspiracy to commit export control violations (the Indictment ). The Company also received a grand jury subpoena from the U.S. Attorney s Office for the Southern District of New York seeking documents and information relating to the individuals and facts referenced in the Indictment, as well as the Company s compliance program and internal controls, and related issues. The Company is cooperating and continues to produce responsive documents in response to the subpoena. SMCI | 2026 Form 10-K | 119 Table of Contents SUPER MICRO COMPUTER, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) In the ordinary course of business, the Company is involved in lawsuits, commercial disputes, employment issues, a variety of other claims, disputes involving claims by third parties that our activities infringe their patents, copyright, trademark or other IP rights, as well as regulatory investigations or inquiries. Legal proceedings and regulatory investigations or inquiries are often complex, may require the expenditure of significant funds and other resources, and the outcomes of such proceedings are inherently uncertain, with material adverse outcomes possible. The Company evaluates these matters on an ongoing basis and establishes accruals when losses are considered probable and reasonably estimable. While it is not possible to determine the outcomes, based on currently available information, except as otherwise disclosed, we do not believe the resolution of these matters, individually or in the aggregate, will have a material adverse effect on the Company s financial position. Given that the Company is involved in, among other things, the export of restricted GPUs, it routinely receives subpoenas and other requests to produce information about customers and/or contemplated transactions from OEE. The Company is currently in the process of responding to a number of these requests and our understanding is that several prior requests remain open. The Company has not been informed that it is the target of any of these inquiries to date, but if we become the target of any of these investigations, OEE could pursue a civil enforcement action against us, seek monetary or other penalties from us, or require changes to our compliance program and internal controls. These matters are too preliminary to form a judgment as to whether the likelihood of an adverse outcome is probable and we are unable to estimate the possible loss or range of loss, if any. On November 22, 2024, a putative class action claim was filed against the Company in Ontario Superior Court of Justice, Canada, captioned 1000099739 Ontario Ltd. v. Super Micro Computer, Inc., No. CV-24-00731863-OOCP. The claim alleges that the Company violated Common Law (primary and secondary market misrepresentations) and the Ontario Securities Act, due to alleged misrepresentations and/or omissions in public statements regarding the Company s financial results and its internal controls and procedures. Plaintiff dismissed the complaint on December 8, 2025. On September 30, 2025, the Company was named as one of the defendants alongside Samsung on a complaint filed with the United States International Trade Commission ( USITC ) by Netlist. The complaint alleged that certain Samsung memory products contained in Company s products infringed several Netlist patents. A second, similar complaint was filed on June 15, 2026. On August 5, 2026, Netlist reached a settlement with Samsung, which is expected to resolve both ongoing investigations. On August 11, 2026, Netlist filed a similar complaint with the USITC against Micron and certain downstream customers, including the Company, alleging that certain Micron memory products infringe Netlist patents and seeking a limited exclusion order, cease-and-desist orders and a bond. As of the date of this filing, the USITC has not instituted an investigation based on the complaint. Other legal proceedings and indemnifications We have entered into indemnification agreements with our current and former directors and executive officers. Under these agreements, we have agreed to indemnify such individuals to the fullest extent permitted by law against liabilities that arise by reason of their status as directors or officers and to advance expenses incurred by such individuals in connection with related legal proceedings. It is not possible to determine the maximum potential amount of payments we could be required to make under these agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each claim. However, we maintain directors and officers liability insurance coverage to reduce our exposure to such obligations. Other matters As a result of a Supreme Court ruling issued in February 2026, we may be entitled to a refund of tariffs previously paid on imported products under the IEEPA. As of June 30, 2026, we have not recognized an asset related to the potential refund. We will continue to evaluate new information and will recognize the refund when the right to receive the amount becomes realized or realizable. SMCI | 2026 Form 10-K | 120 Table of Contents SUPER MICRO COMPUTER, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Purchase Commitments - We have agreements to purchase inventory and non-inventory items primarily through the next 12 months. As of June 30, 2026, these remaining non-cancelable commitments were $34.2 billion, including $0.2 billion for related parties. We also review and assess the need for expected loss liabilities on a quarterly basis for all products we do not expect to sell but have committed to purchase from suppliers. Lease Commitments - See Note 10, Leases for a discussion of our operating lease commitments. Note 16. Retirement Plans We sponsor a 401(k) savings plan for eligible United States employees and their beneficiaries. Contributions made by us are discretionary, and no contributions have been made for the fiscal years ended June 30, 2026, 2025, and 2024. Beginning in March 2003, employees of Super Micro Computer, B.V. are required to deduct a portion of their gross wages based on a defined age-dependent premium and invest the amount in a defined contribution plan. We are required to match the amount that is deducted monthly from employees wages. Similar to contributions into a 401(k) plan, our obligation is limited to the contributions made to the contribution plan. Investment risk and investment rewards are assumed by the employees and not by us. For the fiscal years ended June 30, 2026, 2025, and 2024, our matching contribution was $1.1 million, $1.1 million, and $1.1 million, respectively. We contribute to a defined contribution pension plan administered by the government of Taiwan that covers all eligible employees within Taiwan. Pension plan benefits are based primarily on participants compensation and years of service credited as specified under the terms of Taiwan s plan. The funding policy is consistent with the local requirements of Taiwan. Our obligation is limited to the contributions made to the pension plan. We have no control over the investment strategy of the assets of the government administered pension plan. For the fiscal years ended June 30, 2026, 2025, and 2024, our contribution was $5.2 million, $4.6 million, and $4.1 million, respectively. We have a defined benefit pension plan under the Taiwan Labor Standards Law for certain employees of Super Micro Computer, Inc. Taiwan that provides benefits based on an employee s length of service and average monthly salary for the six-month period prior to retirement. We contribute an amount equal to 2% of salaries paid each month to the pension fund (the Fund ), which is administered by the Labor Pension Fund Supervisory Committee (the Committee ) and deposited in the Committee s name in the Bank of Taiwan. Before the end of each year, we assess the balance in the Fund. If the amount of the balance in the Fund is inadequate to pay retirement benefits for eligible employees in the next year, we are required to fund the difference in one appropriation that should be made before the end of March 31 of the next year. The Fund is operated and managed by the government s designated authorities. As such, we do not have any right to intervene in the investments of the Fund. For the fiscal years ended June 30, 2026, 2025, and 2024, we recorded a pension credit of $0.4 million, $0.1 million, and $0.1 million, respectively. SMCI | 2026 Form 10-K | 121 Table of Contents Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. Item 9A. Controls and Procedures Attached as exhibits to this Form 10-K are certifications of our Chief Executive Officer and Chief Financial Officer, which are required in accordance with Rule 13a-14 of the Exchange Act. This Controls and Procedures section includes information concerning the internal controls and controls evaluation referred to in the certifications. (a) Management s Evaluation of Disclosure Controls and Procedures Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, is responsible for evaluating the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of June 30, 2026. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that their objectives are met. Because of the inherent limitations in all control systems, no evaluation of disclosure controls and procedures can provide absolute assurance that all disclosure control issues, if any, have been detected. Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective at the reasonable assurance level as of June 30, 2026, due to the material weakness in our internal control over financial reporting, described below, that was previously identified in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025, filed on August 28, 2025. Notwithstanding this identified material weakness, management believes and has concluded that the consolidated financial statements included in this Annual Report fairly present, in all material respects, our financial condition, results of operations, and cash flows for the periods presented in conformity with U.S. GAAP. (b) Management s Annual Report on Internal Control over Financial Reporting Internal control over financial reporting ( ICFR ) refers to the process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, and effected by our, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that: pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets and liabilities; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets and liabilities. Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Our management, including our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting as of June 30, 2026. In making this assessment, our management used the criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission ( COSO ). A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company s annual or interim financial statements will not be prevented or detected on a timely basis. A material weakness has been identified regarding the following: The Company s information technology controls for certain systems that support some of the financial reporting processes did not operate for a sufficient period of time, and the Company did not perform controls in a consistent and timely manner to monitor user access to certain financial applications, system infrastructure and programs. As a result of this material weakness, management has concluded that our internal control over financial reporting was not effective as of June 30, 2026. SMCI | 2026 Form 10-K | 122 Table of Contents Previously Reported Material Weaknesses in Internal Control Over Financial Reporting As previously reported in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025, there were matters that constituted material weaknesses in our internal control over financial reporting. Specifically, we did not maintain effective internal controls related to (i) segregation of duties conflicts, (ii) controls over the completeness and accuracy of information we produce and (iii) controls over procedures to achieve timely, complete and accurate recording and disclosures across multiple financial statement areas. To address the above noted three material weaknesses, during the fiscal year ended June 30, 2026, we successfully implemented new controls and processes, and enhanced and redesigned certain controls and procedures, across various areas. These changes included: a full redesign of our Enterprise Resource Planning system security role structure and segregation of duties rulesets; re-evaluating the risk of employee circumvention of controls; enhancing our accounting organization s competencies by adding additional qualified leadership personnel with strong technical accounting, external reporting and governance experience; validating the reliability of underlying information to support the execution of these controls; and establishing additional control procedures, and a more comprehensive review of transactions as part of our close process, to achieve timely, complete and accurate recording and disclosures across multiple financial statement areas. As a result of these efforts, we remediated three material weaknesses in internal control over financial reporting that were previously reported in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025. Additionally, we concluded the one remaining material weakness relating to information technology general controls ("ITGC"), remains unremediated as of June 30, 2026. Specifically, our information technology controls for certain systems that support some of the financial reporting processes did not operate for a sufficient period of time, and we did not perform controls in a consistent and timely manner to monitor user access to certain financial applications, system infrastructure and programs. This material weakness could have increased the risk of unauthorized access to certain information technology systems that support our financial reporting processes, manipulation of data that we use to produce our financial statements, and/or lack of complete and accurate information, which could lead to financial misstatements and affect our ability to report our information on a timely basis. Notwithstanding the material weakness in internal control over financial reporting described above, management believes and has concluded that the consolidated financial statements included in this Annual Report fairly present, in all material respects, our financial condition, results of operations, and cash flows for the periods presented in conformity with U.S. GAAP. (c) Inherent Limitations on Effectiveness of Controls Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements and projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Our independent registered public accounting firm, BDO USA, P.C., has audited our consolidated financial statements as of June 30, 2026, and for the three fiscal years then ended, included in this Annual Report which is contained in Item 8, Financial Statements and Supplementary Data and also as part of its audit, has issued an attestation report on our internal control over financial reporting, which is contained below. SMCI | 2026 Form 10-K | 123 Table of Contents (d) Remediation Plan and Status We have identified and implemented specific actions intended to improve the effectiveness of our internal control over financial reporting and will continue to do so until the remediation of the material weakness identified above is complete, and we are able to conclude that our internal control over financial reporting are effective. These actions include: Ongoing evaluation and review of our overall IT architecture, including the composition, appropriateness and upgrades required to our IT organization and applications, to ensure that all applications and systems that are key to the completeness and accuracy of our financial reporting processes were appropriately identified to be part of the population over which we design and maintain ITGCs; Continuing to optimize our overall IT framework, standardization of processes across infrastructure and security, including establishing stronger governance policies and protocols, a more streamlined and centralized access provisioning and deprovisioning process, user access reviews and change management restrictions; and Continuing to make targeted improvements to our Information Technology Service Management tool thereby enhancing change management practices. We believe these actions included above, in addition to any other technology upgrades and enhancements we plan to make in the next fiscal year, will likely allow us to remediate this material weakness, subject to the completion of operating effectiveness testing during fiscal year 2027. Implementing and maintaining an effective financial reporting system is a continuous effort that requires us to anticipate and react to changes in our business and in the economic and regulatory environments, and to expend significant resources to maintain a financial reporting system that is adequate to satisfy our reporting obligations. As we continue to evaluate and take actions to improve our internal control over financial reporting, we may take additional actions to address control deficiencies or modify certain of the remediation measures described above. While we have made significant progress to enhance our internal control over financial reporting, we are still in the process of implementing certain additional processes, procedures and controls. We will require additional time to complete implementation, to complete testing and to assess and ensure the long-term sustainability of these procedures to assist with increased governance and stability across our IT architecture and controls. We believe the above actions will be effective in remediating the material weakness described above, and we will continue to devote significant time and attention to these remedial efforts. However, this material weakness cannot be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded after completion of appropriate testing that these controls are operating effectively. (e) Changes in Internal Control over Financial Reporting Except as described above under Previously Reported Material Weaknesses in Internal Control Over Financial Reporting , there were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during the quarter ended June 30, 2026, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. However, as noted above, we will continue implementing changes to our internal control over financial reporting to address the material weakness described above. SMCI | 2026 Form 10-K | 124 Table of Contents Report of Independent Registered Public Accounting Firm Stockholders and Board of Directors Super Micro Computer, Inc. San Jose, California Opinion on Internal Control over Financial Reporting We have audited Super Micro Computer, Inc. s (the Company s ) internal control over financial reporting as of June 30, 2026, based on criteria established in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria ). In our opinion, the Company did not maintain, in all material respects, effective internal control over financial reporting as of June 30, 2026, based on the COSO criteria. We do not express an opinion or any other form of assurance on management s statements referring to any corrective actions taken by the Company after the date of management s assessment. