SemiLEDs Corp 10-K

Item 9A. Controls and Procedures Disclosure Controls and Procedures Our management, with the participation of our chief executive officer, or CEO, and our chief financial officer, or CFO, has evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a‑15(e) and 15d‑15(e) under the Exchange Act as of August 31, 2025. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Based upon the aforementioned evaluation, our CEO and CFO have concluded that, as of August 31, 2025, our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. Management’s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervision and with the participation of our management, including our CEO and CFO, we assessed the effectiveness of our internal control over financial reporting as of the end of the period covered by this report based on the framework in “Internal Control— Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment, our CEO and CFO concluded that our internal control over financial reporting is effective to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of the financial statements for external purposes in accordance with GAAP, as of August 31, 2025. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting that occurred during the quarter ended August 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Othe r Information During the fiscal quarter ended August 31, 2025, none of our directors or officers informed us of the adoption or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 71 Table of Contents PART III Item 10. Directors, Executive Of ficers and Corporate Governance Our Board of Directors Trung T. Doan , 66, has served as a director, Chairman of our Board and as our CEO since January 2005, and as our President since August 2012. Prior to joining us, Mr. Doan served as Corporate Vice President of Applied Global Services (AGS) Product Group at Applied Materials, Inc. and also served as President and Chief Executive Officer of Jusung Engineering, Inc., a semiconductor/LCD equipment company in Korea. In addition, Mr. Doan served as Vice President of Process Development at Micron Technology Inc. Mr. Doan previously served as a director of Advanced Energy Industries, a publicly traded manufacturer of power conversion and control systems. Mr. Doan also previously served as a director of Dolsoft Corporation, a privately held software company, as a director of Nu Tool Inc., a semiconductor technology company, and as a director of EMCO, a publicly traded manufacturer of advanced flow control devices and systems. Mr. Doan holds a Bachelor of Science in nuclear engineering from the University of California, Santa Barbara, where he graduated with honors, and a Master of Science in chemical engineering from the University of California, Santa Barbara. Our Board has determined that Mr. Doan should serve on our Board and as our Chairman based on his in-depth knowledge of our business and industry and his experience serving on the boards of directors of several major technology companies, as well as in management roles in the technology industry. Walter Michael Gough , 71, has served as a director since April 2016. Mr. Gough has led Gough and Associates, a firm that specializes in financial consulting and CFO work for domestic and international companies since 2005. He was also a tenured faculty member in Accounting and Business at DeAnza College in Cupertino, California where he taught as professor from 1985 to 2019. From June 2000 to June 2004, he was Chief Financial Officer and Financial Consultant at NuTool Inc., a semiconductor equipment manufacturer. From 1995 through 1999, he was a founding member and Chief Financial Officer of Invest In Yourself, LLC; an organization that provided consulting for professional sports franchises. Prior to teaching and consulting, Mr. Gough was a financial analyst and contracts manager at Watkins-Johnson Company, a high technology electronics firm. Before Watkins-Johnson, Mr. Gough worked for Kidder Peabody, an investment banking firm. He holds MBA and BA degrees (cum laude) from Santa Clara University, and a Masters in English from Notre Dame de Namur University. Our Board has determined that Mr. Gough should serve on our Board based on his experience as a consultant to technology companies in both the United States and Taiwan, his prior experience as a chief financial officer of several companies, and his expertise in accounting and finance. Dr. Edward Kuan Hsiung Hsieh , 73, has served as a director since February 2012. Dr. Hsieh has been Chairman, Chief Executive Officer and a director of Eton Intelligent Technologies, a media and publications company, since April 2000 and Chairman, Chief Executive Officer and a director of VR Networks, a VoIP and VR application company, since January 2000. He has also served as an Adjunct Professor at National Taiwan University since February 2009. From February 2007 to February 2010, Dr. Hsieh was Chief Executive Officer of Asia Pacific Telecom, a 3G mobile, and fixed line telecommunications company, as well as Executive Director of APOL, an Internet service provider. Dr. Hsieh holds a bachelor of science degree in electrical engineering from National Taiwan University, a master of science degree in electrical engineering from the University of California, Santa Barbara, and a doctor of philosophy degree in electrical engineering and applied physics from Cornell University. He also studied accounting at the University of California, Los Angeles. Our Board has determined that Dr. Hsieh should serve as a director based on his experience teaching Master of Business Administration classes at National Taiwan University, his service as an International Financial Adviser with Merrill Lynch, Pierce, Fenner & Smith and his management roles at several start-up companies. Scott R. Simplot , 78, has served as a director since March 2005. Mr. Simplot has been Chairman of the Board of Directors and a Director of J. R. Simplot Company since May 2001 and August 1970, respectively. Mr. Simplot served as a Manager of or Partner in various closely held entities such as Block 22 LLC, Broadway Hospitality LLC, Columbia Developments LLC, Idaho Sports Properties LLC, Indian Creek Cattle, LLC, JRS Management L.L.C., JRS Properties III L.P., ESP Development LLC, Hotel 43 LLC, SBP LLLP, Simplot Ketchum Investment, LLC, Simplot Ketchum Properties, LLC, SR Management LLC, SRS Green River LLC, SRS Properties LLLP, Downtown Boise Areana, LLC, Grove Hotel-Boise, LLC, Sylvan Beach, LLC, and Highland Stables Park LLC. Mr. Simplot also serves as a director to various companies such as Bar -U-, Inc., Block 65 and 66 Master Association, Inc., Cal-Ida Chemical Company, Claremont Realty Company, CS Beef Packers, LLC, CS Property Development, LLC, Glen Dale Farms, Inc., J. R. Simplot Company Foundation, Inc., J. R. Simplot Foundation, Inc., JUMP, Inc., JRS India Corporation Private Limited, OSL Depot Condominium Management Association, Inc., Simplot India, LLC, Simplot Livestock Co., Simplot Taiwan Inc., SPS International, Inc., SR Simplot Foundation, Inc., Three Creek Ranch Company, and Camas, Inc. Mr. Simplot holds a Bachelor of Science degree in business from the University of Idaho and a Master’s in Business Administration from the University of Pennsylvania. Our Board of Directors has determined that Mr. Simplot should serve as a director based on the extensive knowledge and insight he brings to our board of directors from his experience serving as Chairman and holding a variety of management positions at a large private company and serving on the boards of directors of companies in a variety of industries. Mr. Simplot became a Director on our board as part of his duties as the Chairman of the Board of J. R. Simplot Company, the 100 % owner of Simplot Taiwan, Inc., which was entitled to designate two members of our board of directors in connection with J. R. Simplot Company’s investment in our Series A convertible preferred stock. 