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of June 30, 2026 and 2025, the related consolidated statements of operations, comprehensive income, stockholders equity, and cash flows for each of the three years in the period ended June 30, 2026, and the related notes (collectively referred to as the consolidated financial statements ) and our report dated August 31, 2026 expressed an unqualified opinion thereon. Basis for Opinion The Company s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Item 9A, Management s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit of internal control over financial reporting in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company s annual or interim financial statements will not be prevented or detected on a timely basis. A material weakness has been identified and described in management s assessment regarding the following: The Company s information technology controls for certain systems that support some of the financial reporting processes did not operate for a sufficient period of time, and the Company did not perform controls in a consistent and timely manner to monitor user access to certain financial applications, system infrastructure and programs. This material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2026 consolidated financial statements, and this report does not affect our report dated August 31, 2026 on those consolidated financial statements. SMCI | 2026 Form 10-K | 125 Table of Contents Definition and Limitations of Internal Control over Financial Reporting A company s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ BDO USA, P.C. San Jose, California August 31, 2026 SMCI | 2026 Form 10-K | 126 Table of Contents Item 9B. Other Information Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year On August 27, 2026, the Board adopted Amended and Restated Bylaws (the Amended and Restated Bylaws ), effective immediately. The Amended and Restated Bylaws amendments, among other things, include: clarified the procedures applicable to stockholder-requested special meetings, including the Board s authority to cancel, postpone or reschedule meetings, and the conduct, adjournment and administration of stockholder meetings; clarified, expanded and enhanced the procedures and information requirements applicable to stockholder nominations of directors and proposals of other business, including adding requirements relating to Rule 14a-19 under the Securities Exchange Act of 1934; provided that any stockholder soliciting proxies from other stockholders must use a proxy card color other than white updated provisions relating to the composition and operation of the Board and its committees, including director vacancies, resignations, meetings, written consents and committees and subcommittees; revised provisions relating to the appointment, removal, authority and duties of officers; added exclusive forum provisions for certain corporate and Securities Act claims; clarified the right to indemnification for directors and officers, including the definition of covered officers for indemnification purposes; and made certain other conforming, administrative, technical and clarifying changes (collectively, the Bylaws Amendments ). The above description of the Bylaws Amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, which are attached hereto as Exhibit 3.3 and incorporated by reference herein. Rule 10b5-1 Trading Plans During the three months ended June 30, 2026, the following executive officers and directors (as defined in Rule 16a-1(f) under the Exchange Act) of ours adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K. NameActionAdoption/Termination DateTrading ArrangementTotal Shares of Common Stock to be Sold(3) Expiration Date(4) Rule 10b5-1(1) Non-Rule 10b5-1(2) Sara Liu (Co-Founder, Senior Vice President and Director) AdoptionMay 26, 2026X300,000February 28, 2027 _________________ (1) Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. (2) Non-Rule 10b5-1 trading arrangement as defined in Item 408(c) of Regulation S-K under the Exchange Act. (3) This number represents the maximum number of shares of common stock that may be sold pursuant to the trading plan. The number of shares actually sold will depend on the satisfaction of certain conditions as set forth in the plan. (4) In each case, the trading plan may expire on an earlier date if and when all transactions thereunder are completed. 2027 Annual Meeting of Stockholders The Company has established February 4, 2027 as the date of the Company s annual meeting of stockholders following fiscal year 2026 (the 2027 Annual Meeting ). The exact time and location of the 2027 Annual Meeting will be specified in the Company s proxy statement for the 2027 Annual Meeting, and it is expected to be a virtual meeting. Because the date of the 2027 Annual Meeting differs by more than thirty (30) days from the anniversary date of the Company s annual meeting of stockholders for fiscal year 2025 (the 2026 Annual Meeting ), the Company is setting new deadlines for receipt of stockholder proposals and director nominations for consideration at the 2027 Annual Meeting. SMCI | 2026 Form 10-K | 127 Table of Contents In order for a stockholder proposal to be considered for inclusion in the Company s proxy statement for the 2027 Annual Meeting pursuant to Rule 14a-8 under the Exchange Act, the written proposal must be received at our principal executive offices at 980 Rock Avenue, San Jose, California 95131, Attention: Corporate Secretary, no later than September 30, 2026, which the Company considers a reasonable time before it expects to begin to print and send its proxy materials for the 2027 Annual Meeting, and must otherwise comply with Rule 14a-8 under the Exchange Act. Because the date of the 2027 Annual Meeting will be more than 30 days earlier than the date contemplated at the time of the Company s proxy statement for the annual meeting of stockholders for fiscal year 2025, our bylaws provide that notice of director nominations and stockholder proposals (other than proposals submitted pursuant to Rule 14a-8) must be received by the Corporate Secretary of the Company at our principal executive offices in San Jose, California no later than the close of business on the 10th day following the day on which the date of the 2027 Annual Meeting is first publicly announced. Such nominations and proposals must contain the specific information required by our bylaws. You may request a copy of our bylaws by contacting our Corporate Secretary, Super Micro Computer, Inc., telephone (408) 503-8000. Stockholder proposals that are received by us after the applicable deadline, will not be eligible to be presented at the 2027 Annual Meeting. In addition to satisfying the requirements under our bylaws, stockholders who intend to solicit proxies in support of director nominees other than the Company s nominees at the 2027 Annual Meeting must comply with the requirements of Rule 14a-19 of the Exchange Act. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections None. PART III SMCI | 2026 Form 10-K | 128 Table of Contents Item 10. Directors, Executive Officers, and Corporate Governance Executive Officers and Directors The following table sets forth information regarding our current directors and executive officers and their ages as of July 31, 2026: NameAgePosition(s) Charles Liang68President, Chief Executive Officer and Chairman of the Board David Weigand68Senior Vice President, Chief Financial Officer Jin Xiao (Tom Xiao)63Senior Corporate Vice President of Engineering Vikranth Malyala54Chief Business Officer Matthew Thauberger45Chief Revenue Officer Sara Liu64Co-Founder, Senior Vice President and Director Judy Lin(2)(4) 73Director Robert Blair(1)(2)(4) 78Director Scott Angel(1)(4) 68Director Sherman Tuan(2)(3)(4) 72Director Susan Mogensen (Susie Giordano)(3)(4) 56Director Tally Liu(1)(3)(4) 76Director (1)Member of the Audit Committee (2)Member of the Nominating and Corporate Governance Committee (the Governance Committee ) (3)Member of the Compensation Committee (4)Determined by the Board of Directors to be independent Executive Officers and Management Directors Charles Liang founded Super Micro and has served as our President, Chief Executive Officer and Chairman of the Board since our inception in September 1993. Mr. Liang has been developing server and storage system architectures and technologies for the past three decades. From July 1991 to August 1993, Mr. Liang was President and Chief Design Engineer of Micro Center Computer Inc., a high-end motherboard design and manufacturing company. From January 1988 to April 1991, Mr. Liang was Senior Design Engineer and Project Leader for Chips & Technologies, Inc., a chipset technology company, and Suntek Information International Group, a system and software development company. Mr. Liang has been granted 23 U.S. server technology patents. Mr. Liang holds an M.S. in Electrical Engineering from the University of Texas at Arlington and a B.S. in Electrical Engineering from National Taiwan University of Science & Technology in Taiwan. Our Board and Governance Committee concluded that Mr. Liang should serve on the Board based on his skills, experience and qualifications in managing technology businesses, his technical expertise, and his long familiarity with our company s business. David Weigand has served as our Senior Vice President, Chief Financial Officer since February 2021 and as Chief Compliance Officer from May 2018. Prior to his employment with our company, Mr. Weigand was a Vice President at Hewlett Packard Enterprise (HPE), an enterprise technology company, from November 2016 until April 2018 and served as Vice President, Tax at Silicon Graphics International, Inc., a high-performance computing company, from September 2013 until its acquisition by HPE in November 2016. Prior to that he was Vice President, Chief Financial Officer of Renesas Electronics America, a semiconductor company formed by the merger of the semiconductor businesses of NEC Corporation, Hitachi and Mitsubishi Electric from October 2010 until April 2013, and Vice President, Controller of NEC Electronics America, a semiconductor company, from October 2004 until September 2010. Mr. Weigand holds a M.S. degree in Taxation from the University of Hartford and a B.S. degree in Accounting from San Jose State University and is a Certified Public Accountant in California (Inactive). SMCI | 2026 Form 10-K | 129 Table of Contents Jin Xiao (Tom Xiao) has served as our Senior Corporate Vice President of Engineering since January 2026 and directs a broad portfolio including software engineering and product development, switch development, lab validation, and global IT operations. Mr. Xiao joined us in 2001 as a Staff Hardware Design Engineer and has since played a pivotal role in scaling our product portfolio and technical infrastructure. He has held a variety of positions with us, including Vice President, Quality Control & Lab Testing from August 2017 to May 2022, and Senior Vice President, Engineering, from May 2022 to January 2026, when he then transitioned to his present role. Prior to joining us, Mr. Xiao served as the Assistant General Manager of research and development at Lenovo QDI, a motherboard and computing hardware manufacturer. Mr. Xiao holds a master s degree in industrial automation from the Harbin Institute of Technology and a bachelor s degree in electrical engineering from the Huazhong University of Science and Technology. Vikranth Malyala has served as our Chief Business Officer since May 2026. Vikranth joined Supermicro in 2009 and has played a key role in shaping Supermicro s global strategy, growth, and innovation. He previously served as Managing Director of Europe, the Middle East, and Africa ("EMEA") and Senior Vice President of Field Application Engineering ("FAE") from October 2021 to January 2024, and Senior Vice President of Technology & AI and President & Managing Director of EMEA from January 2024 to May 2026 at Supermicro. With nearly 30 years of experience in product engineering, ASIC development, and technology leadership, Vikranth brings deep expertise in semiconductors and high-performance systems. Prior to joining Supermicro, Mr. Malyala held design engineering, technical marketing and application engineering roles as Broadcom Corp, a semiconductor company, from 2001 to 2008, and served as a Senior Design Engineer at Serverworks, a server chipset company, from 1995 to 2001. He has led Supermicro s advancements in AI, HPC, and sustainable data center technologies, including energy-efficient solutions such as liquid cooling. Vikranth has played a meaningful part in fostering strategic partnerships with industry leaders to strengthen Supermicro s Total IT Solutions portfolio. He holds an M.S. in Electrical Engineering from the University of Idaho and a B.E. in Electronics & Communication Engineering from Osmania University. Matthew Thauberger has served as our Chief Revenue Officer since May 2026. Matthew joined Supermicro in April 2020 as Senior Vice President of Strategy and Business Development, where he led several product launches, expanded the Company's Fortune 500 customer pipeline, and helped position Supermicro for growth in the CSP and enterprise storage markets. With more than two decades of global experience in international sales, strategic partnerships, and market expansion, Matthew brings deep expertise in AI computing and enterprise infrastructure. Prior to joining Supermicro, he served as Vice President of Sales at Burlywood, Inc., a data center infrastructure solutions company, General Manager of U.S. Sales at Inspur Systems, a server and data center solutions provider, and held executive leadership positions at AMAX, a high-performance computing and AI infrastructure company, including Vice President of Global Sales and General Manager of EMEA Operations. Sara Liu co-founded Super Micro in September 1993, has been a member of our Board since our inception in September 1993 and currently serves as our Co-Founder, Senior Vice President, and a director. She has held a variety of positions with us, including Treasurer from inception to May 2019, Senior Vice President of Operations from May 2014 to February 2018, and Chief Administrative Officer from October 1993 to May 2019. From 1985 to 1993, Ms. Liu held accounting and operational positions for several companies, including Micro Center Computer Inc., a high-end motherboard design and manufacturing company. Ms. Liu holds a B.S. in Accounting from Providence University in Taiwan. Ms. Liu is married to Mr. Charles Liang, our Chairman, President and Chief Executive Officer. Our Board and Governance Committee concluded that Ms. Liu should serve on the Board based on her skills, experience, her general expertise in business and operations and her long familiarity with our company s business. SMCI | 2026 Form 10-K | 130 Table of Contents Non-Management Directors Robert Blair has been a member of our Board since December 2022. Mr. Blair was President and Chief Executive Officer of ESS Technology, Inc., a fabless semiconductor company for 19 years from September 1999 through July 2018 where he also served as a director from September 1999 through August 2019. During this time, ESS Technology, Inc. was a publicly listed company on Nasdaq for 9 years. Mr. Blair has been a director of Pictos, Inc., a technology licensing company that owns a portfolio of fundamental CMOS imaging patents, since July 2008 where he also previously served as President and Chief Executive Officer between 2008 and 2013. His professional background also includes more than 35 years of experience in marketing, sales, engineering, operations, and general management, principally in the computer hardware, software, and semiconductor industries. His experience includes roles at Global Semiconductor Alliance, a non-profit industry organization promoting the semiconductor supply chain, Logistix Corporation, a logistics and supply chain management company, and XEGMAG (a division of Xidex Corporation), a magnetic media products manufacturer. Mr. Blair holds twelve issued U.S. patents plus additional patents worldwide and studied electrical engineering at Arizona State University and applied economics at the University of San Francisco. Our Board and Governance Committee concluded that Mr. Blair should serve on the Board based on his familiarity with technology businesses, skills and experience with business operations at technology companies, and public company experience. Judy Lin has been a member of our Board since April 2022. Ms. Lin is a retired executive who has 30 years of experience in the disk drive industry. She served as an Independent Board Director of MORESCO Corporation, a leading manufacturer of specialty chemicals based in Japan, from June 2014 to May 2022. Ms. Lin served as Vice President of Western Digital Media Operations, a leader in data infrastructure, from September 2007 until her retirement in September 2012. Prior to Western Digital, Ms. Lin served as Vice President at Komag Inc., a leading supplier of thin-film disks to the hard disk drive industry and held various management positions from April 1994 until Western Digital acquired Komag in September 2007. Before joining Komag, Ms. Lin was with IBM Almaden Research Center Storage Systems Division for 11 years as a Senior Scientist from January 1983 to April 1994. Ms. Lin holds a MSc degree in Materials Science and Mineral Engineering from University of California, Berkeley where she was also a PhD candidate, and a BS in Chemical Engineering from National Cheng Kung University in Taiwan. Our Board and Governance Committee concluded that Ms. Lin should serve on the Board based on her substantial leadership and management experience and, considering she is well versed in technology innovation, product development, engineering and global operations, she will add valuable perspective to the Board. Scott Angel has been a member of our Board since March 2025. Prior to his retirement in December 2017, Mr. Angel spent over 37 years in the audit and assurance practice at Deloitte & Touche LLP ( Deloitte ), a global accounting and audit firm, including 25 years as an audit partner in Silicon Valley. He focused on serving clients in the technology industry and led the semiconductor industry practice from 1993 until his retirement in December 2017. During his career at Deloitte, he served a wide range of public and private technology companies and has experience working on risk and compliance issues. Mr. Angel is a Certified Public Accountant ("CPA") (inactive status) and a member of the AICPA. He received his Bachelor of Arts in Business Administration degree from the University of Washington. Our Board and Governance Committee concluded that Mr. Angel should serve on the Board based on his financial literacy, his experience in auditing financial statements and internal controls, and his familiarity with technology businesses. Sherman Tuan has been a member of our Board since February 2007. Mr. Tuan served as Founder and Chief Executive Officer of AboveNet Communications, Inc., an internet data center company, from September 2011 until his retirement in December 2021. Mr. Tuan is also founder of PurpleComm, Inc. (doing business as 9x9.tv), a platform for connected TV, where he served as Chief Executive Officer from January 2005 to January 2018 and Chairman of the Board from June 2003 to January 2018. Mr. Tuan also served as Founder and Chief Executive Officer of TelTel, a SIP-based VoIP operator, from June 2003 to June 2011. From September 1999 to May 2002, he was director of Metromedia Fiber Network, Inc., a fiber optical networking infrastructure provider. Mr. Tuan was co-founder of AboveNet Communications, Inc., an internet connectivity solutions provider, where he served as President from March 1996 to January 1998, Chief Executive Officer from March 1996 to May 2002 and director from March 1996 to September 1999. Mr. Tuan holds a degree in Electrical Engineering from Feng-Chia University in Taiwan. Our Governance Committee concluded that Mr. Tuan should serve on the Board based on his skills, experience and qualifications in managing technology businesses, his technical expertise, and his familiarity with our company s business. SMCI | 2026 Form 10-K | 131 Table of Contents Susan Mogensen (Susie Giordano) has been a member of our Board since August 2024. Ms. Giordano is the Chief Legal Officer of Neutron Holdings, Inc., dba Lime, a global micromobility company, which position she has held since September 2024. Ms. Giordano has over 25 years of experience advising executive management and board directors on a wide range of topics, including strategy, litigation, compliance, regulatory matters, corporate governance, sustainability, executive compensation, financial reporting, crisis management, cybersecurity, human capital management, investor relations, mergers and acquisitions ("M&A"), securities, shareholder engagement, and treasury matters. Previously, she worked at Intel, a semiconductor and technology company, for approximately 11 years where she served most recently as general counsel (interim). At Intel, Ms. Giordano also held roles as corporate secretary and vice president and managing director of Intel Capital where she provided primary legal support to the president of Intel Capital, Intel s global investment organization that makes equity investments and handles acquisitions, divestitures and other strategic transactions. She had joined Intel Capital in 2011 as M&A counsel. Before joining Intel, Ms. Giordano spent three years as president and Chief Executive Officer at Deal Fusion, an M&A legal consulting firm, and five years at Sun Microsystems, a computer hardware and software company, including as director of M&A and strategic investments. Earlier in her career she was an attorney with law firms Gunderson Dettmer, a technology-focused law firm, and Brobeck Phleger & Harrison, a business and technology law firm. Ms. Giordano also previously served as General Counsel at Aeris software as a service ("SaaS"), an Internet of Things platform and connectivity company, from June 2023 to March 2024. She has a juris doctorate from the University of San Francisco, School of Law and a Bachelor of Arts in political science from California Polytechnic State University, San Luis Obispo. Our Governance Committee concluded that Ms. Mogensen (Giordano) should serve on the Board based on her executive management experience and her familiarity with technology businesses. Tally Liu was appointed to our Board in January 2019. He has been retired since 2015. Prior to his retirement, Mr. Liu was Chief Executive Officer of Wintec Industries, a supply chain solutions company for high-tech manufacturers, from 2012 to 2015. Prior to Wintec, Mr. Liu served as Chairman of the Board and Chief Executive Officer of Newegg, Inc., an internet consumer technology retailer, from 2008 to 2010, and as President of Newegg in 2008. Prior to Newegg, Mr. Liu held various positions with Knight Ridder Inc., including Vice President, Finance & Advanced Technology and Vice President of Internal Audit. Mr. Liu served as President of the International Newspapers Financial Executives (INFE) for one year before it merged with other media associations. A Certified Public Accountant from 1982 to 2007, Mr. Liu is a member of the American Institute of Certified Public Accountants (AICPA) with retired status and was previously a member of the Florida Institute of Certified Public Accountants (FICPA). Mr. Liu is also a Certified Information System Auditor (CISA) and Certified Information Security Manager (CISM), with non-practice status, with the Information Systems Audit and Control Association (ISACA) and has also been certified in Control Self-assessment (CCSA) by the Institute of Internal Auditors (IIA). After earning his BA of Commerce from National Chengchi University, Taipei, Taiwan, and MBA from Florida Atlantic University, Mr. Liu received executive leadership training at the Stanford Advanced Finance Program in 1986 and at Harvard Business School in the Advanced Management Program (AMP) in 1998. Mr. Liu is not related to any member of our Board or any of our officers. Our Governance Committee concluded that Mr. Liu should serve on the Board based on his skills, experience, his financial literacy, and his familiarity with technology businesses. Except for Mr. Charles Liang and Ms. Sara Liu who are married to each other, there are no other family relationships among any of our directors or executive officers. Composition of the Board Our authorized number of directors is currently eight, and there are currently eight directors. Our Amended and Restated Certificate of Incorporation, as amended, provides for a classified Board of Directors divided into three classes. The members of each class are elected to serve a three-year term with the term of office for each class ending in consecutive years. Vacancies may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. Alternatively, the Board of Directors, at its option, may reduce the number of directors, provided that no decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director. Directors chosen to fill newly created directorships hold office for a term expiring at the next annual meeting of stockholders to which the term of the office of the class to which they have been elected expires. SMCI | 2026 Form 10-K | 132 Table of Contents The current composition of the Board of Directors is: Class I Directors(1) Charles Liang Sherman Tuan Tally Liu Class II Directors(2) Judy Lin Sara Liu Scott Angel Class III Directors(3) Robert Blair Susan Mogensen (Susie Giordano) (1)The term of Class I directors expires at the annual meeting of stockholders following fiscal year 2028. (2)The term of the Class II directors expires at the annual meeting of stockholders following fiscal year 2026. (3)The term of Class III directors expires at the annual meeting of stockholders following fiscal year 2027. CORPORATE GOVERNANCE Corporate Governance Guidelines We have adopted a Board of Directors Charter as our corporate governance guidelines, which aims to ensure the Board s independence from management, its effective oversight of management, and alignment between the interests of the Board, management, and our stockholders. The Board of Directors Charter is available at https://ir.supermicro.com/governance/governance-documents/default.aspx. Code of Ethics We have adopted a Code of Business Conduct and Ethics that is applicable to all directors, executive officers, and employees and embodies our principles and practices relating to the ethical conduct of our business and our long-standing commitment to honesty, fair dealing, accurate disclosures, and full compliance with applicable laws, rules, and regulations affecting our business. Our Code of Business Conduct and Ethics is available at https://ir.supermicro.com/governance/governance-documents/default.aspx. Any substantive amendment or waiver of the Code relating to executive officers or directors will be made only after approval by our Board of Directors and will be promptly disclosed on our website and filed with the SEC on Form 8-K within four business days. Insider Trading Policy We have adopted an insider trading policy (the Insider Trading Policy ) governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, and employees that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the Nasdaq listing standards applicable to us. A copy of our insider trading policy is filed as Exhibit 19 to this Annual Report. Our Insider Trading Policy also prohibits our directors, executive officers, employees and contractors from engaging in any transactions in publicly traded options, such as puts and calls, and other derivative securities, including any hedging or similar transaction, with respect to our common stock. Director Independence The listing requirements of the Nasdaq Stock Market generally require that a majority of the members of a listed company s board of directors be independent. In addition, the listing rules generally require that, subject to specified exceptions, each member of a listed company s audit committee, compensation committee, and nominating and corporate governance committee be independent. Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the Exchange Act ) and the listing requirements of the Nasdaq Stock Market. In addition, compensation committee members must satisfy the independence criteria set forth in Rule 10C-1 under the Exchange Act and the listing requirements of the Nasdaq Stock Market. Each year, the Board affirmatively assesses the independence of each director and nominee for election as a director in accordance with the listing requirements of the Nasdaq Stock Market. SMCI | 2026 Form 10-K | 133 Table of Contents Based on these standards, our Board has determined that six of its current eight members, Judy Lin, Robert Blair, Scott Angel, Sherman Tuan, Susan Mogensen (Susie Giordano), and Tally Liu, are independent directors under the applicable rules and regulations of the SEC and the listing requirements and rules of the Nasdaq Stock Market. Executive Sessions To encourage and enhance communication among independent directors, and as required under the Nasdaq listing standards, our independent directors meet in executive session regularly (no less than twice per year) without non-independent directors present. Communications with the Board of Directors The Board welcomes the submission of any comments or concerns from stockholders or other interested parties. If you wish to send any communications to the Board, you may use one of the following methods: Write to the Board at the following address: Board of Directors Super Micro Computer, Inc. c/o General Counsel 980 Rock Avenue San Jose, California 95131 E-mail the Board of Directors at [email protected] Communications that are intended specifically for the independent directors or non-management directors should be sent to the e-mail address or street address noted above, to the attention of the Independent Directors . MEETINGS AND COMMITTEES OF THE BOARD Board Meetings Each director is expected to devote sufficient time, energy and attention to ensure diligent performance of his or her duties and to attend all Board and committee meetings. We encourage, but do not require, each Board member to attend our annual meeting of stockholders. We held an annual meeting of stockholders on April 15, 2026, for our fiscal year 2026. The Board held 24 meetings during fiscal year 2026, 6 of which were regularly scheduled meetings and 18 of which were special meetings. All directors attended at least 75% of the applicable meetings of the Board and the committees on which they served during the time they were members of the Board or such committees during fiscal year 2026. Board Leadership Structure Our Chairman, Charles Liang, is also our Chief Executive Officer. The Board and our Governance Committee believe that it is appropriate for Mr. Liang to serve as both the Chief Executive Officer and Chairman due to the relatively small size of our Board, and the fact that Mr. Liang is the founder of our company with extensive experience in our industry. In January 2026, Mr. Scott Angel was appointed as lead independent director for a one-year term, which will expire in January 2027. The lead independent director presides over executive sessions of the independent directors held without management present, coordinates with the Chairman of the Board, may add items to the established Board meeting agendas, and has authority to access management and retain independent advisors at the Company s expense. Board Role in the Oversight of Risk The Board oversees our risk management activities, requesting and receiving reports from management. The Board conducts this oversight directly and through its committees. The Board has delegated primary responsibility for oversight of risks relating to financial controls and reporting to our Audit Committee. The Audit Committee also assists the Board in oversight of certain other risks, including review of operational risks, health and safety risks, technology, privacy and cybersecurity risks, strategic risks, internal controls, and related party transactions. The Audit Committee reports to the full Board on such matters as appropriate. SMCI | 2026 Form 10-K | 134 Table of Contents Committees of the Board of Directors The Board has three standing committees to facilitate and assist the Board in discharging its responsibilities: the Audit Committee, the Compensation Committee and the Governance Committee. In accordance with applicable listing requirements of the Nasdaq Stock Market, each of these committees is comprised solely of non-employee, independent directors. The charter for each committee is available at https://ir.supermicro.com/governance/governance-documents/default.aspx. A description of the charters is set forth below. The charter of each committee also is available in print to any stockholder who requests it. The following table sets forth the current members of each of the standing Board committees. Audit CommitteeCompensation CommitteeGovernance Committee Tally Liu(1) Susan Mogensen (Susie Giordano)(1) Judy Lin(1) Robert BlairSherman TuanRobert Blair Scott AngelTally LiuSherman Tuan (1)Committee Chairperson Audit Committee The Audit Committee has three members currently. The Audit Committee met 21 times in fiscal year 2026, 11 of which were regularly scheduled meetings and 10 of which were special meetings. The Board has determined that each member of our Audit Committee meets the requirements for independence under the applicable listing requirements of the Nasdaq Stock Market (including Rule 5605(c)(2)(A)) and the rules of the SEC (including Rule 10A-3 promulgated under the Exchange Act). The Board has also determined that Messrs. Liu, Blair, and Angel are audit committee financial experts as defined in Item 407 of Regulation S-K promulgated by the SEC. As outlined more specifically in the Audit Committee charter, the Audit Committee has, among other duties, the following responsibilities: Appoints, retains, and approves the compensation of our independent auditors, and reviews and evaluates the auditors qualifications, independence and performance; Review and discuss with our independent auditors their responsibilities, audit strategy, scope and timing, identified risks, and audit results; Oversees the independent auditors audit work and reviews and pre-approves all audit and non-audit services that may be performed by them; Reviews our financial statements and discusses with management and the independent auditors the results of the annual audit and the review of our quarterly financial statements; Review and discuss with management press releases on financial results and financial information or earnings guidance shared with analysts and rating agencies; Review with management and our independent auditor significant judgments in preparing the financial statements and each party s views on their appropriateness; Review, discuss, and approve the internal audit department s plan, major changes to the plan, scope, progress and results of executing the plan, and annual performance; Periodically review and discuss with management and our independent auditors our disclosure controls and internal controls over financial reporting; Reviews, approves and oversees all related party transactions in accordance with our related party transaction policies and procedures; Establishes and oversees procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls or auditing matters and oversees enforcement, compliance and remedial measures under our Code of Business Conduct and Ethics; Initiates investigations and hires legal, accounting and other outside advisors or experts to assist the Audit Committee, as it deems necessary to fulfill its duties; Periodically reviews and discusses with management our major financial risk exposures, including cybersecurity events and steps management has taken to monitor and control the exposures, including our risk assessment and risk management guidelines and policies; and Prepares the audit committee report for inclusion in our annual report on Form 10-K or proxy statement for the annual meeting of stockholders, in accordance with applicable rules and regulations of the SEC. SMCI | 2026 Form 10-K | 135 Table of Contents The Audit Committee may delegate its responsibilities, along with the authority to take action in relation to such responsibilities, to subcommittees comprised of one or more Audit Committee members, subject to requirements of our bylaws, applicable laws and regulations. Compensation Committee The Compensation Committee has three members currently. The Compensation Committee charter provides that the Compensation Committee shall be comprised of no fewer than two members. The Compensation Committee met 7 times in fiscal year 2026, 6 of which were regularly scheduled meetings and 1 of which were special meetings. The Compensation Committee is comprised solely of non-employee directors for purposes of Rule 16b-3 under the Exchange Act. The Board has determined that each member of our Compensation Committee meets the requirements for independence under the applicable listing requirements of the Nasdaq Stock Market. As outlined more specifically in the Compensation Committee charter, the Compensation Committee has, among other duties, the following responsibilities: Periodically reviews approves of a group of companies for general executive compensation competitive comparisons, approves target pay and performance objectives against this group and broader industry references, and monitors our executive compensation levels and their performance relative to this group; Reviews and approves corporate goals and objectives relevant to compensation of the Chief Executive Officer and other executive officers; Evaluates the performance of the Chief Executive Officer and other executive officers in light of those goals and objectives, including generally against the overall performance of executive officers at comparable companies, all while taking into account our risk management policies and practices, and any other factors the Compensation Committee deems appropriate, including the performance of the Company; Oversees the evaluation of the Company s executive officers (other than the Chief Executive Officer) and other key employees, and reviews and approves or makes recommendations to the Board regarding the compensation of such individuals; Reviews and approves, or makes