72 Table of Contents Dr. Chris Chang Yu , 67, has served as a director since July 2024. Dr. Yu currently serves as the Chairman of the Board of CRS Holding Inc., Changhe Bio-Medical Science Co., Ltd, Ningkasai Science (Shanghai) Co., Ltd, Changwei System Science (Shanghai) Co., Ltd, Anpac Bio-Medical Science (Lishui) Co., Ltd, Adanced Life Therapeutics Co., Ltd and New-Herizon Bio-Medical Science Co., Ltd and as executive director of Anpac Bio-Medical Science (Shanghai) Co., Ltd, Lisui Anpac Medical Laboratory Co., 3Ltd, Shiji (Hainan) Medical Technology Co., Ltd, Shanghai Muqing Anpac Health Technology Co., Ltd, Anpac (Shanghai) Health Management Consulting Co., Ltd and Annadi Life Technology (Zhejiang) Co., Ltd. Dr. Yu also currently serves as a director of Anji Cayman, serves as an executive partner of Jiaxing Changxin Enterprise Management Partnership (Limited Partnership) and Jiaxing Ningbeika Enterprise Management Partnership (Limited Partnership), and serves as a general manager of Changhe Bio-Medical Science Co., Ltd and Annadi Life Technology (Zhejiang) Co., Ltd. Dr. Yu is also a co-founder of Fresh2 Group Limited (formerly named AnPac Bio-Medical Science Co., Ltd.). Dr. Yu served as Chairman of the Board and Chief Executive Officer of Fresh2 Group from its inception in January 2010 until April 2022 and was re-appointed as Co-Chairman of the Board and Co-CEO in May 2022. He subsequently resigned as Co-Chairman of the Board of Fresh2 Group in October 2022 and resigned as Co-CEO in May 2023. Prior to founding Fresh2 Group, he co-founded Anji Microelectronics (Shanghai) Co., Ltd. in 2004. Dr. Yu served as a technical director at Semiconductor Manufacturing International Corporation from 2002 to 2004. Dr. Yu also served as a vice president of the research and development team of Cabot Microelectronics Corporation. Dr. Yu received his bachelor and master’s degrees in physics from the University of Missouri Kansas-City Campus. He received his doctoral degree in physics from the Pennsylvania State University. The Board has determined that Dr. Yu should serve as a director based on his significant experience managing integrated circuit and technology companies and his experience as a CEO and director of a public company. Executive Officers In addition to Mr. Doan, our CEO, who also serves as a director, our executive officers consist of the following: Christopher Lee, 54, has served as our Chief Financial Officer since September 2015. From November 2014 until his appointment as Chief Financial Officer, Mr. Lee was the interim Chief Financial Officer of the Company. Mr. Lee joined SemiLEDs in September 2014. He has served on the Board of Directors of Aixin Life International Inc. since February 2021. He also served as Ainos Inc. Chief Financial Officer since March 2024. Mr. Lee has over 25 years of experience in accounting and finance, including US GAAP, PCAOB standards and SEC rules and regulations. Prior to joining us, Mr. Lee was a partner of KEDP CPA Group from August 2009 to June 2011 and a self-employed accountant from July 2011 to August 2014. Mr. Lee holds a BS degree in accounting from Ohio State University and a MS degree in business taxation from Golden Gate University and is licensed as a Certified Public Accountant (CPA) in the United States. CORPORATE GOVERNANCE Board Composition Our Nominating and Corporate Governance Committee is charged with identifying and evaluating individuals qualified to serve as members of the Board and recommending to the full Board nominees for election as directors. We seek directors with experience in areas relevant to the strategy and operations of the Company. We seek a Board that collectively has a range and diversity of skills, experience, age, industry knowledge and other factors in the context of the needs of the Board. The biographies of each of the nominees below contains information regarding the person’s service as a director, business experience, director positions held currently or at any time during the last five years and the experiences, qualifications, attributes or skills that caused the Nominating and Corporate Governance Committee to determine that the person should serve as a director of our Company. In addition to the information presented below regarding each director’s specific experience, qualifications, attributes and skills that led our Nominating and Corporate Governance Committee and Board to the conclusion that he should serve as a director, we also believe that each of our directors has a reputation for integrity, honesty and adherence to high ethical standards. Each of our directors has demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to our Company and our Board. Each of our director nominees is currently serving on the Board. Board Responsibilities and Structure The Board oversees, counsels, and directs management in the long-term interests of the Company and our stockholders. The Board’s responsibilities include: • selecting, evaluating the performance of, and determining the compensation of the CEO and other executive officers; • overseeing the risks that the Company faces; • reviewing and approving our major financial objectives and strategic and operating plans, and other significant actions; 73 Table of Contents • overseeing the conduct of our business and the assessment of our business and other enterprise risks to evaluate whether the business is being properly managed; and • overseeing the processes for maintaining our integrity with regard to our financial statements and other public disclosures, and compliance with law and ethics. The Board and its committees met throughout the year on a set schedule, held special meetings, and acted by written consent from time to time as appropriate. During fiscal year 2025, the Board held executive sessions for the independent directors to meet without Mr. Doan present at the end of every Board meeting. Our Bylaws do not dictate a particular Board structure and the Board is free to determine whether or not to have a Chairman and, if so, to select that Chairman and our CEO in the manner it considers our best interest. Currently, the Board has selected Mr. Doan to hold the position of both Chairman of the Board and CEO. Mr. Doan’s experience at the Company has afforded him intimate knowledge of the issues, challenges and opportunities facing each of the Company’s businesses. Accordingly, he is well positioned to focus the Board’s attention on the most pressing issues facing the Company. The Board has not appointed a lead independent director. The Board believes its administration of its risk oversight function has not affected the Board’s leadership structure. Board Committees and Charters The Board delegates various responsibilities and authority to different Board committees. Committees regularly report on their activities and actions to the full Board. The Board currently has, and appoints the members of, a standing Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee. Each of the Board committees has a written charter approved by the Board, and we post each charter on our web site at https://www.semileds.com/corporategovernance. Each committee can engage outside experts, advisors and counsel to assist the committee in its work. The following table identifies the directors who served on committees during fiscal 2025. Nominating and Corporate Name Audit Compensation Governance Dr. Edward Kuan Hsiung Hsieh Chair ˅ Walter Michael Gough ˅ Scott R. Simplot Chair Chair Dr. Chris Chang Yu ˅ Number of Committee Meetings Held in Fiscal Year 2025 4 3 3 Audit Committee Our Audit Committee is responsible for, among other things: • reviewing and approving the selection of our independent auditors, and approving the audit and non-audit services to be performed by our independent auditors; • monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to financial statements or accounting matters; • reviewing the adequacy and effectiveness of our internal control policies and procedures; • discussing the scope and results of the audit with the independent auditors and reviewing with management and the independent auditors our interim and year-end operating results; and • overseeing cybersecurity risks; and • preparing the Audit Committee Report that the SEC requires in our annual proxy statement. The Board believes that each current member of our Audit Committee is an independent director under the Nasdaq rules and meets the additional SEC independence requirements for audit committee members. It has also determined that Dr. Hsieh, Mr. Gough and Dr. Yu, each of whom are independent directors, meet the requirements of an “audit committee financial expert,” as defined in Regulation S‑K. 74 Table