recommendations to the Board regarding, our incentive compensation plans and equity compensation plans, and administers such plans; Reviews and make recommendations to the Board regarding non-employee director compensation; Monitors and assesses risks associated with our compensation policies, including whether such policies could lead to unnecessary risk-taking behavior, and consults with management regarding such risks; and Administers the issuance of restricted stock grants, stock options and other equity awards to executive officers, directors and other eligible individuals under our equity compensation plans, provided that the Compensation Committee may delegate the approval of grants of options and other equity awards to participants other than certain individuals subject to Section 16 of the Exchange Act as provided in the applicable plan; Prepares an annual report on executive compensation, for inclusion in our annual report on Form 10-K or proxy statement for the annual meeting of stockholders, in accordance with applicable rules and regulations of the SEC; and Periodically reviews and discusses with management the Company s programs, policies, practices and strategies related to human capital management. The Compensation Committee may delegate its responsibilities, along with the authority to take action in relation to such responsibilities, to subcommittees comprised of one or more Compensation Committee members, subject to requirements of our bylaws and applicable laws, regulations and the terms of our executive compensation plans. The Compensation Committee may, in its sole discretion, retain or obtain advice or assistance from compensation consultants, legal counsel, accounting or other advisors (independent or otherwise) as appropriate to perform its duties. Additional information about the Compensation Committee s processes for determining executive and non-employee director compensation, including the role of the Compensation Committee s compensation consultant and our executive officers, can be found in the Executive Compensation and 2026 Director Compensation sections of this Annual Report. Governance Committee The Governance Committee has three members currently. The Governance Committee charter provides that the Governance Committee shall be comprised of no fewer than two members. The Governance Committee met 5 times in fiscal year 2026, all 5 of which were regularly scheduled meetings. The Board has determined that each member of our Governance Committee meets the requirements for independence under the applicable listing requirements of the Nasdaq Stock Market. SMCI | 2026 Form 10-K | 136 Table of Contents As outlined more specifically in the Governance Committee charter, the Governance Committee has, among other duties, the following responsibilities: Reviews and makes recommendations to the Board regarding the size of the Board and member criteria based on current Board needs; Evaluates and selects, or recommends to the Board, director nominees for each election of directors; Considers any nominations of director candidates validly made by our stockholders; Reviews committee structures and compositions and recommends to the Board concerning qualifications, appointment and removal of committee members; Develops, recommends for approval by the Board and reviews on an ongoing basis the adequacy of the corporate governance principles applicable to us; Develops and recommends to the Board the Company s corporate governance guidelines (the Board of Directors Charter ), oversees compliance with our Board of Directors Charter and reports on such compliance to the Board; Conducts an annual evaluation of director independence that considers applicable Nasdaq rules, applicable law and our Board of Directors Charter to enable the Board to make a determination of each director s independence; Periodically reviews succession planning for executive officers; Assists the Board in the development of criteria for the evaluation of the Board and each committee and assists the Board in its evaluation of the performance of the Board and each committee of the Board; and Periodically assesses, reports, and provides guidance to management and the full Board on our practices with respect to environmental, social and corporate governance issues. The Governance Committee may delegate its responsibilities, along with the authority to take action in relation to such responsibilities, to subcommittees comprised of one or more Governance Committee members, subject to requirements of our bylaws, applicable laws and regulations. The Governance Committee may, in its sole discretion, retain or obtain advice or assistance from consultants, legal counsel or other advisors (independent or otherwise) as appropriate to perform its duties. Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires our directors, executive officers, and holders of more than 10% of our common stock to file reports regarding their ownership and changes in ownership of our securities with the SEC, and to furnish us with copies of all Section 16(a) reports that they file. Based solely upon a review of Forms 3, 4 and 5 and amendments thereto furnished to us and certain written representations provided to us, we believe that during fiscal year 2026, our directors, executive officers, and greater than 10% stockholders complied with all applicable Section 16(a) filing requirements, except for one Form 4 that was filed late on behalf of Kenneth Cheung due to an inadvertent administrative error. SMCI | 2026 Form 10-K | 137 Table of Contents Item 11. Executive Compensation EXECUTIVE COMPENSATION Compensation Discussion and Analysis ( CD&A ) In this section we provide an explanation and analysis of the material elements of the compensation provided to our named executive officers (our NEOs ). Our NEOs for the fiscal year 2026 were: Charles LiangPresident, Chief Executive Officer ( CEO ) and Chairman of the Board David WeigandSenior Vice President, Chief Financial Officer(3) Jin Xiao (Tom Xiao)(1) Senior Corporate Vice President of Engineering Vikranth MalyalaChief Business Officer Don Clegg(2) Former Senior Vice President, Worldwide Sales Microchip Technology Corning Inc.Micron Technology Electronic Arts Inc.NetApp, Inc Hewlett Packard Enterprise CompanyON Semiconductor Corporation HP Inc.Sanmina Corporation Jabil Inc.Seagate Technology Holdings plc Juniper NetworksTE Connectivity Keysight TechnologiesTeledyne Technologies KLA CorporationToast, Inc. Lam ResearchWestern Digital Corporation Marvell Technology, Inc.Workday, Inc. Role of Executive Officers in the Compensation Process Each year, management provides recommendations to the Compensation Committee regarding compensation program design and evaluations of executive and Company performance. In particular, our Chief Financial Officer provides the Compensation Committee with information about our performance against the objective metrics set forth in the executive compensation performance program and the CEO provides the Compensation Committee with his subjective Compensation Adjustment Factor evaluation for the Other NEOs. This evaluation provided by the CEO includes his views as to the impact of individual Other NEOs on strategic initiatives and organizational goals, as well as their functional expertise and leadership, while also factoring in extrinsic considerations (such as any share price volatility during the fiscal year). The CEO also provides the Compensation Committee with his views of the nature and extent of our performance against expectations. While the Compensation Committee carefully considers all recommendations made by members of management, ultimate authority for all compensation decisions regarding our NEOs rests with the Compensation Committee and the Board. Key Fiscal Year 2026 Executive Compensation Decisions and Actions Key fiscal year 2026 executive compensation decisions and actions included the following: Similar to the structure of such performance program for the participating Other NEOs utilized in the prior fiscal year, the FY2026 Performance Program for Other NEOs utilized base salary and fixed bonus ( Fixed Bonus ) components, as well as a performance-based annual incentive award, which is payable in the form of cash and service-based RSUs that generally vest over a period of four years. The performance-based annual incentive award continues to have each of the following features: Primarily formula-based; Utilizes company performance metrics that are individualized based upon the role of the NEO; and SMCI | 2026 Form 10-K | 140 Table of Contents Utilizes company performance metrics tied closely to stockholder value, including percentage appreciation in stock price from the prior fiscal year and percentage increase in worldwide revenue from the prior fiscal year. See FY2026 Performance Program for Other NEOs below for more information. The FY2026 Performance Program for Other NEOs included the following elements: For Mr. Weigand, five KPIs were included in his program with varying weights as follows: Worldwide Revenue Performance (1x weighting), Worldwide Gross Margin (1x weighting), EPS (2x weighting), Inventory Reserves as Percentage of Revenue (2x weighting) and Material Weakness Remediation (1x weighting). In addition, the Fixed Bonus component for Mr. Weigand s fiscal year 2026 compensation was 30% of his base salary (calculated as a Base Incentive Target (as defined below) of 10% of base salary multiplied by a Bonus Pool Multiplier (as defined below) of 3), consistent with the annual rate in place at the start of fiscal year 2025. For Mr. Xiao, four KPIs were included in his program, each with equal weight: Worldwide Gross Margin, Engineering Change Orders Decline/Growth Rate, CPU Based Revenue as Percentage of Total Revenue and RMA Decline/Growth Rate. In addition, the Fixed Bonus component for Mr. Xiao s fiscal year 2026 compensation was 16% of his base salary (calculated as a Base Incentive Target of 8% multiplied by a Bonus Pool Multiplier of 2), consistent with the annual rate in place at the start of fiscal year 2025. For Mr. Malyala, four KPIs were included in his program, with varying weights as follows: Worldwide Revenue Growth (1x weighting), Customer Satisfaction (2x weighting), EMEA Connected Revenue Growth (2x weighting) and Percentage Growth in Direct Customer (2x weighting). In addition, the Fixed Bonus component for Mr. Malyala s fiscal year 2026 compensation was 27% of his base salary (calculated as a Base Incentive Target of 9% multiplied by a Bonus Pool Multiplier of 3), compared with 24% of base salary (calculated as a Base Incentive Target of 8% multiplied by a Bonus Pool Multiplier of 3) for fiscal year 2025. Mr. Clegg did not participate in the performance-based annual incentive program in fiscal year 2026. The Fixed Bonus component for Mr. Clegg s fiscal year 2026 compensation was 20% of his base salary (calculated as a Base Incentive Target of 10% of base salary multiplied by a Bonus Pool Multiplier of 2), consistent with the annual rate in place at the start of fiscal year 2025. The prior year s performance program for Other NEOs utilized a compensation adjustment factor (the Compensation Adjustment Factor ), and the Compensation Committee elected to retain this element for the fiscal year 2026 program. While the Compensation Adjustment Factor is subjective and evaluated by the CEO, the CEO may consider not only each executive s individual performance but also external factors, including performance relative to expectations and share price volatility, and make adjustments accordingly. The Compensation Committee has noted that in recent fiscal years, performance has been highly volatile with respect to certain KPIs, and believes that the CEO should have discretion (on behalf of the Compensation Committee) to select a lower or higher result for the Compensation Adjustment Factor to manage overall compensation for the Other NEOs, rather than basing such factor solely on individual performance evaluations. Based on effective base salaries and the Compensation Committee s review and certification of actual performance (as described further below) under the FY2026 Performance Program for Other NEOs, for fiscal year 2026: Mr. Weigand received a Fixed Bonus amount of $179,203 paid in semi-monthly installments during fiscal year 2026, and based on performance against fiscal year 2026 goals earned a cash payment of $194,255 and earned an aggregate grant of $777,020 in RSUs. The RSUs generally vest in annual installments over four years from July 1, 2026; SMCI | 2026 Form 10-K | 141 Table of Contents Mr. Xiao received a Fixed Bonus amount of $78,989 paid in semi-monthly installments during fiscal year 2026, and based on performance against fiscal year 2026 goals earned a cash payment of $68,127 and an aggregate grant of $68,127 in RSUs. The RSUs generally vest in annual installments over four years from July 1, 2026; Mr. Malyala received a Fixed Bonus amount of $136,811 paid in semi-monthly installments during fiscal year 2026, and based on performance against fiscal year 2026 goals earned a cash payment of $259,943 and an aggregate grant of $259,943 in RSUs. The RSUs vest in annual installments over four years from July 1, 2026; Mr. Clegg received a Fixed Bonus amount of $22,654 paid in semi-monthly installments during fiscal year 2026 until his guaranteed bonus term ended on September 30, 2025. Base salaries for Mr. Xiao and Mr. Malyala were also adjusted during fiscal year 2026, effective as of January 1, 2026, to enhance retention value for key personnel and in recognition that their base salaries were at the lower end of the market for their roles. The Role of the Most Recent Stockholder Say-on-Pay Vote The Compensation Committee, the entire Board, and our management value the opinions of our stockholders. Feedback received from stockholders has previously included both a desire that a more significant portion of executive compensation be tied to performance based upon the achievement of pre-established goals, as well as a favorable view of the design and structure of the 2023 CEO Performance Award. Our last annual meeting of stockholders was held in April 2026 (the Fiscal Year 2026 Annual Meeting ), and we provided our stockholders the opportunity to vote to approve, on an advisory basis, the compensation of our named executive officers for fiscal year 2026 as disclosed in the proxy statement for such meeting. At the meeting, stockholders representing approximately 93% of the stock present and entitled to vote on this say-on-pay proposal approved the compensation of our named executive officers. Although the say-on-pay vote was non-binding, the Compensation Committee believes that the high level of approval is an indication that our stockholders generally support our approach to executive compensation, and the committee expects to continue to consider the outcome of that vote when making future compensation decisions for our named executive officers. Fiscal Year 2026 CEO Compensation Overview As described above, Mr. Liang previously agreed to receive a de minimis annual base salary of $1.00 and no cash bonuses through June 30, 2026 in connection with the 2021 CEO Performance Award. In connection with the 2023 CEO Performance Award, Mr. Liang agreed to continue receiving a de minimis annual base salary of $1.00, with no cash bonuses, through the earlier of (1) the vesting of all tranches under the 2023 CEO Performance Award and (2) March 31, 2029. Mr. Liang must also remain as our CEO (or such other position as he and the Board may agree) at the time each performance goal is met in order for the corresponding tranche to vest. This condition is intended to help ensure Mr. Liang s active leadership of the Company over the long term. Discussion and Analysis of 2023 CEO Performance Award During the second quarter of fiscal year 2024, in light of the progression of achievement under the 2021 CEO Performance Award and in order to continue to motivate and incentivize Mr. Liang, the Compensation Committee granted Mr. Liang the 2023 CEO Performance Award in November 2023. SMCI | 2026 Form 10-K | 142 Table of Contents The 2023 CEO Performance Award granted to Mr. Liang is a long-term performance-based option award to purchase up to 5,000,000 shares of our common stock, which award may vest in five equal tranches. Each of the five tranches vests upon the achievement of both a specified revenue goal (each, a New Revenue Goal ) and a specified stock price goal (each, a New Stock Price Goal ). New Revenue Goals must be achieved by December 31, 2028 (the New Revenue Performance Period") and New Stock Price Goals must be achieved by March 31, 2029 (the New Stock Price Performance Period ). The 2023 CEO Performance Award was granted with an exercise price equal to $45.00 (the New Exercise Price ), representing a premium of approximately 53% to the closing stock price reported on Nasdaq on the date of grant. The 2023 CEO Performance Award will generally expire on November 14, 2033 and includes, among other terms and conditions, a restriction on the sale of any shares issued upon exercise of the 2023 CEO Performance Award until November 14, 2026. The Compensation Committee sought to ensure that the 2023 CEO Performance Award would further align Mr. Liang s interests with those of our stockholders over the long term. In connection with the 2023 CEO Performance Award, the Compensation Committee extended the period during which Mr. Liang would continue to receive a de minimis annual base salary of $1.00 (or such other non-waivable minimum wage requirement, if deemed advisable) and no cash bonuses through the earlier of (1) the date all tranches under the 2023 CEO Performance Award shall have vested and (2) March 31, 2029. As described above, Mr. Liang must also remain as our CEO (or such other position as he and the Board may agree) at the time each performance goal is met in order for the corresponding tranche to vest. This condition is intended to help ensure Mr. Liang s active leadership of the Company over the long term. The following table sets forth the New Revenue Goals which must be achieved under the 2023 CEO Performance Award by the end of the New Revenue Performance Period on December 31, 2028, as well as their achievement status as of the date of this Annual Report: New Revenue Goals(1) Absolute Change From Revenue Reported for the Fiscal Year Ended Prior to the Grant of the 2023 CEO Performance Award (June 30, 2023)(2) Achievement Status $13.0 billion 82% Achieved(3) $15.0 billion 111% Achieved(4) $17.0 billion 139% Achieved(5) $19.0 billion 167% Achieved(6) $21.0 billion 195% Achieved(7) (1)Under the terms of the 2023 CEO Performance Stock Option, the rolling four-quarter revenue milestones and stock price milestones set forth in the table above must be achieved by December 31, 2028 and March 31, 2029, respectively. (2)Rounded to the nearest whole percentage. (3)On February 27, 2025, the Compensation Committee certified achievement of the $13.0 billion revenue milestone based on our previous four consecutive fiscal quarters revenue as of June 30, 2024. (4)On April 22, 2025, the Compensation Committee certified achievement of the $15.0 billion revenue milestone based on our previous four consecutive fiscal quarters revenue as of September 30, 2024. (5)On April 22, 2025, the Compensation Committee certified achievement of the $17.0 billion revenue milestone based on our previous four consecutive fiscal quarters revenue as of September 30, 2024. (6)On April 22, 2025, the Compensation Committee certified achievement of the $19.0 billion revenue milestone based on our previous four consecutive fiscal quarters revenue as of December 31, 2024. (7)On August 26, 2025, the Compensation Committee certified achievement of the $21.0 billion revenue milestone based on our previous four consecutive fiscal quarters revenue as of March 31, 2025. SMCI | 2026 Form 10-K | 143 Table of Contents The following table sets forth the New Stock Price Goals which must be achieved under the 2023 CEO Performance Award by the end of the New Stock Price Performance Period on March 31, 2029, as well as their achievement status as of the date of this Annual Report: New Stock Price Goals(1) Absolute Change in Stock Price from Grant Date Stock Price(2)(3) Absolute Change in Stock Price From $45.00 Exercise Price(3) Achievement Status $45.0053% 0% Achieved(4) $60.00104% 33% Achieved(5) $75.00155% 67% Achieved(6) $90.00206% 100% Achieved(7) $110.00274% 144% Not yet achieved (1)Sustained stock price performance is required for each New Stock Price Goal to be met, other than in connection with a change in control. For each New Stock Price Goal to be met, the trailing sixty trading day average stock price must equal or exceed the New Stock Price Goal. (2)Utilizes closing stock price of $29.39 on November 14, 2023. (3)Rounded to the nearest whole percentage. (4)Achieved prior to fiscal year 2025. The sixty-trading day average stock price from November 29, 2023 through February 26, 2024 was $45.70. (5)Achieved prior to fiscal year 2025. The sixty-trading day average stock price from December 15, 2023 through March 13, 2024 was $61.07. (6)Achieved prior to fiscal year 2025. The sixty-trading day average stock price from January 4, 2024 through April 1, 2024 was $75.28. (7)Achieved prior to fiscal year 2025. The sixty-trading day average stock price from January 31, 2024 through April 25, 2024 was $90.31. Each of the five tranches vests only when both the applicable New Revenue Goal and New Stock Price Goal for such tranche are certified by the Compensation Committee as having been met. A New Revenue Goal and a New Stock Price Goal that are matched together may be achieved at different points in time, and vesting will occur upon the later of the Compensation Committee s certification dates for the applicable New Revenue Goal and New Stock Price Goal. Subject to any applicable clawback provisions, policies or other forfeiture terms described in the 2023 CEO Performance Award, once a goal is achieved, it is permanently deemed achieved for purposes of determining the vesting of a tranche. There is no full acceleration of vesting of the 2023 CEO Performance Award as a result of a change in control (as defined in the Company s Amended and Restated 2020 Equity and Incentive Compensation Plan (the 2020 Plan )). However, in connection with a change in control, whether any unvested tranches vest will depend solely on our attainment of the New Stock Price Goals (the New Revenue Goals will be disregarded). In addition, for purposes of determining whether the New Stock Price Goal has been achieved, the stock price shall equal the greater of (1) the most recent closing price per share immediately prior to the effective time of such change in control or (2) the per share common stock price (plus the per share of common stock value of any other consideration) received by the stockholders in the change in control. To the extent that any tranche has not vested as of immediately before the effective time of the change in control and does not otherwise vest as a result of the change in control, such unvested tranche will be forfeited automatically as of the effective time of the change in control. SMCI | 2026 Form 10-K | 144 Table of Contents FY2026 Performance Program for Other NEOs Overview The structure of the FY2026 Performance Program remained the same as in fiscal year 2025. The Compensation Committee believes the FY2026 Performance Program for Other NEOs furthers our executive compensation philosophy to link compensation to corporate and individual performance. The principal compensation elements of the FY2026 Performance Program for Other NEOs are: Base Salary; Fixed Bonus; and Performance-based annual incentive award ( Performance Incentive Award ) which, for Mr. Weigand, is payable 20% in the form of cash (the Performance Cash ) and 80% in the form of service-based RSUs and, for each of Mr. Xiao, and Mr. Malyala, is payable 50% in the form of Performance Cash and 50% in the form of service-based RSUs. Such RSUs will generally vest in equal annual installments over a period of approximately four years, subject to continued employment. Base Salary The following table sets forth base salaries for each of Mr. Weigand, Mr. Xiao, Mr. Malyala, and Mr. Clegg at the end of fiscal years 2025 and 2026: Principal Position During Fiscal Year 2026End of Fiscal Year 2025 Base Salary Rate(1)(2) Base Salary % Change David WeigandSenior Vice President, Chief Financial Officer$568,898 597,343 5.0 % Jin Xiao (Tom Xiao)Senior Corporate Vice President of Engineering$448,800 493,680 10.0 % Vikranth MalyalaChief Business Officer$482,580 608,051 26.0 % Don CleggFormer Senior Vice President, Worldwide Sales(3) $466,670 % (1)The base salary amounts actually paid to each NEO for fiscal years 2025 and 2026 are disclosed in the Summary Compensation Table. (2)For each of fiscal years 2025 and 2026, salary amounts disclosed in the Summary Compensation Table for each NEO differ from the amounts disclosed in the table above because of the timing of adjustments made to base salary. For fiscal year 2025, such adjustments were effective January 1, 2025 for each of Mr. Weigand and Mr. Xiao. For fiscal year 2026, such adjustments were effective January 1, 2026 for Mr. Xiao and Mr. Malyala. In addition, salary amounts disclosed in the Summary Compensation Table for such NEOs also include amounts paid out for vacation and sick days. (3)As Mr. Clegg retired on May 15, 2026, he had no base salary rate at the end of fiscal year 2026. Adjustments to base salaries for Messrs. Xiao and Malyala were made during fiscal year 2026 after the Compensation Committee considered recommendations from the CEO, inflationary market conditions during the year and the likelihood that, even after prior adjustments, each such NEO's base salary remained below the market for comparable position at similar companies. Fixed Bonus Component Under the FY2026 Performance Program for Other NEOs, each of Mr. Weigand, Mr. Xiao, Mr. Malyala, and Mr. Clegg was entitled to receive a Fixed Bonus component payable in semi-monthly installments in the form of cash, which was based upon a percentage of base salary, and payable subject to continued service. The Compensation Committee included the Fixed Bonus as a component of the FY2026 Performance Program for Other NEOs in recognition of the continued achievements and contributions of the Other NEOs to the Company. SMCI | 2026 Form 10-K | 145 Table of Contents The Compensation Committee decided to retain the Fixed Bonus component for the FY2026 Performance Program for Other NEOs because the Compensation Committee believed the aggregate total cash compensation for the Other NEOs was likely to still be less than the market 50th percentile for comparable positions. The following table sets forth the total amount of Fixed Bonus received by the Other NEOs for fiscal year 2026: NamePrincipal Position During Fiscal Year 2026 Fixed Bonus (as a % of Base Salary)Fiscal Year 2026 Fixed Bonus Received David WeigandSenior Vice President, Chief Financial Officer30%$179,203(1) Jin Xiao (Tom Xiao)Senior Corporate Vice President of Engineering16%$78,989(2) Vikranth MalyalaChief Business Officer27%$136,811(3) Don Clegg(4) Former Senior Vice President, Worldwide Sales $22,654(4) (1)For Mr. Weigand, the Fixed Bonus paid from July 1, 2025 to June 30, 2026 was determined based upon a base salary of $597,343, which was his annual salary rate as of July 1, 2026. (2)For Mr. Xiao, the Fixed Bonus paid from July 1, 2025 to June 30, 2026 was determined based upon a base salary of $493,680, which was his annual salary rate as of July 1, 2026. (3)For Mr. Malyala, the Fixed Bonus paid from July 1, 2025 to June 30, 2026 was determined based upon a base salary of $506,709, which was his annual salary rate as of January 1, 2026. This salary was again increased on May 11, 2026 to $608,051, which was his annual salary rate as of July 1, 2026. (4)For Mr. Clegg, the Fixed Bonus was paid from July 1, 2025 to September 30, 2025. As such, he had no Fixed Bonus as a percentage of Base Salary. Performance Incentive Award Description of Performance Incentive Award. Under the Performance Incentive Award portion of the FY2026 Performance Program for Other NEOs, participants have the ability to earn Performance Incentive Awards based upon the achievement of certain specified KPIs and the CEO s subjective evaluation under the Compensation Adjustment Factor for the fiscal year. Any Performance Incentive Awards earned by Mr. Weigand are payable 20% in cash and 80% in RSUs, and any Performance Incentive Awards earned by Mr. Malyala, or Mr. Xiao are payable 50% in cash and 50% in RSUs. The cash portion of the award is paid out promptly after the amount of any Performance Incentive Award is determined and approved by the Compensation Committee following the end of the fiscal year, and the RSUs are granted at approximately the same time, unless otherwise stated in this Annual Report. The number of RSUs granted to the participants is determined by dividing the value of the RSU portion of the Performance Incentive Award by an average closing price of our stock, as described in more detail below. These RSUs generally vest in equal annual installments over a period of four years from the first day of the new fiscal year, so long as the individual continues to be employed. RSUs for the annual award are (for purposes of administration of shares available under the 2020 Plan) capped for each of Messrs. Weigand, Xiao, and Malyala at a level unlikely to be earned. In addition: The amount of the earned Performance Incentive Award is determined as a multiple (the Multiple ) of a base incentive target (calculated as a set percentage of base salary) set for each participant (the Base Incentive Unit ). The Base Incentive Unit for fiscal year 2026 was set at 10% of base salary for Mr. Weigand, at 8% for Mr. Xiao and at 9% for Mr. Malyala. Each KPI and the Compensation Adjustment Factor contribute to the calculation of the Multiple, which is applied to the Base Incentive Unit to determine the total amount of the earned Performance Incentive Award: For Mr. Weigand, the KPIs for fiscal year 2026 were based upon: Worldwide Revenue Performance, with a performance floor of $35.0 billion (KPI multiple of 0.0), a target of $40.0 billion (KPI multiple of 1.0) and a maximum of $50.0 billion (KPI multiple of 2.0), with performance between those levels scaled linearly. *This KPI is single weighted, meaning that the achievement level against the worldwide revenue target is then used in the calculation of the aggregate Multiple as described above. SMCI | 2026 Form 10-K | 146 Table of Contents Worldwide Gross Margin with a target worldwide gross margin of 8% (KPI multiple of 1.0) and a maximum worldwide gross margin of 12% (KPI multiple of 2.5), with performance between those levels scaled linearly. *This KPI is single weighted, meaning that the achievement level against the worldwide gross margin target is then used in the calculation of the aggregate Multiple as described above. EPS with a target EPS of $2.52 (KPI multiple of 1.0) and a maximum EPS of $3.50 (KPI multiple of 2.0), with performance between those levels scaled linearly. *This KPI is double weighted, meaning that the achievement level against the EPS target is multiplied by two, and that resulting amount is then used in the calculation of the aggregate Multiple as described above Inventory Reserves as a Percentage of Revenue, which is based on minimizing inventory write-downs as a percentage of revenue. A KPI multiple of 1.0 is achieved at 0.75%, increasing to 2.0 at 0.50% and 4.0 at 0.25%, with results scaled accordingly. *This KPI is double weighted, meaning that the achievement level against the inventory reserves as a percentage of revenue target is multiplied by two, and that resulting amount is then used in the calculation of the aggregate Multiple as described above. Material Weakness Remediation, which is measured on an all-or-nothing basis. A KPI multiple of 1.0 is achieved upon achievement of the specified remediation objective; otherwise, no KPI multiple is earned. *This KPI is single weighted, meaning that such full remediation of material weakness with clean internal controls opinion is then used in the calculation of the aggregate Multiple as described above. For fiscal year 2026, Mr. Weigand was eligible to receive, based on the CEO s evaluation, a Compensation Adjustment Factor between 1.0 and 5.0, with each 1.00 of rating counting as 1.00 towards determination of the final aggregate Multiple. See Key Fiscal Year 2026 Executive Compensation Decisions and Actions above for additional discussion with respect to the Compensation Adjustment Factor. For Mr. Xiao, the KPIs for fiscal year 2026 were based upon: Worldwide Gross Margin with a target worldwide gross margin of 8% (KPI multiple of 1.0) and a maximum worldwide gross margin of 12% (KPI multiple of 2.5), with performance between those levels scaled linearly. *This KPI is single weighted, meaning that the achievement level against the worldwide gross margin target is then used in the calculation of the aggregate Multiple as described above. Engineering Change Orders Decline/Growth, which is based on the change in Engineering Change Orders ( ECOs ) relative to the prior-year level. A KPI multiple of 1.0 is achieved when ECOs remain at the baseline level (i.e., no change from the prior fiscal year). The KPI multiple decreases to 0.0 if ECOs increase by 10% or more, and increases to 2.0 if ECOs decline by 10% or more, with performance between those levels scaled accordingly. *This KPI is single weighted, meaning that the achievement level against the Engineering Change Orders Decline/Growth Rate target is then used in the calculation of the aggregate Multiple as described above. SMCI | 2026 Form 10-K | 147 Table of Contents CPU-Based Revenue, which is based on the change in CPU-based revenue as a percentage of total revenue relative to the fiscal year 2025 level. A KPI multiple of 1.0 is achieved when the percentage is equal to the fiscal year 2025 level. A KPI multiple of 2.0 is achieved when the percentage is 5% higher than the fiscal year 2025 level, while performance below the fiscal year 2025 level results in a KPI multiple of 0.0, with performance between those levels scaled accordingly. *This KPI is single weighted, meaning that the achievement level against the CPU based revenue as a percentage of total revenue target is then used in the calculation of the aggregate Multiple as described above. RMA Decline/Growth Rate, which is based on the year-over-year change in RMAs. A KPI multiple of 1.0 is achieved when there is no change from the prior fiscal year. The KPI multiple decreases to 0.0 if RMAs increase by 10% or more, and increases to 2.0 if RMAs decline by 10% or more, with performance between those levels scaled accordingly. *This KPI is single weighted, meaning that the achievement level against the RMA Decline/Growth Rate target is then used in the calculation of the aggregate Multiple as described above. For fiscal year 2026, Mr. Xiao was eligible to receive, based on the CEO s evaluation, a Compensation Adjustment Factor between 1.0 and 5.0, with each 1.00 point of rating counting as 1.00 towards the determination of the final aggregate Multiple. See Key Fiscal Year 2026 Executive Compensation Decisions and Actions above for additional discussion with respect to the Compensation Adjustment Factor. For Mr. Malyala, the KPIs for fiscal year 2026 were based upon: Worldwide Revenue Performance, with a performance floor of $35.0 billion (KPI multiple of 0.0), a target of $40.0 billion (KPI multiple of 1.0) and a maximum of $50.0 billion (KPI multiple of 2.0), with performance between those levels scaled linearly. *This KPI is single weighted, meaning that the achievement level against the worldwide revenue target is then used in the calculation of the aggregate Multiple as described above. Customer Satisfaction, based on the Net Promoter Score ( NPS ), with a performance floor of 50 points (KPI multiple of 0.0), a target of 54 points (KPI multiple of 1.0) and a maximum of 58 points (KPI multiple of 2.0), with performance between those levels scaled accordingly. *This KPI is double weighted, meaning that the achievement level against the NPS target is multiplied by two, and that resulting amount is then used in the calculation of the aggregate Multiple as described above. EMEA Connected Revenue Growth, which is based on EMEA revenue performance relative to the fiscal year 2025 level. A KPI multiple of 1.0 is achieved at 82% performance relative to the fiscal year 2025 level. The KPI multiple increases progressively as performance improves, reaching 1.25 at 88%, 1.50 at 94%, 1.75 at 100%, and 2.0 at 105%, with performance between those levels scaled accordingly. *This KPI is double weighted, meaning that the achievement level against the EMEA revenue performance target is multiplied by two, and that resulting amount is then used in the calculation of the aggregate Multiple as described above. Percentage Growth in Direct Customer, which is based on growth in the number of direct customers relative to the fiscal year 2025 level. A KPI multiple of 1.0 is achieved upon a 30% increase in direct customers relative to the fiscal year 2025 level. The KPI multiple increases progressively as performance improves, reaching 1.5 at 40%, 2.0 at 50%, 3.0 at 75%, 4.0 at 100%, 5.0 at 125%, and 6.0 at 150%, with performance between those levels scaled accordingly. SMCI | 2026 Form 10-K | 148 Table of Contents *This KPI is double weighted, meaning that the achievement level against the direct customer growth target is multiplied by two, and that resulting amount is then used in the calculation of the aggregate Multiple as described above. For fiscal year 2026, Mr. Malyala was eligible to receive, based on the CEO s evaluation, a Compensation Adjustment Factor between 1.0 and 5.0, with each 1.00 point of rating counting as 1.00 towards the determination of the final aggregate Multiple. See Key Fiscal Year 2026 Executive Compensation Decisions and Actions above for additional discussion with respect to the Compensation Adjustment Factor. The scores arising from these KPI results, and the Compensation Adjustment Factor are then added together to determine the final aggregate Multiple that is applied to the Base Incentive Unit to determine the value of the Performance Incentive Award. Performance Cash earned is generally paid in the next payroll cycle following the Compensation