of Contents Compensation Committee As a “controlled company”, we rely on the exemption from the Nasdaq requirement that we have a compensation committee composed entirely of independent directors. Our Compensation Committee is responsible for, among other things: • overseeing our compensation policies, plans and benefit programs; • reviewing and approving for our executive officers: the annual base salary, the annual incentive bonus, including the specific goals and amount, equity compensation, employment agreements, severance arrangements and change in control arrangements, and any other benefits, compensation or arrangements; • reviewing and determining our equity‑based compensation plans; and • administering our equity‑based compensation plans. Although the Compensation Committee has the authority to determine the compensation paid to executive officers, other officers, employees, consultants and advisors, it can delegate its responsibility for setting compensation for individuals other than the CEO to a subcommittee, in the case of other officers, or to officers, in the case of employees and consultants. It may also delegate to officers the authority to grant options or other equity or equity‑based awards to employees who are not executive officers or members of the Board. It may also generally take into account the recommendations of the CEO, other than with respect to his own compensation. Nominating and Corporate Governance Committee As a “controlled company”, we rely on the exemption from the Nasdaq requirement that we have a nominating and corporate governance committee composed entirely of independent directors. Our Nominating and Corporate Governance Committee is responsible for, among other things: • identifying prospective director nominees and recommending nominees for each annual meeting of stockholders to the Board; • reviewing developments in corporate governance practices and developing and recommending governance principles applicable to our Board; • overseeing the evaluation of our Board and management; and • recommending members for each Board committee to our Board. Our Nominating and Corporate Governance Committee has not established any minimum qualifications for directors although in assessing the skills and characteristics of individual members, it must give due regard for independence and financial literacy considerations dictated by the Nasdaq rules. The Nominating and Corporate Governance Committee does not at this time have a policy regarding its consideration of director candidates recommended by stockholders, as it has not yet received any such recommendations. It may adopt a policy if such recommendations are received. In nominating candidates, the Nominating and Corporate Governance Committee takes into consideration such factors as it deems appropriate. These factors may include judgment, skill, diversity, experience with businesses or other organizations of comparable size, the interplay of the candidate’s experience with the experience of other Board members, requirements of Nasdaq and the SEC to maintain a minimum number of independent or non-interested directors, requirements of the SEC as to disclosure regarding persons with financial expertise on the Company’s Audit Committee and the extent to which the candidate generally would be a desirable addition to the Board and any committees of the Board. The Committee believes the Board generally benefits from diversity of skills, experience, age, industry knowledge of background, and views among its members, and considers this a factor in evaluating the composition of the Board, but has not adopted any specific policy in this regard. Attendance at Board, Committee and Annual Stockholders’ Meetings The Board held four meetings in fiscal 2025. We expect each director to attend every meeting of the Board and the committees on which he serves, and encourage them to attend the annual stockholders’ meeting. All directors attended at least 75% of the aggregate meetings of the Board and the committees on which they served in fiscal 2025 and all directors attended the 2025 annual meeting of stockholders. Risk Management The Board is involved in the oversight of risks that could affect the Company. The Board also monitors cyber threat trends, regulatory developments, and major threats to the Company, including setting expectations and accountability for management, as well as assessing the adequacy of resources, funding, and focus on cyber risk management activities. This oversight is conducted primarily through the Audit Committee which, on behalf of the Board, is charged with overseeing the principal risk exposures we face and our mitigation efforts in respect of these risks. The Audit Committee is responsible for interfacing with management and discussing with management the Company’s 75 Table of Contents principal risk exposures and the steps management has taken to monitor and control risk exposures, including risk assessment and risk management policies. The Compensation Committee also plays a role in that it is charged, in overseeing the Company’s overall compensation structure, with assessing whether that compensation structure creates risks that are reasonably likely to have a material adverse effect on us. Insider Trading Policy We are committed to promoting high standards of ethical business conduct and compliance with applicable laws, rules and regulations. As such, we have adopted our insider trading policy (the “Insider Trading Policy“) applicable to our directors, officers, and employees, and have implemented processes that we believe are reasonably designed to promote compliance with insider trading laws, rules, and regulations, and the Nasdaq Stock Market listing standards applicable to us. Among other things, our insider trading policy does not permit hedging or derivative transactions involving Company securities, "cashless" collars, forward contracts, equity swaps or other similar or related transactions. In addition, we recommend that employees and directors not margin or pledge Company securities to secure a loan and that employees and directors not purchase Company securities "on margin". A copy of our Insider Trading Policy is filed as Exhibit 19.1 to the Form 10-K filed at November 27, 2024. Code of Business Conduct and Ethics We have adopted a Code of Business Conduct and Ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting. These standards are designed to deter wrongdoing and to promote honest and ethical conduct. The Code of Business Conduct and Ethics is available at our website at https://www.semileds.com/corporategovernance. Any amendments to the Code, or any waivers of its requirements required to be disclosed pursuant to SEC or Nasdaq requirements, will be disclosed on the website. Rule 10b5-1 Trading Plan Policy We have adopted a Rule 10b5-1 trading plan policy, which permits our officers, directors, and certain other persons to enter into trading plans complying with Rule 10b5-1 under the Exchange Act. Generally, under these trading plans, the individual relinquishes control over the transactions once the trading plan is put into place and can only put such plans into place while the individual is not in possession of material non-public information. Accordingly, sales under these plans may occur at any time, including possibly before, simultaneously with, or immediately after significant events involving our company. Communications from Stockholders and Other Interested Parties to Directors The Board recommends that stockholders and other interested parties initiate communications with the Board, any committee of the Board or any individual director in writing to the attention of our Corporate Secretary at our principal executive office at 3F, No.11 Ke Jung Rd., Chu‑Nan Site, Hsinchu Science Park, Chu‑Nan 350, Miao‑Li County, Taiwan, R.O.C. This process will assist the Board in reviewing and responding to stockholder communications in an appropriate manner. The Board has instructed our Corporate Secretary to review such correspondence and, at his discretion, not to forward items if he deems them to be of a commercial or frivolous nature or otherwise inappropriate for the Board’s consideration. Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires our directors, executive officers and beneficial owners of more than 10% of our common stock to file with the SEC an initial report of ownership of our stock on Form 3 and reports of changes in ownership on Form 4 or Form 5. Persons subject to Section 16 are required by SEC regulations to furnish us with copies of all Section 16(a) forms that they file. As a matter of practice, our administrative staff assists our executive officers and directors in preparing initial ownership reports and reporting ownership changes, and typically files those reports on their behalf. Based solely on a review of the copies of such forms in our possession and on written representations from reporting persons, we believe that during fiscal year 2025 all of our executive officers, directors and 10% beneficial owners filed the required reports on a timely basis under Section 16(a). Item 11. Executi ve Compensation COMPENSATION OF THE NAMED EXECUTIVE OFFICERS AND DIRECTORS Executive Compensation This executive compensation section discloses the compensation awarded to or earned by our “named executive officers” during fiscal years 2025, 2024 and 2023. 76 Table of Contents We held our last non-binding advisory vote regarding compensation of our named executive officers at 2024 Annual Meeting of Stockholders and expect to hold our next vote at our 2027 Annual Meeting of Stockholders. Summary Compensation Table The following table sets forth all of the compensation earned by named executive officers during the relevant fiscal years. Stock Option All Other Name and Principal Position Fiscal Year Salary ($) Bonus ($) Awards ($)(1) Awards ($) Compensation ($) Total ($) Trung T. Doan 2025 243,000 — — — — 243,000 Chief Executive Officer 2024 243,000 — — — — 243,000 2023 243,000 — — — — 243,000 Christopher Lee 2025 88,614 — 5,610 — — 94,224 Chief Financial Officer 2024 87,543 — 19,360 — — 106,903 2023 89,151 — 35,050 — — 124,201 (1) The amount reported in this column represent the grant date fair value of the RSUs granted in the fiscal years ended August 31, 2025, 2024 and 2023, respectively, calculated in accordance with FASB ASC Topic 718. Each restricted stock unit award was granted pursuant to our 2010 Plan. 77 Table of Contents Disclosure Policies and Practices Related to the Grant of Equity Awards Close in Time to the Release of Material Nonpublic Information We do not grant stock options or similar awards as part of our equity compensation programs. If stock options or similar awards are granted, our policy is to not grant stock options or similar awards in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our common stock , such as a significant positive or negative earnings announcement, and not time the public release of such information based on stock option grant dates. In addition, it is our policy to not grant stock options or similar awards during periods in which there is material nonpublic information about our company, including (i) during “blackout” periods or outside a “trading window” established in connection with the public release of earnings information under our insider trading policy or (ii) at any time during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information . These restrictions do not apply to RSUs or other types of equity awards that do not include an exercise price related to the market price of our common stock on the date of grant. During the period covered by this report, we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. During the fiscal year ended August 31, 2025, none of our named executive officers were awarded options with an effective grant date during any period beginning four business days before the filing or furnishing of a Form 10-Q, Form 10-K, or Form 8-K that disclosed material nonpublic information (other than a Form 8-K that disclosed a material new option award grant under Item 5.02(e)), and ending one business day after the filing or furnishing of such reports. Outstanding Equity Awards at Fiscal Year ‑ End The following table sets forth the outstanding equity awards held by our named executive officers as of the fiscal year ended August 31, 2025. Option Awards Stock Awards Equity Equity Market Incentive Incentive Value of Awards: Plan Shares Market or Awards: Number of or Payout Value Number of Number of Number of Shares or Units of of Unearned Securities Securities Securities Units Stock Shares, Units Underlying Underlying Underlying of Stock That or Other Unexercised Unexercised Unexercised Option That Have Rights That Options Options Unearned Exercise Award Have Not Not Have Not Name Exercisable Un-exercisable Options Price ($) Date Vested (1) Vested ($)(2) Vested ($) Trung T. Doan — — — — — — — — Christopher Lee — — — — 07/10/25 8,000 (3) 14,960 — (1) Represents RSU awards granted pursuant to our 2010 Plan. (2) Amounts calculated using the closing market price of a share of our common stock as of August 31, 2025, which was $1.87. (3) This RSU award vests in eight quarterly installments with the first installment vesting three months after the grant date. Pension Benefits We do not maintain any defined benefit pension plans. Nonqualified Deferred Compensation We do not maintain any nonqualified deferred compensation plans. Severance and Change in Control Benefits Mr. Doan entered into an employment agreement in 2005, which provides that if he is terminated by us without cause or resigns due to a constructive termination, he will receive as severance an amount equal to six months of his then-current salary plus his current medical insurance for six months following his termination date. We offered such severance to motivate Mr. Doan to continue as our executive officer by providing severance protection in the event that he is terminated by us without having committed any egregious act constituting cause or if we adversely change his position such that he resigns. Cause is defined as (a) the conviction of a felony or of any criminal offense involving 78 Table of Contents moral turpitude; (b) the repeated failure to satisfactorily perform duties reasonably required by us; (c) material breach of the proprietary information and invention agreement, our written policies established by our Board or any term of his employment agreement; or (d) misappropriation of our property or unlawful appropriation of our corporate opportunity or our business. If we determine cause exists, we will provide Mr. Doan with written notice alleging cause and his failure to remedy the alleged cause within 30 days may result in a termination for cause. Constructive termination is defined as one of the following events when we have not received Mr. Doan’s written consent for such event: (a) a significant reduction of his duties, position or responsibilities relative to his duties, position or responsibilities in effect immediately prior to such reduction or his removal from such position, duties and responsibilities, provided that a reduction in duties, position or responsibilities solely by virtue of us being acquired and made part of a larger entity will not constitute a constructive termination; (b) a substantial reduction, without good business reasons, of the facilities and perquisites available to him immediately prior to such reduction; (c) a reduction of his base salary unless such reduction is a part of a Company-wide reduction for similarly situated persons; or (d) a material reduction in the kind or level of employee benefits to which he is entitled immediately prior to such reduction, with the result that his overall benefits package is significantly reduced, unless such reductions are part of a Company-wide reduction for similarly situated persons. Employment Agreements Mr. Doan entered into an employment agreement in 2005, which provides for the severance payments and benefits described under “ Severance and Change in Control Benefits” above. Pay Versus Performance As required by Item 402(v) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Pay Versus Performance Rules”), we are providing the following information about the relationship between executive compensation actually paid and the financial performance of the Company. This disclosure has been prepared in accordance with the Pay Versus Performance Rules and does not necessarily reflect how the Compensation Committee evaluates compensation decisions. Because we are a “smaller reporting company” as defined under the U.S. federal