Committee s certification and approval of the calculation of the Performance Incentive Award after the end of the fiscal year, or as soon as reasonably practical thereafter. RSUs granted in respect of earned Performance Incentive Awards are granted to the respective participating officer on a grant date within 10 days of the Compensation Committee s certification and approval of the results of the Performance Incentive Award (the Grant Date ), subject to the recipient remaining employed with, or otherwise continuing to provide services to, the Company through such Grant Date. The number of RSUs granted is determined by dividing the value of the portion of the Performance Incentive Award earned thereunder allocated to the RSUs portion by the sixty-trading day average closing stock price of our common stock as of (and including) the date immediately prior to the Grant Date (rounded to the nearest whole RSU). RSUs generally vest over a period of four years from the date of grant, subject to continued employment. Measurement of Fiscal Year 2026 Performance against the Performance Incentive Award. The following sets forth the determination of the Performance Incentive Award based upon fiscal year 2026 performance for Mr. Weigand: Performance MeasureAchievementWeighting FactorFinal Weighted Score Worldwide Revenue Performance80%(1) 1X 0.80 Worldwide Gross Margin190%(2) 1X 1.90 EPS212%(3) 2X 4.24 Inventory Reserve as Percentage of Revenue216%(4) 2X 4.32 Material Weakness Remediation0%(5) 1X 0.00 Compensation Adjustment Factor 5.00(6) 1X 5.00 Total Multiple 16.26 Base Incentive Unit $59,734 Final Earned Performance Incentive Award Value $971,275 Performance Cash Payout Value (20%) $194,255 RSUs Payout Value (80%) $777,020 Number of RSUs to be Granted 24,093 (1)In our consolidated financial statements, we recorded revenues of $22.0 billion and $39.1 billion for fiscal year 2025 and fiscal year 2026, respectively. (2)The worldwide gross margin decreased to 10.8% in fiscal year 2026, from 11.1% in fiscal year 2025. (3)The basic EPS increased to $3.65 in fiscal year 2026, from $1.77 in fiscal year 2025. Diluted EPS increased to $3.26 in fiscal year 2026, from $1.68 in fiscal year 2025. (4)In our consolidated financial statements, the inventory reserve as percentage of revenue decreased to 0.48% in fiscal year 2026 from 1.06% in fiscal year 2025. (5)The Company did not achieve full remediation of material weakness with clean internal controls opinion. (6)Based upon the CEO s evaluation. SMCI | 2026 Form 10-K | 149 Table of Contents The following sets forth the determination of the Performance Incentive Award based upon fiscal year 2026 performance for Mr. Xiao: Performance MeasureAchievementWeighting FactorFinal Weighted Score Worldwide Gross Margin190%(1) 1X1.90 Engineering Change Orders Decline/Growth Rate0%(2) 1X0.00 CPU based Revenue0%(3) 1X0.00 RMA Decline/Growth Rate0%(4) 1X0.00 Compensation Adjustment Factor 5.00(5) 1X 5.00 Total Multiple6.90 Base Incentive Unit$39,494 Final Earned Performance Incentive Award Value(6) $136,254 Performance Cash Payout Value (50%)$68,127 RSUs Payout Value (50%)$68,127 Number of RSUs to be Granted2,112 (1)The worldwide gross margin decreased to 10.8% in fiscal year 2026, from 11.1% in fiscal year 2025. (2)Engineering Change Orders increased by approximately 30% year-over-year in fiscal year 2026. (3)CPU based revenue in certain processor categories decreased compared with fiscal year 2025. (4)RMA did not decline adequately in fiscal year 2026. (5)Based upon the CEO s evaluation. (6)Mr. Xiao was appointed midway through fiscal year 2026 and was therefore eligible for 50% of the performance bonus, representing six months of service. The following sets forth the determination of the Performance Incentive Award based upon fiscal year 2026 performance for Mr. Malyala: Performance MeasureAchievementWeighting FactorFinal Weighted Score World Wide Revenue Growth 80%(1) 1X0.80 Customer Satisfaction 50%(2) 2X1.00 EMEA Connected Revenue Growth80%(3) 2X1.60 Percentage Growth in Direct Customer150%(4) 2X3.00 Compensation Adjustment Factor5.00(5) 1X5.00 Total Multiple11.40 Base Incentive Unit$45,604 Final Earned Performance Incentive Award Value$519,886 Performance Cash Payout Value (50%)$259,943 RSUs Payout Value (50%)$259,943 Number of RSUs to be Granted8,060 (1)In our consolidated financial statements, we recorded revenues of $22.0 billion and $39.1 billion for fiscal year 2025 and fiscal year 2026, respectively. (2)Customer satisfaction increased by approximately 50% year over year in fiscal year 2026, based on mid-year results and an estimate for the second half of fiscal year 2026. (3)EMEA connected revenue increased by approximately 65% year-over-year in fiscal year 2026. (4)The number of direct customers increased by approximately 50% year-over-year in fiscal year 2026. (5)Based upon the CEO s evaluation. Other Equity-Based Incentive Compensation Other NEOs are also eligible to receive other equity-based incentive compensation, along with other non-executive persons eligible for awards under the 2020 Plan. SMCI | 2026 Form 10-K | 150 Table of Contents For such Other NEOs participating in the FY2026 Performance Program, the Compensation Committee views stock options and other equity-based awards as an important component of the total compensation. We believe that equity-based awards align the interests of an NEO with those of our stockholders, provide NEOs a significant, long-term interest in the Company s success and help retain key NEOs in a competitive market for executive talent. The number of shares owned by, or subject to equity-based awards held by, each NEO is periodically reviewed and additional awards are considered based upon a generalized assessment of past performance, expected future performance and the relative holdings of executive officers. In addition to equity-based awards made in connection with events such as promotions, the Compensation Committee has historically granted refresh equity awards to employees (including executive officers) on a two-year cycle. Periodically, and generally based on the recommendation of the CEO, the Compensation Committee has made off-cycle special recognition equity awards of options and/or RSUs to NEOs. For fiscal year 2026, the Compensation Committee approved awards of service-based stock options and RSUs to NEOs as outlined in the table below (in addition to the Performance Incentive Award RSUs discussed in the preceding section). NameType of AwardQuantity (at Target) of AwardRationale for Providing the Award RSUs(1) 13,000Recognition grant Stock Options(2) 30,622Refresh grant RSUs(3) 13,780Refresh grant RSUs(4) 10,000Recognition grant RSUs(1) 8,000Recognition grant Vikranth MalyalaRSUs(1) 12,000Recognition grant RSUs(4) 15,000Recognition grant Stock Options(2) 12,440Refresh grant RSUs(1) 3,500Recognition grant RSUs(3) 5,598Refresh grant Grant dateNumber of securities underlying the awardExercise price of the award ($/Share)Grant date fair value of the awardPercentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information (a)(b)(c)(d)(e)(f) David Weigand5/8/202630,622$35.37$24.94(1) (2.2)%(2) 5/8/202612,440$35.37$24.94(1) (2.2)%(2) YearSalary ($)(1) Bonus ($)(2) Stock Awards ($)(3) Option Awards ($)(4) Non-Equity Incentive Plan Compensation ($)(5) Charles Liang20261 President, Chief Executive Officer and Chairman of the Board20251 20241 28,094,976 David Weigand2026580,976 126,853 1,418,679 763,602 294,695 Senior Vice President, Chief Financial Officer 2025557,958 180,979 1,166,317 55,637 2024540,505 191,245 3,456,617 5,254,101 110,060 Jin Xiao (Tom Xiao)2026481,631 19,747 275,040 109,452 Senior Corporate Vice President of Engineering2025438,115 45,447 969,057 1,136,098 2024424,287 57,374 405,072 Vikranth Malyala2026531,571 89,355 881,195 391,240 Senior Vice President, Chief Business Officer2025471,090 339,475 1,465,009 3,513,334 131,297 2024480,344 346,851 455,692 1,159,911 Don Clegg(6) 2026475,336 447,818 310,209 139,534 Former Senior Vice President, Worldwide Sales2025426,474 109,384 661,883 139,534 2024448,722 112,817 2,295,602 2,624,889 277,510 (1)Amounts disclosed under Salary for fiscal year 2026 include leave pay earned by the named executive officers. For Mr. Clegg, the amount disclosed under Salary for fiscal year 2026 reflects his base salary prorated for his period of service as an employee through his retirement on May 15, 2026, and also includes a consulting fee of $29,175 pursuant to the Independent Contractor Agreement, effective as of May 16, 2026, between the Company and Mr. Clegg. (2)Amounts disclosed under Bonus for fiscal year 2026 reflect fixed amount bonuses as further described above in the CD&A. (3)Amounts disclosed for fiscal year 2026 represent the grant date fair values of RSU awards granted during fiscal year 2026 calculated in accordance with ASC Topic 718. The fair values of the RSU portion of Messrs. Weigand, Xiao, and Malyala s Performance Incentive Awards for fiscal year 2026 is calculated using the 60 trading day average closing price of our common stock on the date of grant. The fair value of all other RSUs is based on the closing price of our common stock on the date of grant. (4)Amounts disclosed for fiscal year 2026 represent the grant date fair values of stock option awards granted during fiscal year 2026 calculated in accordance with ASC Topic 718, using the Black Scholes option pricing model. Assumptions used in the calculation of this amount are included in Part II, Item 8, Financial Statements and Supplementary Data", Note 12, Stock-based Compensation in the notes to the consolidated financial statements included in this Annual Report on Form 10-K. (5)Amounts disclosed for fiscal year 2026 represent payouts of the cash portion of Messrs. Weigand, Xiao, and Malyala s Performance Incentive Awards for fiscal 2026, as further described above in CD&A. (6)Mr. Clegg retired from his position as Senior Vice President, Worldwide Sales effective May 15, 2026 and is currently providing services to the Company as a consultant. Accordingly, the amounts reported for Mr. Clegg for fiscal year 2026 reflect his compensation for service as an employee through May 15, 2026 and as a consultant for the remainder of the fiscal year. SMCI | 2026 Form 10-K | 155 Table of Contents Fiscal Year 2026 Grants of Plan-Based Awards The following table provides information concerning all plan-based awards granted during fiscal year 2026 to each of our NEOs, which grants were made under the 2020 Plan. FISCAL YEAR 2026 GRANTS OF PLAN-BASED AWARDS TABLE Estimated Possible Payouts Under Equity Incentive Plan Awards All Other Stock Awards: Number of Shares of Stock or Units (#)All Other Option Awards: Number of Securities Underlying Options (#)Exercise or Base Price of Option Awards ($/Sh)Grant Date Fair Value of Stock and Option Awards ($)(2) Grant DateThreshold ($)Maximum ($)Threshold (#)Target (#)Maximum (#)8/27/202683,747 (1) 268,804 10,387 17,781 33,340 10,000 277,800 30,622 35.37 763,602 13,780 487,399 13,000 446,940 4,656 206,540 8/27/202649,368(1) 133,2941,5312,7554,133 8,000 275,040 8/27/202675,018(1) 615,6512,3268,48419,090 15,000 416,700 12,000 374,400 2,031 90,095 5/8/2026 12,44035.37 310,209 5,598 198,001 3,500 120,330 2,919 129,487 Stock Awards NameNumber of Securities Underlying Unexercised Options (#) Exercisable(1) Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)Option Exercise Price ($)Option Expiration DateNumber of Shares or Units of Stock That Have Not Vested (#)Market Value of Shares or Units of Stock That Have Not Vested ($)(2) Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) Charles Liang1,300,000 2.70 8/2/2027 10,000,000 4.50 3/2/2031 4,000,000 1,000,000 (3) 45.00 11/14/2033 David Weigand10,000 3.03 8/4/2030 25,000 5.30 5/5/2032 59,380 5.30 5/5/2032 131,250 25.44 8/11/2033 31,270 (4) 78.27 5/3/2034 (5) 35.37 5/8/2036 9,380 (6) 275,115 10,220 (7) 299,753 2,160 (7) 63,353 11,890 (8) 348,734 8,973 (9) 263,178 4,656 (10) 136,560 6,500 (11) 190,645 13,780 (12) 404,167 5,000 (13) 146,650 Jin Xiao (Tom Xiao)73,500 3.85 4/27/2031 58,200 2.24 4/30/2029 52,500 (14) 9.33 4/25/2033 9,107 (16) 45.32 6/20/2035 7,880 (17) 231,120 12,294(18) 360,583 4,000(11) 117,320 Vikranth Malyala83,900 3.85 4/27/2031 100,000 3.95 1/25/2032 12,650 2.70 8/2/2027 58,200 2.24 4/30/2029 56,250 (14) 9.33 4/25/2033 55,000 33.76 8/1/2033 75,000 (15) 27.80 1/29/2035 10,118 (16) 45.32 6/20/2035 4,600 (6) 134,918 8,450 (17) 247,839 2,440 (7) 71,565 SMCI | 2026 Form 10-K | 157 Table of Contents 4,239 (9) 124,330 13,661 (18) 400,677 2,031 (10) 59,569 6,000 (11) 175,980 7,500 (13) 219,975 Don Clegg(19) 15,000 3.03 8/4/2030 36,300 5.30 5/5/2032 27,100 (4) 78.27 5/3/2034 (5) 35.37 5/8/2036 7,960 (6) 233,467 1,600 (7) 46,928 1,320 (7) 38,716 10,300 (8) 302,099 5,657 (9) 165,920 2,919 (10) 85,614 1,750 (11) 51,328 5,598 (12) 164,189 Stock Awards NameNumber of Shares Acquired on Exercise (#)Value Realized on Exercise ($)(1) Number of Shares Acquired on Vesting (#)Value Realized on Vesting ($)(2) Charles Liang David Weigand50,000 1,870,580 59,711 2,504,471 Jin Xiao (Tom Xiao)9,000 280,824 19,398 720,294 Vikranth Malyala 39,735 1,483,218 Don Clegg 28,285 1,242,624 (1)The value disclosed in this column is based on the difference between the price of our common stock at the time of exercise and the exercise price. (2)The values disclosed in this column are based on the closing price of our common stock on the date of vesting, multiplied by the number of shares vested. SMCI | 2026 Form 10-K | 159 Table of Contents Fiscal Year 2026 Potential Payments Upon Termination or Change of Control Other than as set forth below or described elsewhere in this Item 11, Executive Compensation, we do not currently, and did not during fiscal year 2026 have, any arrangements with any of our NEOs that provide for any additional or enhanced severance or other compensation or benefits in the event of termination or change of control of our Company. The 2020 Plan does not provide for automatic acceleration of vesting upon a termination of service or upon a change in control. Awards granted under the 2020 Plan, in the discretion of the Compensation Committee, may provide for continued or accelerated vesting in the event of the participant s retirement, disability or termination of service or in the event of a change in control. Other than with respect to each of the 2021 CEO Performance Award and 2023 CEO Performance Award, our stock option agreements generally provide vested options that may be exercised for three months after termination of service, one year after termination of service for disability, and one year after death. Each of the 2021 CEO Performance Award and 2023 CEO Performance Award has certain provisions related to the treatment of such award in the event of a change of control of our Company. The 2021 CEO Performance Award became fully vested prior to the beginning of fiscal year 2025, and accordingly, the change of control provisions of such award are no longer applicable. With respect to the 2023 CEO Performance Award, as of June 30, 2026, the first four tranches representing options for 4,000,000 shares were vested. The change of control provisions of the 2023 CEO Performance Award apply only to the remaining unvested fifth tranche of 1,000,000 shares, for which the $21.0 billion revenue goal has been certified but the $110.00 stock price goal had not been achieved as of June 30, 2026. Under the terms of the 2023 CEO Performance Award, in the event of a change of control, the revenue milestones are disregarded and only the stock price milestones are required to be met for vesting, with the stock price measured based on the greater of the most recent closing price immediately prior to the effective time of such change of control or the per share price received by stockholders in the transaction; any tranche that does not vest as a result of the change of control is automatically forfeited at the effective time of such change of control. Based on the exercise price of $45.00 and closing price of our common stock of $29.33 on June 30, 2026, the vested options for 4,000,000 shares had no intrinsic value as of June 30, 2026. See Compensation Discussion and Analysis Discussion and Analysis of 2023 CEO Performance Award above for additional information regarding the terms of the 2023 CEO Performance Award. Our RSU agreements generally do not provide for any acceleration of vesting upon a termination of service or upon a change in control. Upon termination of a grantee s service for any reason, with or without cause, any RSUs that have not vested as of the date of such termination are automatically forfeited. In the event of a change in control, the extent outstanding RSUs are neither assumed or continued by the acquiror nor settled as of the time of the change in control, such RSUs terminate and cease to be outstanding effective as of the consummation of the change in control. In connection with Mr. Clegg s retirement from his position as Senior Vice President of Worldwide Sales effective May 15, 2026, the Company entered into the Clegg Consulting Agreement, pursuant to which Mr. Clegg provides consulting services to the Company through November 15, 2026, unless otherwise renewed. Under the terms of award agreements governing Mr. Clegg s outstanding RSUs and stock options, Service is defined as service to the Company or its subsidiary, whether as an employee, a director or a consultant or similar individual who provides services equivalent to those typically performed by an employee (provided that such person satisfies the Form S-8 definition of employee ), and a change in the capacity in which a grantee renders Service does not constitute a termination of Service, provided that there is no interruption or termination of such Service. Accordingly, the Company has determined that Mr. Clegg s transition from employee to consultant under the Clegg Consulting Agreement constitutes continued Service to the Company, and Mr. Clegg s outstanding equity awards, including his unvested RSUs and stock options, will continue to vest in accordance with their original vesting schedules during the consulting period. Fiscal Year 2026 CEO Pay Ratio For purpose of this fiscal year 2026, pay ratio disclosure, the annual total compensation of Mr. Liang, our Chief Executive Officer ( 2026 CEO Compensation ), was $19,255, and the median of the annual total compensation of all of our employees and those of our consolidated subsidiaries other than Mr. Liang ( 2026 Median Annual Compensation ) was $162,929, resulting in a pay ratio of approximately 0.12 to 1. Mr. Liang s total compensation for purposes of this disclosure differs from the total annual compensation reflected in the Summary Compensation Table because we included the value of our contribution to certain non-discriminatory group health and welfare benefits, which are not required to be disclosed in the Summary Compensation Table, but which we include here to give a more complete picture of our median employee s total rewards compensation. SMCI | 2026 Form 10-K | 160 Table of Contents In fiscal year 2026, we do not believe there were significant changes in our employee population or employee compensation arrangements that would significantly impact our pay ratio disclosure. Therefore, as allowed by the