securities laws, in accordance with the smaller reporting rules under Item 402(v) of Regulation S-K, the Company has provided the information required by Item 402(v) of Regulation S-K for two fiscal years and is not required to provide disclosure under Item 402(v)(2)(iv), (v)(5), (v)(2)(vi) or (v)(6). Year (1) Summary Compensation Table Total for PEO Compensation Actually Paid to PEO (2)(3) Average Summary Compensation Table Total for Non-PEO NEOs (2)(4) Average Compensation Actually Paid to Non-PEO NEOs Value of Initial Fixed $100 Investment Based On Total Shareholder Return (5) Net Income (Loss) ($ in thousands) 2025 $ 243,000 $ 243,000 $ 94,224 $ 103,804 $ 38.17 $ (1,130 ) 2024 $ 243,000 $ 243,000 $ 106,903 $ 87,560 $ 22.41 $ (2,036 ) 2023 $ 243,000 $ 243,000 $ 124,201 $ 98,537 $ 33.33 $ (2,726 ) (1) The following table lists the PEO and non-PEO NEOs for each of fiscal years 2025, 2024 and 2023. Year PEO Non-PEO NEOs 2025 Trung T. Doan Christopher Lee 2024 Trung T. Doan Christopher Lee 2023 Trung T. Doan Christopher Lee 79 Table of Contents (2) The dollar amounts reported represent the amount of “compensation actually paid,” as calculated in accordance with the Pay Versus Performance Rules. These dollar amounts do not reflect the actual amounts of compensation earned by or paid to our NEOs during the applicable year. For purposes of calculating “compensation actually paid,” the fair value of equity awards is calculated in accordance with ASC Topic 718 using the same assumption methodologies used to calculate the grant date fair value of awards for purposes of the Summary Compensation Table (refer to “Compensation of the Named Executive Officers and Directors – Executive Compensation – Summary Compensation Table” for additional information). (3) The following table shows the amounts deducted from and added to the Summary Compensation Table total to calculate “compensation actually paid” to Mr. Doan in accordance with the Pay Versus Performance Rules: Year Summary Compensation Table Total for PEO Change in Pension Value Pension Service Cost Reported Value of Equity Awards Year End Fair Value of Equity Awards Granted in the Year and Unvested at Year End Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value Compensation Actually Paid to PEO 2025 $ 243,000 — — — — — — — — — $ 243,000 2024 $ 243,000 — — — — — — — — — $ 243,000 2023 $ 243,000 — — — — — — — — — $ 243,000 (4) The following table shows the amounts deducted from and added to the average Summary Compensation Table total compensation to calculate the average “compensation actually paid” to our non-PEO NEOs in accordance with the Pay Versus Performance Rules: Year Average Summary Compensation Table Total for Non-PEO NEOs Average Change in Pension Value Average Pension Service Cost Average Reported Value of Equity Awards Average Year End Fair Value of Equity Awards Granted in the Year and Unvested at Year End Average Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value Average Compensation Actually Paid to Non-PEO NEOs 2025 $ 94,224 — — $ (5,610 ) $ 14,960 $ — $ — $ 230 — — $ 103,804 2024 $ 106,903 — — $ (19,360 ) $ 4,050 $ (1,170 ) $ 0 $ (2,863 ) — — $ 87,560 2023 $ 124,201 — — $ (35,050 ) $ 12,180 $ (2,610 ) $ 2,600 $ (2,784 ) — — $ 98,537 (5) Assumes $100 was invested for the period starting August 31, 2021, through the end of the listed year in the Company. Historical stock performance is not intended to forecast nor be indicative of the future stock performance of our common stock. Relationship Between Financial Performance Measures While the Company utilizes several performance measures to align executive compensation with Company performance, not all of those Company measures are presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. In accordance with SEC rules, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table. Compensation and Cumulative Total Shareholder Return The following chart sets forth the relationship between PEO compensation, the average compensation of our Non-PEO NEOs, and the Company’s cumulative total shareholder return (“TSR”) for the years ended August 31, 2025, 2024 and 2023. 80 Table of Contents Compensation and Net Income The following chart sets forth the relationship between PEO compensation, the average compensation of our Non-PEO NEOs, and the Company’s net income for the years ended August 31, 2025, 2024 and 2023. 81 Table of Contents Director Compensation Our Board amended our director compensation policy on November 11, 2020 to replace the annual cash retainers for board and committee service with additional restricted stock units, as a result of which non-employee members of the Board now receive the following compensation for their board and committee services: • no annual cash retainer for general Board or committee service; • no cash payments for attendance at general Board meetings; and • each year shortly following the annual stockholder meeting an annual grant of 5,000 shares of restricted stock units, which fully vest on the earlier of the next annual meeting or the one-year anniversary of the grant date, whichever is earlier, subject to continued service through the vesting date, provided that the restricted stock units will fully vest if we are subject to a change in control during their service. The director compensation policy requires directors to attend at least 75% of the meetings each year in order to be renominated. The policy also includes an equity ownership guideline whereby our directors will be expected to own and hold shares of our common stock until retirement from their Board service. We also reimburse non-employee directors for travel, lodging and other expenses incurred in connection with their attendance at Board or committee meetings. Director Compensation Table The following table sets forth the total compensation for our non‑employee directors for the year ended August 31, 2025: Fees Earned or All Other Name Paid in Cash ($) Stock Awards ($)(2) Compensation ($) Total ($) Dr. Edward Kuan Hsiung Hsieh — 6,400 — 6,400 Walter Michael Gough — 6,400 — 6,400 Dr. Chris Chang Yu — 6,400 — 6,400 Scott R. Simplot (1) — — — — (1) Mr. Simplot waived any right to compensation. (2) The amount reported in this column represent the grant date fair value of the RSUs granted in the fiscal year ended August 31, 2025, calculated in accordance with FASB ASC Topic 718. Each restricted stock unit award was granted pursuant to our 2010 Plan. Unless otherwise specified, each restricted stock unit award will vest in four equal installments commencing on the grant date, 100% of the stock units shall immediately vest on the date of the 2026 annual meeting, subject to continued service through the vesting date, provided that the restricted stock units will fully vest if we are subject to a change in control during their service. 82 Table of Contents Item 12. Security Ownership of Certain Beneficial O wners and Management and Related Stockholder Matters PRINCIPAL STOCKHOLDERS The following table sets forth information regarding the beneficial ownership of our common stock as of November 20, 2025 with respect to: • each person, or group of affiliated persons, who is known by us to own beneficially 5% or more of our common stock; • each of our directors; • each of our named executive officers; and • all directors and executive officers as a group. Beneficial ownership is determined in accordance with the rules of the SEC. All shares of our common stock subject to options currently exercisable or exercisable within 60 days of November 20, 2025 and RSUs that will vest within 60 days of November 20, 2025, are deemed to be outstanding for the purpose of computing the percentage ownership of the person or group holding options and RSUs, but are not deemed to be outstanding for computing the percentage of ownership of any other person. Unless otherwise indicated by the footnotes below, we believe, based on the information furnished to us, that each stockholder named in the table has sole voting and investment power with respect to all shares beneficially owned, subject to applicable community property laws. Percentage of ownership is based on 8,226,153 shares of common stock outstanding as of November 20, 2025. Unless otherwise indicated in the footnotes to the table, the address of each individual listed in the table is c/o SemiLEDs Corporation, 3F, No.11, Ke Jung Rd., Chu‑Nan Site, Hsinchu Science Park, Chu‑Nan 350, Miao‑Li County, Taiwan, R.O.C. Shares Beneficially Owned Name and Address of Beneficial Owner Number Percent 5% Stockholders: Simplot Taiwan, Inc. 4,716,188 (1) 57.3 % J.R. Simplot Company Trung Tri Doan 4,716,188 (2) 57.3 % Executive Officers and Directors: Trung Tri Doan 4,716,188 (2) 57.3 % Walter Michael Gough 36,068 (3) * Dr. Edward Kuan Hsiung Hsieh 48,571 (3) * Scott R. Simplot 4,716,188 (1) 57.3 % Dr. Chris Chang Yu 5,000 (3) * Christopher Lee 26,800 (4) * All executive officers and directors as a group (6 persons) 4,832,627 58.7 % * Indicates beneficial ownership of less than 1%. (1) Based on Schedule 13D/As filed with the SEC on March 4, 2025. Represents beneficial ownership of 4,716,188 shares consisting of (i) 3,168,190 shares held of record by Simplot Taiwan, Inc., a wholly owned subsidiary of Simplot Company of which Scott R. Simplot is Chairman, (ii) 31,036 shares held of record by JRS Properties, of which Mr. Simplot is one of the managers of the sole general partner, JRS Management, (iii) 1,389,821 shares held of record by Mr. Doan and which may be attributable to Mr. Simplot by virtue of his relationships with Simplot Taiwan, Inc. and JRS Properties III LLLP, both of which are parties to the Voting Agreement dated June 3, 2024 (the “Voting Agreement”), and (iv) 127,141 shares held of record by the Trung Doan 2010 GRAT and which may be attributable to Mr. Simplot by virtue of his relationships with Simplot Taiwan, Inc. and JRS Properties III LLLP, both of which are parties to the Voting Agreement. Mr. Simplot is the Chairman of the Simplot Company and a manager of JRS Management. Accordingly, Mr. Simplot may be deemed to have shared voting power over 4,716,188 shares and shared dispositive power over 83 Table of Contents 3,199,226 shares. Mr. Simplot disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. The address of Simplot Taiwan, Inc. is 1099 West Front Street, Boise, Idaho 83702. (2) Based on a Schedule 13D/A filed with the SEC on March 4, 2025. Includes (1) 127,141 shares owned directly by The Trung Doan 2010 GRAT, of which Mr. Doan is the sole trustee and (2) 1,389,821 shares held directly by Mr. Doan. Also includes 31,036 shares directly owned by JRS Properties III LLLP and 3,168,190 shares directly held by Simplot Taiwan, Inc,, which may be attributable to Mr. Doan by virtue of the Voting Agreement. Accordingly, Mr. Doan may be deemed to have shared voting power over 4,716,188 shares and sole dispositive power over 1,516,962 shares. Mr. Doan disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. (3) Includes 2,500 restricted stock units that will vest within 60 days. (4) Includes 1,000 restricted stock units that will vest within 60 days. Equity Compensation Plan Information The following table summarizes information about our equity compensation plans as of August 31, 2025. All outstanding awards relate to our common stock. Plan category Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) Weighted- average exercise price of outstanding options, warrants and rights(2) (b) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) (in thousands) (in thousands) Equity compensation plans approved by security holders 98 (1) $ 2.39 444 Equity compensation plans not approved by security holders — — — Total 98 444 (1) Consists of stock options granted under the 2005 Equity Incentive Plan and the 2010 Equity Incentive Plan, and restricted stock units granted under the 2010 Equity Incentive Plan. No additional grants could be made under the 2005 Equity Incentive Plan after December 8, 2010. In April 2014 and July 2019, SemiLEDs’ stockholders approved amendments to the 2010 Plan that increased the number of shares authorized for issuance under the plan by an additional 250 thousand shares and 500 thousand shares, respectively. On September 25, 2020, SemiLEDs' stockholders approved an increase in the authorized Equity Incentive Plan share reserve under the 2010 plan by an additional 400 thousand shares. (2) The weighted average exercise price does not take into account the shares issuable upon vesting of outstanding restricted stock unit awards, which have no exercise price. The information required by this Item with respect to the securities ownership of directors, officers and certain beneficial owners is set forth under the heading “Principal Stockholders” above. Item 13. Certain Relationships and Relate d Transactions, and Director Independence CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS Since September 1, 2022, there has not been any transaction or series of similar transactions to which we were or are a party in which the amount involved exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years, and in which any of our directors or executive officers, any holder of more than 5% of any class of our voting securities or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than the transactions described below, some of which represent continuing transactions from prior periods. Loan Agreements with Chief Executive Officer and Significant Stockholder On January 8, 2019, the Company entered into secured loan agreements with Trung Doan, its Chairman and Chief Executive Officer and J.R. Simplot Company, its largest shareholder, with aggregate amounts of $1.7 million and $1.5 million, respectively, and an annual interest rate of 8% (the “Loan Agreements”). The Loan Agreements are secured by a second priority security interest on the Company’s headquarters building. The maturity date of the Loan Agreements were January 14, 2021 and January 22, 2021, respectively. On January 16, 2021, the maturity date of the Loan Agreements was extended with same terms and interest rate for one year to January 15, 2022, and on January 14, 2022, the maturity date of the Loan Agreements was extended again with same terms and interest rate for one more year to 84 Table of Contents January 15, 2023. On January 13, 2023, the maturity date of the Loan Agreements was further extended with same terms and interest rate for one year to January 15, 2024. On January 7, 2024, J.R. Simplot Company entered into an assignment agreement (the “Assignment”) pursuant to which J.R. Simplot assigned and transferred all of its right, title and interest in and to the Loan Agreement to Simplot Taiwan Inc., in accordance with and subject to the terms and conditions of the Loan Agreement. On January 7, 2024, the Company entered into the Fourth Amendment to the Loan Agreements with each of Simplot Taiwan Inc. and Trung Doan. The Fourth Amendment to the Loan Agreement with Simplot Taiwan Inc. (i) extended the maturity date to January 15, 2025, and (ii) upon mutual agreement of the Company and Simplot Taiwan Inc., permitted the Company to repay any principal amount or accrued interest, in an amount not to exceed $400,000, by issuing shares of the Company’s common stock in the name of Simplot Taiwan Inc. as partial repayment of the Loan Agreement at a price per share equal to the closing price of the Company’s common stock immediately preceding the business day of the payment notice date. All other terms and conditions of the Loan Agreement with Simplot Taiwan Inc. remained the same. The Fourth Amendment to the Loan Agreement with Trung Doan amended the loan's maturity date with same terms and interest rate to January 15, 2025. All other terms and conditions of the Loan Agreement with Trung Doan remained the same. On January 7, 2024, the Company issued 305,343 shares of its common stock at a price of $1.31 per share to repay $400,000 of accrued interest on the loan agreement with Simplot Taiwan Inc. On February 9, 2024, the Company entered into the Fifth Amendment to the Loan Agreements with Trung Doan. The Fifth Amendment to the Loan Agreements with Trung Doan (i) amended the Loan Agreement to permit the Company to repay up to $800,000 of principal under the Loan Agreement by issuing shares of the Company’s common stock and (ii) elected to prepay $800,000 of loan principal by delivering 629,921 shares of the Company’s common stock to Trung Doan, based on the closing price of $1.27 per share on February 8, 2024. All other terms and conditions of the Loan Agreement remained the same. On February 9, 2024, the Company repaid $800,000 of loan principal by delivering 629,921 