applicable SEC rules, we used our fiscal year 2024 median employee for purposes of the pay ratio disclosure noted above. To calculate the pay ratio, we then determined the annual total compensation for fiscal year 2026 for both the median employee and Mr. Liang using the same methodology used to determine our NEOs annual total compensation as set forth in the Summary Compensation Table, except that we also included the value of our contribution to certain non-discriminatory group health and welfare benefits as described above. Compensation Program Risk Assessment We assessed our compensation programs and have concluded that risks arising from our compensation policies and practices are not reasonably likely to have a material adverse effect on us. We concluded that our compensation policies and practices do not encourage excessive or inappropriate risk-taking. We believe our programs are appropriately designed to encourage our employees to make decisions that result in positive short-term and long-term results for our business and our stockholders. DIRECTOR COMPENSATION 2026 Director Compensation Under our director compensation policy, we reimburse non-employee directors for reasonable expenses in connection with attendance at Board and committee meetings. Each of Charles Liang and Sara Liu, as employees who also serve as directors, do not receive any additional compensation from us specifically for their service as directors. Yih-Shyan (Wally) Liaw, who served as an employee director during fiscal year 2026, also did not receive any additional compensation for his service as a director. Mr. Liaw resigned from the Board effective March 20, 2026. Pursuant to the Board s director compensation policy, non-employee directors receive an annual retainer of $60,000 for their service during the fiscal year. In addition, the chairperson of the Audit Committee receives an additional annual retainer of $30,000, the chairperson of the Compensation Committee receives an additional annual retainer of $20,000, and the chairperson of the Nominating and Corporate Governance Committee receives an additional annual retainer of $15,000. Each non-chairperson member of the Audit Committee receives an additional annual retainer of $15,000, each non-chairperson member of the Compensation Committee receives an additional annual retainer of $10,000 and each non-chairperson member of the Nominating and Corporate Governance Committee receives an additional annual retainer of $7,500. All of the foregoing retainers are payable quarterly in cash. In addition, for fiscal year 2026, non-employee directors were entitled to a fee of $2,000 per meeting for each meeting attended in excess of the regular meetings of the Board, up to 10 additional meetings beyond such regular meetings (the Excess Meeting Fee ), subject to proper notice, the presence of a quorum, and the meeting being recorded ( Excess Meetings ). For purposes of calculating Excess Meeting Fee payouts, non-employee directors receive credit for only one Excess Meeting per day. Excess Meeting Fees earned during a fiscal year are typically paid in the following fiscal year. In addition, non-employee directors receive an annual equity grant with a value equal to $255,000 (the Award Value ), with the number of equity awards granted based on the sixty-trading day average stock price immediately prior to the date of grant (the Grant Date Stock Price ). Annual equity grants for a fiscal year of service are typically made following the Company s announcement of fourth quarter financial results for such financial year. Prior to the grant date of such award, non-employee directors may elect during an open trading window period (the Election ) to receive such equity awards in the form of RSUs (the RSU Election Percentage ) or stock options (the Option Election Percentage ). Directors may choose to receive the Award Value as 100% RSUs, 50% RSUs and 50% options, or 100% options. In the event of an RSU election, the number of RSUs to be granted is determined by multiplying the Award Value by the RSU Election Percentage and dividing by the Grant Date Stock Price (rounded down), and such RSUs vest on the last day of the fiscal year for which service was provided. SMCI | 2026 Form 10-K | 161 Table of Contents In the event of an option election, the number of stock options to be granted is determined by multiplying the Award Value by the Option Election Percentage and dividing by the Black-Scholes value of the award calculated based on the closing stock price on the day of grant (rounded down). The exercise price of such stock options is the closing stock price on the day of grant, the stock options vest on the last day of the fiscal year for which service was provided, and the term of the stock options is five years from the date of grant. In either case, if a director s service ends prior to the applicable vesting date, a pro rata number of such RSUs or stock options, as applicable, vest based upon the length of service from the first day on which service commenced in such fiscal year until the last day of service by such director in such fiscal year. In addition, in the event of early termination of service, vested stock options remain exercisable at any time prior to the expiration of one year after the date of termination of service (but in no event later than the expiration date of such stock options). Non-employee directors who have not made any Election are deemed to have elected an RSU Election Percentage of 100%. Newly appointed non-employee directors receive their initial equity award in the form of RSUs based upon an RSU Election Percentage of 100%. Once a non-employee director has made an Election, such Election applies to all future equity grants unless such director notifies the Company during an open trading window period of a different Election. In addition, following the appointment of a lead independent director in December 2023, the Board also adopted a compensation policy for lead independent director service. Under such policy, for their service as lead independent director, such director receives an annual retainer of $55,000 (the Annual Retainer ) for their one-year term of office. Such director may elect to receive such amount (i) in the form of cash, payable in quarterly installments and prorated for any partial period, (ii) 100% RSUs, (iii) 50% RSUs and 50% options, or (iv) 100% options (each of (ii), (iii) and (iv), an Equity Election ). In the event the lead independent director makes an Equity Election, the equity award mechanics described above for non-employee director equity grants apply, except that (a) the Annual Retainer is used in lieu of the Award Value, (b) the grant date (the LID Grant Date ) is the first date on which the Company s trading window is open following the lead independent director s notification of his or her desire to make an Equity Election, or as soon as reasonably practicable thereafter during an open trading window, (c) the sixty-trading day average stock price immediately prior to the LID Grant Date (the LID Grant Date Stock Price ) is used in lieu of the Grant Date Stock Price for purposes of determining the number of RSUs, and (d) the vesting date and pro rata vesting provisions are based on the last day of the one-year term of such lead independent director and the length of service as lead independent director, respectively, rather than the last day of the fiscal year. In January 2026, Mr. Scott Angel was appointed as lead independent director for a one-year term, which will expire in January 2027. The following table shows for fiscal year 2026 certain information with respect to the compensation of all our non-employee directors who served in such capacities during fiscal year 2026: FISCAL YEAR 2026 DIRECTOR COMPENSATION NameFees Earned or Paid in Cash ($)(1) Stock Awards ($)(2) Option Awards ($)(3) All Other Compensation ($)Total ($) Judy Lin91,000 240,082 331,082 Robert Blair118,500 240,082 358,582 Sherman Tuan109,500 254,923 364,423 Tally Liu304,000 120,019 127,461 551,480 Susan Mogensen (Susie Giordano)100,000 240,082 340,082 Scott Angel277,000 298,906 575,906 (1)This column consists of the cash portions of annual director fees, lead independent director fees, non-employee committee chairman fees, other committee member fees and excess meeting fees, in each case earned for fiscal year 2026. (2)The dollar amounts in this column represent the aggregate grant date fair values of the RSU awards granted during fiscal year 2026 calculated in accordance with ASC Topic 718. Assumptions used in the calculation of the grant date fair value amounts are included in Part II, Item 8, Note 12, Stock-based Compensation to our consolidated financial statements included in the Annual Report. The annual equity grant of RSUs made in connection with director service to each of Ms. Lin, Mr. Blair, Ms. Mogensen, Mr. Angel, and Mr. Liu (excluding Mr. Angel s grant in connection with his lead independent director service) had a grant date fair value of $44.60 per share and an aggregate grant date fair value equal to the amount reflected in the column except in the case of Mr. Angel, who received an additional award in connection with his lead independent director service. The grant of RSUs to Mr. Angel made in connection with his lead independent director service had a grant date fair value of $34.38 per share and an aggregate grant date fair value of $58,824. Mr. Liu elected to receive 50% of his Award Value in RSUs and 50% in stock options. SMCI | 2026 Form 10-K | 162 Table of Contents (3)The dollar amounts in this column represent the aggregate grant date fair values of the option awards granted during fiscal year 2026 in respect of non-employee director service during fiscal year 2025, calculated in accordance with ASC Topic 718. Assumptions used in the calculation of the grant date fair value amounts are included in Part II, Item 8, Note 12, Stock-based Compensation to our consolidated financial statements included in the Annual Report. The grant of options made in connection with director service to each of Mr. Tuan and Mr. Liu had a grant date fair value of $28.17 per share and an aggregate grant date fair value equal to the amount reflected in the column. Mr. Tuan elected to receive 100% of his Award Value in stock options. The table below sets forth the aggregate number of shares underlying stock and option awards held by our non-employee directors as of June 30, 2026. NameStock Awards(1) Option Awards Judy Lin 16,550 Robert Blair 14,360 Sherman Tuan 9,048 Tally Liu 23,134 Susan Mogensen (Susie Giordano) Scott Angel1,711 (1)On August 8, 2025, we granted RSU awards under the 2020 Plan to Ms. Lin, Mr. Blair, Mr. Liu, Ms. Mogensen and Mr. Angel in respect of their non-employee director service during fiscal year 2025. These RSUs had a vesting commencement date of June 30, 2025 and vested in full on June 30, 2026, and accordingly no shares underlying such awards remained outstanding as of June 30, 2026. The amount in this column for Mr. Angel represents RSUs granted on February 6, 2026 in connection with his service as lead independent director, which RSUs vest on January 30, 2027. Compensation Committee Interlocks and Insider Participation None of the members of the Compensation Committee as of the date of this Annual Report is a current or former officer or employee of our Company or has had any relationship with our Company requiring disclosure under Item 404 of Regulation S-K. In addition, during fiscal year 2026, none of our executive officers served as a member of the Board, or as a member of the compensation or similar committee, of any other entity that has one or more executive officers who served on our Board or Compensation Committee. Mr. Sherman Tuan, Mr. Tally Liu, and Ms. Susan Mogensen (Susie Giordano) served on the Compensation Committee during all of fiscal year 2026. SMCI | 2026 Form 10-K | 163 Table of Contents Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Security Ownership of Certain Beneficial Owners and Management The following table sets forth certain information known to us regarding beneficial ownership of our common stock as of July 31, 2026, by: Each of the NEOs during fiscal year 2026; Each of our directors and nominees; All directors and executive officers as a group; and All persons known to us who beneficially own 5% or more of our outstanding common stock. Name and Address of Beneficial Owner(1) Amount and Nature of Beneficial Ownership(2) Percent of Common Stock Outstanding(3) NEOs and Directors: 81,772,121 12.2 % David Weigand(5) 399,602 * Don Clegg(6) 135,360 * Vikranth Malyala(7) 525,911 * Jin (Tom) Xiao(8) 397,103 * Sherman Tuan(9) 216,204 * Tally Liu(10) 311,872 * Scott Angel 7,055 * Judy Lin(11) 76,873 * Robert Blair(12) 21,323 * Susan Mogensen (Susie Giordano) 8,663 * All directors and executive officers as a group(13) 83,890,965 12.5 % 5% Holders Not Listed Above: Jane Street Group(14) 56,635,790 8.6 % BlackRock, Inc. (15) 41,338,350 6.3 % Capital Ventures International(16) 40,330,986 6.1 % Vanguard Capital Management(17) 37,930,655 5.8 % Vanguard Portfolio Management(18) 32,934,329 5.0 % Total executive officers, directors & 5% or more stockholders44.3 % *Represents beneficial ownership of less than one percent of the outstanding shares of common stock (1)Except as otherwise indicated, to our knowledge the persons named in this table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws applicable and to the information contained in the footnotes to this table. Except as otherwise provided, the address of each stockholder listed in the table is 980 Rock Avenue, San Jose, CA 95131. (2)Under the SEC rules, a person is deemed to be the beneficial owner of shares that can be acquired by such person within 60 days upon the exercise of options or vesting of RSUs. (3)Calculated on the basis of 656,965,384 shares of common stock outstanding as of July 31, 2026, provided that any additional shares of common stock that a stockholder has the right to acquire within 60 days after July 31, 2026 are deemed to be outstanding for the purposes of calculating that stockholder s percentage of beneficial ownership. (4)Includes the aggregate number of shares held by both Charles Liang and Sara Liu, including 40,426,120 shares held by Charles, 634,384 shares held by Sara, and 25,332,520 shares held jointly. Charles' and Sara's shares include 15,300,000 and 72,313, respectively, options exercisable and Sara's 6,784 RSU shares issuable upon vesting within 60 days after July 31, 2026. (5)Includes 260,810 options exercisable and 7,980 RSU shares issuable upon vesting within 60 days after July 31, 2026. (6)Includes 81,790 options exercisable and 3,030 RSU share issuable upon vesting within 60 days after July 31, 2026. (7)Includes 473,327 options exercisable and 9,248 RSU share issuable upon vesting within 60 days after July 31, 2026. (8)Includes 199,953 options exercisable and 6,994 RSU shares issuable upon vesting within 60 days after July 31, 2026. (9)Includes 9,048 options exercisable within 60 days after July 31, 2026. (10)Includes 23,134 options exercisable within 60 days after July 31, 2026. (11)Includes 16,550 options exercisable within 60 days after July 31, 2026. (12)Includes 14,360 options exercisable within 60 days after July 31, 2026. (13)Includes 16,499,391 shares issuable upon the exercise of options exercisable within 60 days after July 31, 2026. SMCI | 2026 Form 10-K | 164 Table of Contents (14)The information is based solely on Amendment No. 1 to Schedule 13G filed on June 18, 2026 by Jane Street Group, LLC, Jane Street Capital, LLC, Jane Street Global Trading, LLC, and Jane Street Singapore Pte. Ltd. Jane Street Group, LLC may be deemed to be the beneficial owner of 56,635,790 shares of common stock, which includes 18,182,400 shares acquirable upon conversion of Depositary Shares, each representing a 1/20th interest in a share of our 7.00% Series A Mandatory Convertible Preferred Stock (the "Mandatory Convertible Preferred Stock"), held by Jane Street Global Trading, LLC. Jane Street Group, LLC has shared voting and dispositive power over the 56,635,790 shares. Jane Street Capital, LLC has sole voting and dispositive power over 15,728,196 shares. Jane Street Global Trading, LLC has shared voting and dispositive power over 40,895,776 shares. Jane Street Singapore Pte. Ltd. has shared voting and dispositive power over 11,818 shares. The address of Jane Street Group, LLC, Jane Street Capital, LLC, Jane Street Global Trading, LLC is 250 Vesey Street 3rd Floor, New York, NY 10281. The address of Jane Street Singapore Pte. Limited is 2 Central Boulevard, #43-01, IOI Central Boulevard Towers (West Tower), 018916, Singapore. (15)The information is based solely on the Amendment No. 4 to Schedule 13G filed on October 25, 2024. BlackRock, Inc. has sole voting power over 38,386,020 shares of common stock and sole dispositive power over 41,338,350 shares of common stock. The address of the reporting person is 50 Hudson Yards, New York, New York 10001. (16)The information is based solely on the Schedule 13G filed on June 18, 2026 by Capital Ventures International, Susquehanna Advisors Group, Inc., G1 Execution Services, LLC, SIG Brokerage, LP, Susquehanna Fundamental Investments, LLC, Susquehanna Investment Group, and Susquehanna Securities, LLC, which are affiliated entities. G1 Execution Services, LLC, SIG Brokerage, LP, Susquehanna Investment Group, and Susquehanna Securities, LLC are registered broker-dealers. Capital Ventures International may be deemed to be the beneficial owner of 40,330,986 shares of common stock issuable upon conversion of our Mandatory Convertible Preferred Stock represented by Depositary Shares, each representing a 1/20th interest in a share of Preferred Stock. Capital Ventures International has sole voting power over 8,502,090 shares, shared voting power over 40,330,986 shares, sole dispositive power over 8,502,090 shares, and shared dispositive power over 40,330,986 shares. Susquehanna Advisors Group, Inc. has shared voting power over 40,330,986 shares, and shared dispositive power over 40,330,986 shares. G1 Execution Services, LLC has sole voting power over 93,616 shares, shared voting power over 40,330,986 shares, sole dispositive power over 93,616 shares, and shared dispositive power over 40,330,986 shares. SIG Brokerage, LP has sole voting power over 47,195 shares, shared voting power over 40,330,986 shares, sole dispositive power over 47,195 shares, and shared dispositive power over 40,330,986 shares. Susquehanna Fundamental Investment, LLC has sole voting power over 364,780 shares, shared voting power over 40,330,986 shares, sole dispositive power over 364,780 shares and shared dispositive power over 40,330,986 shares. Susquehanna Investment Group has sole voting power over 2,480,500 shares, shared voting power over 40,330,986 shares, sole dispositive power over 2,480,500 shares and shared dispositive power over 40,330,986 shares. Susquehanna Securities, LLC has sole voting power over 28,842,805 shares, shared voting power over 40,330,986 shares, sole dispositive power over 28,842,805 shares, and shared dispositive power over 40,330,986 shares. The address of Capital Ventures International is P.O. Box 897, Windward 1, Regatta Office Park, West Bay Road, Grand Cayman, KY1-1103, Cayman