shares of the Company’s common stock to Mr. Doan, based on the closing price of $1.27 per share on February 8, 2024. On July 3, 2024, the Company and Trung Doan entered into the Sixth Amendment to the Loan Agreement. The Sixth Amendment to the Loan Agreement amended the Loan Agreement to permit the Company, upon the mutual agreement of the Company and Trung Doan, to repay a portion of the principal amount or accrued interest under the Loan Agreement, by issuing shares of the Company’s common stock to Trung Doan as partial repayment of the Loan Agreement at a price per share equal to the closing price of the Company’s common stock immediately preceding the business day of the payment notice date. All other terms and conditions of the Loan Agreement, as amended by the Sixth Amendment to the Loan Agreement, remained the same. On January 15, 2025, the Company entered into the Seventh Amendment to the Loan Agreement with Trung Doan and Fifth Amendment to the Loan Agreement with Simplot Taiwan Inc. to extend the maturity dates to January 15, 2026. All other terms and conditions of the Loan Agreements remained the same. On February 28, 2025, the Company and Simplot Taiwan Inc. entered into the Sixth Amendment to the Loan Agreement (the “Amended Loan Agreement”). The Amended Loan Agreement, upon the mutual agreement of the Company and Simplot Taiwan Inc., permits the Company to repay any principal amount or accrued interest, in an amount not to exceed $1,200,000, by issuing shares of the Company’s common stock to Simplot Taiwan Inc. as partial repayment of the Loan Agreement at a price per share equal to the closing price of the Company’s common stock immediately preceding the business day of the payment notice date. On February 28, 2025, the Company delivered payment notices indicating its intent to repay $1,200,000 and $400,000 of loan principal by delivering 722,891 shares and 240,963 shares of the Company’s common stock to Simplot Taiwan Inc. and Trung Doan, respectively, based on the closing price of $1.66 per share on February 27, 2025. As of August 31, 2025, the aggregate principal balance of the loan agreement with Trung Doan was $500 thousand, and the aggregate principal balance of the loan agreement with Simplot Taiwan was $300 thousand. Voting Agreement On June 3, 2024, Mr. Doan, in his capacity as a stockholder of the Company, entered into a Voting Agreement by and between Simplot Taiwan, Inc., an Idaho corporation (“Simplot”), JRS Properties III LLLP, an Idaho limited liability limited partnership (“JRS Properties” and together with Simplot, the “Simplot Shareholders”), and The Trung Tri Doan 2010 GRAT (the “Doan Trust”) of which Mr. Doan is the sole trustee (Doan and the Doan Trust together, the “Doan Shareholders” and together with the Simplot Shareholders, the “Stockholder Group”). The aggregate amount of shares of the Company owned by them constitutes a majority of the issued and outstanding shares of the Company as of the date of the Voting Agreement. Pursuant to the terms of the Voting Agreement, the Simplot Shareholders and Doan Shareholders 85 Table of Contents agreed to vote the shares of the Common Stock owned by them in favor of certain matters presented by the Company to its stockholders as provided in the Voting Agreement. The Voting Agreement is effective as of June 3, 2024, and terminates upon at least ten days’ written notice to the other members of the Stockholder Group or upon material breach of the terms therein. In addition, the Voting Agreement automatically terminates upon the earliest of (1) the Simplot Shareholders or the Doan Shareholders no longer own securities of the Company; (2) the sale of all or substantially all of the Company’s assets; (3) the dissolution, insolvency or liquidation of the Company; (4) the death, bankruptcy, insolvency or dissolution of any of the Shareholders (as defined in the Voting Agreement), or (5) the Stockholder Group’s joint written agreement to terminate the Voting Agreement. As of August 31, 2025, the shares subject to the Voting Agreement represent approximately 57% of the voting power of our common stock. Employment Agreements See “Compensation of the Named Executive Officers and Directors—Employment Agreements.” Policies and Procedures for Related Party Transactions Our Board has adopted a formal, written related party transactions policy pursuant to which, our executive officers, directors, beneficial owners of more than 5% of our common stock, and any member of the immediate family of and any firm, corporation or other entity at which any of the foregoing persons is employed or is a general partner or principal or in a similar position or in which such person has a 5% or greater beneficial interest, are not permitted to enter into a related party transaction with us without prior consent and approval of our Audit Committee. This policy covers any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships in which we are a participant, the aggregate amount involved will or may be expected to exceed $120,000 in any year and a related person has or will have a direct or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity), including, without limitation, purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness or employment by us of a related person. The Audit Committee has determined that a related person does not have a direct or indirect material interest in the following categories of transactions and that each will be deemed to be preapproved: • any transaction with another company at which a related person’s only relationship is as an employee (other than an executive officer), director, or beneficial owner of less than 10% of that company’s shares, if the aggregate amount involved does not exceed the greater of $1 million or 2% of that company’s total annual revenue. Director Independence The published listing requirements of Nasdaq dictate that a majority of the Board be comprised of independent directors whom our Board has determined have no material relationship with our Company and who are otherwise “independent” directors under those listing requirements. Our current Board consists of the five persons listed above. The Board has determined that Dr. Hsieh, Mr. Gough and Dr. Yu each qualify as an independent director under applicable Nasdaq and SEC rules. The Nasdaq rules have objective tests and a subjective test for determining who is an “independent director.” Under the objective tests, a director cannot be considered independent if: • the director is, or at any time during the past three years was, an employee of the company; • the director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exclusions, including, among other things, compensation for board or board committee service); • a family member of the director is, or at any time during the past three years was, an executive officer of the company; • the director or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceeded 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever was greater (subject to certain exclusions); • the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the company served on the compensation committee of such other entity; or 86 Table of Contents • the director or a family member of the director is a current partner of the company’s outside auditor, or at any time during the past three years was a partner or employee of the company’s outside auditor, and who worked on the company’s audit. The subjective test states that an independent director must be a person who lacks a relationship that, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The Board has not established categorical standards or guidelines to make these subjective determinations but considers all relevant facts and circumstances. In addition to the Board-level standards for director independence, the Nasdaq rules provide that directors, of whom there must be three, who serve on the Audit Committee must each satisfy standards established by the SEC that require that members of audit committees must not be affiliated persons of the issuer and may not accept directly or indirectly any consulting, advisory, or other compensatory fee from the issuer other than their director compensation. Transactions Considered in Independence Determinations In making its independence determinations, the Board considered