Islands. The address of G1 Execution Services, LLC is 175 W. Jackson Blvd., Suite 1700, Chicago, IL 60604. The address of each of SIG Brokerage, LP, Susquehanna Advisors Group, Inc., Susquehanna Fundamental Investments, LLC, Susquehanna Investment Group and Susquehanna Securities, LLC is 401 E. City Avenue, Suite 220, Bala Cynwyd, PA 19004. (17)The information is based solely on the Schedule 13G filed on April 30, 2026. Vanguard Capital Management has sole voting power over 5,035,660 shares of common stock and sole dispositive power over 37,930,655 shares of common stock. The address of the reporting person is 100 Vanguard Blvd., Malvern, Pennsylvania 19355. (18)The information is based solely on the Schedule 13G filed on July 31, 2026. Vanguard Portfolio Management has sole voting power over 69,684 shares of common stock and sole dispositive power over 32,934,329 shares of common stock. The address of the reporting person is 100 Vanguard Blvd., Malvern, Pennsylvania. Equity Compensation Plan Information We currently maintain two compensation plans that provide for the issuance of our common stock to officers and other employees, directors and consultants. These plans consist of the 2016 Equity Incentive Plan and the 2020 Plan. All of these plans have been approved by our stockholders. We no longer grant any equity-based awards under the 2016 Equity Incentive Plan. The following table sets forth information regarding outstanding options and RSUs and shares reserved and remaining available for future issuance under the foregoing plans as of June 30, 2026: Plan CategoryNumber of securities to be issued upon exercise of outstanding options, warrants and rights (a)(1)Weighted average exercise price of outstanding options, warrants and rights (b)(2)Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)(c) Equity compensation plans approved by security holders52,914,391 $25.67 20,308,409 Equity compensation plans not approved by security holders Total73,222,800 20,308,409 (1)This number includes 34,704,277 shares subject to outstanding options and 18,210,114 shares subject to outstanding RSU awards. (2)The weighted average exercise price is calculated based solely on the exercise prices of the outstanding options and does not reflect the shares that will be issued upon the vesting of outstanding awards of RSUs which have no exercise price. SMCI | 2026 Form 10-K | 165 Table of Contents Item 13. Certain Relationships and Related Transactions and Director Independence Procedures for Approval of Related Person Transactions Pursuant to our Audit Committee charter, the Audit Committee has the responsibility for the review and approval of any related person transactions. However, if the matter or transaction involves employment or compensation terms for services to our company, including retention or payment provisions relating to expert services, then it is presented to the Compensation Committee. In approving or rejecting a proposed transaction, or a relationship that encompasses many similar transactions, our Audit Committee will consider the relevant facts and circumstances available and deemed relevant, including but not limited to the risks, costs and benefits to us, the terms of the transaction, the availability of other sources for comparable services or products, and, if applicable, the impact on a director s independence. Our Audit Committee approves only those transactions that, in light of known circumstances are not inconsistent with our best interests, as the Audit Committee determines in the good faith exercise of its discretion. In addition, we annually require each of our directors and executive officers to complete a directors and officers questionnaire that elicits information about related party transactions as such term is defined by SEC rules and regulations. These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer. Transactions with Related Parties, Promoters and Certain Control Persons Director and Officer Indemnification We have entered into agreements to indemnify our directors and executive officers to the fullest extent permitted under Delaware law. In addition, our certificate of incorporation contains provisions limiting the liability of our directors and our bylaws contain provisions requiring us to indemnify our officers and directors. Equity-Based Awards Please see the Grants of Plan-Based Awards table and the Director Compensation table above for information on stock option and restricted stock unit grants to our directors and named executive officers in fiscal year 2026. Employment Relationships As of June 30, 2026, Hung-Fan (Albert) Liu, who is a brother of Sara Liu, our Co-Founder and Senior Vice President and a director, is employed in our operations organization in San Jose, California. Mr. Liu received total compensation of $2,502,417 in fiscal year 2026. The total compensation includes equity gain of $2,113,440 (principally from the exercise of stock options and RSU release), in addition to salary and bonus. As of June 30, 2026, Shao Fen (Carly) Kao, who is a sister-in-law of Sara Liu, our Co-Founder and Senior Vice President and a director, is employed in our information systems organization in San Jose, California. Ms. Kao received total compensation of $572,484 in fiscal year 2026. The total compensation includes equity gain of $330,796 (principally from the RSU release), in addition to salary and bonus. As of June 30, 2026, Mien-Hsia (Michelle) Hung, who is a sister-in-law of Sara Liu, our Co-Founder and Senior Vice President and a director, is employed in our marketing organization in Taiwan. Ms. Hung received total compensation of $208,168 in fiscal year 2026. The total compensation includes equity gain of $101,476 (principally from RSU release), in addition to salary and bonus. As of June 30, 2026, Sara Liu, who is Charles Liang s spouse and is related to Mr. Liu, Ms. Kao and Ms. Hung as outlined above, is a Co-Founder, Senior Vice President, and director employed by us, and received total compensation of $1,365,768 in fiscal year 2026. The total compensation includes equity gain of $944,061 (principally from RSU release), in addition to salary and bonus. As of June 30, 2026, Bill Liang, who is the son of Sara Liu and Charles Liang and nephew of Bill Liang, who serves as the Chief Executive Officer of Compuware, is employed in our systems engineering organization in San Jose, California. Mr. Liang received total compensation of $283,587 in fiscal year 2026. The total compensation includes equity gain of $153,432 (principally from the RSU release), in addition to salary and bonus. SMCI | 2026 Form 10-K | 166 Table of Contents Transactions with Ablecom and Compuware We have entered into a series of agreements with Ablecom, a Taiwan corporation, and one of its affiliates, Compuware. Ablecom s ownership of Compuware is below 50% but Compuware remains a related party as Ablecom still has significant influence over the operations. Ablecom s Chief Executive Officer, Steve Liang, is the brother of Charles Liang, our President, Chief Executive Officer and Chairman of the Board. Steve Liang and his family members owned approximately 35.5% of Ablecom s stock. Charles Liang and his spouse, Sara Liu, an officer and director of our company, collectively owned approximately 10.5% of Ablecom s capital stock as of June 30, 2026. Bill Liang, a brother of both Charles Liang and Steve Liang, is a member of the board of directors of Ablecom. Bill Liang and his family members owned approximately 16.0% of Compuware s stock. Ablecom owned approximately 15.0% of Compuware s stock. Bill Liang serves as the Chief Executive Officer and Chairman of the board of directors of Compuware, and Steve Liang is also a member of Compuware s board of directors. Neither Charles Liang nor Sara Liu own any capital stock of Compuware, and we do not own any of Ablecom or Compuware s capital stock. We have entered into a series of agreements with Ablecom, including multiple product development, production and service agreements, credit agreements, product manufacturing agreements, manufacturing services agreements and lease agreements for warehouse space. Under these agreements, we outsource a portion of our design activities and a significant part of our server chassis manufacturing of components such as server chassis to Ablecom. Ablecom agrees to design products according to our specifications. Additionally, Ablecom agrees to build the tools needed to manufacture the products. We have agreed to pay for the cost of chassis and related product tooling and engineering services and will pay for those items when the work has been completed. We have appointed Compuware as a non-exclusive authorized distributor of our products in Taiwan, China, Australia, Malaysia, and U.S. We believe that the pricing and terms under the distribution agreement are similar to the pricing and terms of distribution arrangements we have with similar third-party distributors. We have also entered into a series of agreements with Compuware, including multiple product development, production and service agreements, product manufacturing agreements, and lease agreements for office space. We have credit agreements with Compuware that outline the terms and conditions governing their business dealings. Under these agreements, we outsource to Compuware a portion of our design activities and a significant part of our manufacturing of components, particularly power supplies. With respect to design activities, Compuware generally agrees to design certain agreed-upon products according to our specifications, and further agrees to build the tools needed to manufacture the products. We pay Compuware for the design and engineering services, and further agree to pay Compuware for the tooling. We retain full ownership of any intellectual property resulting from the design of these products and tooling. With respect to the manufacturing aspects of the relationship, Compuware purchases most of the materials needed to manufacture the power supplies from outside markets and uses these materials to manufacture the products and then sell to us. We review and frequently negotiate with Compuware the prices of the power supplies that we purchase from Compuware. Compuware also manufactures motherboards, backplanes and other components used on our printed circuit boards. We sell to Compuware most of the components needed to manufacture the above products. Compuware uses these components to manufacture and then sells back the products to us at a purchase price equal to the price at which we sold the components to Compuware, plus a manufacturing value added fee and other miscellaneous material charges and costs. We frequently review and negotiate with Compuware the amount of the manufacturing value added fee that will be included in the price of the products we purchase from Compuware. Ablecom s sales to us comprise a majority of Ablecom s net sales. For the fiscal years ended June 30, 2026, 2025, and 2024, we purchased products from Ablecom totaling $390.5 million, $321.9 million, and $269.3 million, respectively. Amounts owed to Ablecom by us as of June 30, 2026 and 2025 were $64.3 million and $55.5 million, respectively. For the fiscal years ended June 30, 2026, 2025, and 2024, we paid Ablecom $18.1 million, $23.7 million, and $16.5 million, respectively, for design services, tooling assets and miscellaneous costs. SMCI | 2026 Form 10-K | 167 Table of Contents Compuware s sales of our products to others comprise a majority of Compuware s net sales. For the fiscal years ended June 30, 2026, 2025, and 2024, we sold products to Compuware totaling $20.0 million, $30.2 million, and $46.6 million, respectively. Amounts owed to us by Compuware as of June 30, 2026 and 2025 were $0.6 million and $13.0 million, respectively. The price at which Compuware purchases the products from us is at a discount from our standard price for purchasers who purchase specified volumes from us. In exchange for this discount, Compuware assumes the responsibility of installing our products at the site of the end customer and administers first-level customer support. For the fiscal years ended June 30, 2026, 2025, and 2024, we purchased products from Compuware totaling $335.2 million, $328.3 million, and $280.8 million, respectively. Amounts we owed to Compuware as of June 30, 2026 and 2025 were $52.7 million and $74.3 million, respectively. For the fiscal years ended June 30, 2026, 2025, and 2024, we paid Compuware $3.8 million, $3.9 million, and $1.5 million, respectively, for design services, tooling assets and miscellaneous costs. Our exposure to financial loss as a result of our involvement with Ablecom is limited to potential losses on our purchase orders in the event of an unforeseen decline in the market price and/or demand for our products such that we incur a loss on the sale or cannot sell the products. Our outstanding non-cancelable purchase orders to Ablecom were $59.8 million and $30.6 million at June 30, 2026 and 2025, respectively, representing the maximum exposure to financial loss. We do not directly or indirectly guarantee any obligations of Ablecom, or any losses that the equity holders of Ablecom may suffer. Our exposure to financial loss as a result of our involvement with Compuware is limited to potential losses on our purchase orders in the event of an unforeseen decline in the market price and/or demand for our products such that we incur a loss on the sale or cannot sell the products. Our outstanding non-cancelable purchase orders to Compuware were $182.2 million and $118.3 million at June 30, 2026 and 2025, respectively, representing the maximum exposure to financial loss. We do not directly or indirectly guarantee any obligations of Compuware, or any losses that the equity holders of Compuware may suffer. Super Micro Asia Science and Technology Park, Inc. We and Ablecom jointly established Super Micro Asia Science and Technology Park, Inc. (the Management Company ) in Taiwan to manage the common areas shared by us and Ablecom for its separately constructed manufacturing facilities. In fiscal year 2012, each party contributed $0.2 million for a 50% ownership interest of the Management Company. Certain affiliates of Ablecom serve as directors of the Management Company. Other transactions For the fiscal year ended June 30, 2026, we had no sales to and immaterial purchases from Green Earth Liang s Inc. ( Green Earth ), an entity affiliated with our Chief Executive Officer. For the fiscal year ended June 30, 2025, we had immaterial expense reimbursement from Green Earth. As of June 30, 2026 and 2025, there was no amount due to and from Green Earth. For the fiscal year ended June 30, 2024, we had immaterial sales to and purchases from Green Earth. As of June 30, 2024, the amounts due to and from Green Earth were immaterial. In October 2023, Ablecom and Compuware acquired an approximately 30% interest in Leadtek, a Taiwan company specializing in providing professional graphics cards and workstation solutions. As of December 31, 2025, this interest came down to approximately 29%. Prior to the Leadtek Investment, none of our related parties had direct or indirect material interests in any transactions in which we were a participant with Leadtek. Commencing with the closing of the Leadtek Investment, Steve Liang, Chang-Jian-Tsun (wife of Steve Liang), and Bill Liang served as three of the seven members of the Leadtek board of directors. We engaged in transactions whereby we sold servers worth $1.2 million, $0.7 million, and $1.4 million to Leadtek during the fiscal years ended June 30, 2026, 2025 and 2024, respectively. We purchased graphics cards worth $0.0 million, $0.5 million, and $2.1 million from Leadtek during the fiscal years ended June 30, 2026, 2025 and 2024, respectively. Jane Street Group, LLC ( Jane Street ) is a global quantitative trading and market-making firm. Based on a Schedule 13G filed in June 2026, Jane Street reported beneficial ownership of approximately 8.5% of our outstanding common stock. Jane Street is also a customer of the Company. SMCI | 2026 Form 10-K | 168 Table of Contents Loans In October 2018, our Chief Executive Officer, Charles Liang, personally borrowed approximately $12.9 million from Chien-Tsun Chang, the spouse of Steve Liang. The loan is unsecured, has no maturity date and bore interest at 0.8% per month for the first six months, increased to 0.85% per month through February 28, 2020, and reduced to 0.25% effective March 1, 2020. The loan was originally made at Mr. Liang s request to provide funds to repay margin loans to two financial institutions, which loans had been secured by shares of our common stock that he held. The lenders called the loans in October 2018, following the suspension of our common stock from trading on Nasdaq in August 2018 and the decline in the market price of our common stock in October 2018. As of June 30, 2026, the amount due on the unsecured loan (including principal and accrued interest) was $0.0 million. On October 9, 2025, the outstanding loan principal and accrued interest through October 8, 2025, totaling $16.9 million, were repaid in full. SMCI | 2026 Form 10-K | 169 Table of Contents Item 14. Principal Accounting Fees and Services On November 18, 2024, the Audit Committee appointed BDO USA, P.C. ( BDO ) as our independent registered public accounting firm, beginning with fiscal year 2024. Independent Registered Public Accounting Firm Fees and Services The Audit Committee considered the scope and fee arrangements for all services provided by BDO, as the case may be, taking into account whether the provision of non-audit services was compatible with maintaining the independence of the respective independent registered public accounting firm, and had pre-approved the respective services described below. Aggregate fees shown in the table below for fiscal 2026 and fiscal 2025, respectively, represent fees billed or expected to be billed by our independent registered accounting firm (in thousands): Years Ended June 30, 2026June 30, 2025 Audit Fees* $12,004 $8,263 Audit-Related Fees Tax Fees**463 All Other Fees Total$12,467 $8,263 *Audit fees consist of the aggregate fees for professional services rendered for the audit of our consolidated financial statements, review of interim condensed consolidated financial statements, statutory audits of some of the Company's subsidiaries. In addition, these fees include internal investigation matters and external legal fees in connection with one or more government investigations. **Tax fees consist of fees related to tax compliance, tax advice and tax planning. Audit Committee Pre-Approval Policies and Procedures The Audit Committee determined all services performed by BDO, as the case may be, were compatible with maintaining the independence of such firm during the period it served as our independent registered public accounting firm. The Audit Committee s policy on approval of services performed by the independent registered public accounting firm is to pre-approve all audit and permissible non-audit services to be provided by the independent registered public accounting firm during the fiscal year. The Audit Committee reviews each non-audit service to be provided and assesses the impact of the service on the firm s independence. PART IV