transactions that occurred since the beginning of fiscal year 2022 between the Company and entities associated with the independent directors or members of their immediate family. All identified transactions that appeared to relate to the Company and a family member of, or entity with a known connection to, a director were presented to the Board for consideration. None of Dr. Hsieh, Mr. Gough or Dr. Yu were disqualified from “independent” status under the objective tests. In making its subjective determination that Dr. Hsieh, Mr. Gough and Dr. Yu are independent, the Board reviewed and discussed additional information provided by the directors and the Company with regard to each director’s business and personal activities as they may relate to the Company and the Company’s management. The Board considered the transactions in the context of the Nasdaq objective standards, the special standards established by the SEC for members of audit committees, and the SEC standards for compensation committee members. Based on all of the foregoing, as required by the Nasdaq rules, the Board made a subjective determination that, because of the nature of the director’s relationship with the entity and/or the amount involved, no relationships exist that, in the opinion of the Board, would impair Dr. Hsieh, Mr. Gough or Dr. Yu’s independence. Mr. Simplot controls a majority of the voting power of the Company, so he is not deemed independent. 87 Table of Contents Item14. Principal Accou ntant Fees and Services Changes in Registrant’s Certifying Accountant On July 10, 2025, KCCW Accountancy Corp. (“KCCW”) resigned as independent registered public accounting firm of SemiLEDs Corporation, as it was exiting the public company audit practice. On July 10, 2025, the audit committee of the board of directors of the Company engaged YCM CPA INC. (“YCM”) as the Company’s new independent registered public accounting firm, as described below. During our most recent fiscal year and through the date of dismissal, (a) we had no disagreements with KCCW on any matter of accounting principles or practices, financial statement disclosure, or auditing scope of procedure which disagreement if not resolved to the satisfaction of KCCW would have caused it to make reference to the subject matter of the disagreement in connection with its reports, and (b) there were no “reportable events” as defined in Item 304(a)(l)(v) of Regulation S-K. The Company provided KCCW a copy of the statements made in response to the disclosure required by Item 4.01 of Form 8-K and requested KCCW to furnish it with a letter addressed to the Securities and Exchange Commission (“SEC”) stating whether or not KCCW agrees with such statements. Neither the Company, nor anyone on its behalf, has consulted with YCM regarding (i) the type of final audit opinion that might be rendered on the Company’s financial statements and neither a written report nor oral advice was provided to the Company that YCM concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K, or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K. Fees Billed by Independent Registered Public Accounting Firm The following table shows the fees and related expenses for audit and other services provided by YCM CPA Inc. and KCCW Accountancy Corp and its subsidiaries billed for fiscal year 2025 and 2024. The services requiring pre-approval by the audit committee may include audit services, audit related services, tax services and other services. The pre-approval requirement is waived with respect to the provision of non-audit services if (i) the aggregate amount of all such non-audit services provided to us constitutes not more than 5% of the total fees paid by us to our independent auditors during the fiscal year in which such non-audit services were provided, (ii) such services were not recognized at the time of the engagement to be non-audit services, and (iii) such services are promptly brought to the attention of the Audit Committee or by one or more of its members to whom authority to grant such approvals has been delegated by the Audit Committee. During fiscal 2025 and 2024, 100% of the audit related services, tax services and all other services provided by YCM CPA Inc. and KCCW Accountancy Corp. for the periods as our principal independent registered public accountant were pre-approved by the Audit Committee. YCM CPA Inc. KCCW Accountancy Corp KCCW Accountancy Corp Fiscal Years Ended August 31, 2025 Fiscal Years Ended August 31, 2025 Fiscal Years Ended August 31, 2024 Audit Fees $ 113,000 $ 48,000 $ 161,000 Tax Fees — 7,000 7,000 Total $ 113,000 $ 55,000 $ 168,000 Audit Fees. This category includes the audit of our annual consolidated financial statements, review of our quarterly condensed consolidated financial statements and services that are normally provided by our independent auditors in connection with statutory and regulatory filings or engagements. This category also includes statutory audits required by the Tax Bureau of Taiwan for certain of our subsidiaries in Taiwan. Tax Fees. This category includes tax return preparation and technical tax advice. The Audit Committee concluded that the provision of the non-audit services listed above is compatible with maintaining the independence of YCM CPA Inc. and KCCW Accountancy Corp. 88 Table of Contents PAR T IV Item 15. Exhibits and Finan cial Statement Schedules (2) Exhibits: 89 Table of Contents Exhibit Filed No Exhibit Title Form File No. Exhibit Filing Date Herewith 3.1 Amended and Restated Certification of Incorporation of Registrant S-1/A 333‑168624 3.1(c) November 22, 2010 3.2 Certificate of Amendment of Amended and Restated Certificate of Incorporation 8‑K 001-34992 3.1 April 15, 2016 3.3 Certificate of Amendment of Amended and Restated Certificate of Incorporation 8-K 001-34992 3.1 July 3, 2018 3.4 Certificate of Amendment of Amended and Restated Certificate of Incorporation 8-K 001-34992 3.1 October 16, 2024 3.5 Amended and Restated Bylaws of Registrant S‑1/A 333‑168624 3.2(b) November 22, 2010 3.6 Amendment No.1 to the Bylaws of Registrant 8-K 001-34992 3.1 October 16, 2024 4.1 Form of Common Stock Certificate S‑1/A 333‑168624 4.1 November 22, 2010 4.2 (d) Description of the Registrant’s Securities Under Section 12 of the Exchange Act 10-K 001-34992 4.2(d) November 20, 2019 10.3† Amended and Restated Employment Agreement with Trung T. Doan, dated March 15, 2005 S‑1 333‑168624 10.3 August 6, 2010 10.4† SemiLEDs Corporation 2010 Equity Incentive Plan, Stock Unit Grant Agreement (Director Form) 8‑K 001‑34992 99.1 February 9, 2012 10.5† SemiLEDs Corporation 2010 Equity Incentive Plan, Form of Stock Unit Agreement (Officer Form) 8‑K 001‑34992 99.1 February 24, 2012 10.6 Form of Proprietary Information and Inventions Agreement S‑1/A 333‑168624 10.8 September 14, 2010 10.7 Form of Non‑competition Agreement S‑1/A 333‑168624 10.9 September 14, 2010 10.8† Form of Option Agreement for the 2010 Equity Incentive Plan S‑1/A 333‑168624 10.10 November 16, 2010 10.9† Form of Indemnification Agreement with directors and officers S‑1/A 333‑168624 10.11 October 26, 2010 10.10 Loan Agreement dated January 8, 2019 between SemiLEDs Corporation and Trung Doan 10-Q 001-34992 10.1 January 11, 2019 10.11 Loan Agreement dated January 8, 2019 between SemiLEDs Corporation and J. R. Simplot Company 10-Q 001-34992 10.2 January 11, 2019 10.12 The First Loan Agreement between Mega International Commercial Bank and SemiLEDs Optoelectronics Co., Ltd. dated July 5, 2019 (translation) 10-K 001-34992 10.12 November 20, 2019 10.13 The Second Loan Agreement between Mega International Commercial Bank and SemiLEDs Optoelectronics Co., Ltd. dated July 5, 2019 (translation) 10-K 001-34992 10.13 November 20, 2019 10.14 Amendment to Convertible Unsecured Promissory Note dated May 26, 2021 to Trung Doan 10-K 001-34992 10.14 November 29, 2021 90 Table of Contents 10.15 Amendment to Convertible Unsecured Promissory Note dated May 26,2021 to Simplot Taiwan Inc. 10-K 001-34992 10.15 November 29, 2021 10.16 Second Amendment to Convertible Unsecured Promissory Note dated May 26, 2022 between SemiLEDs Corporation and Simplot Taiwan Inc. 8‑K 001-34992 1.1 May 26, 2022 10.17 Second Amendment to Convertible Unsecured Promissory Note dated May 26, 2022 between SemiLEDs Corporation and Trung Doan 8‑K 001-34992 1.2 May 26, 2022 10.18 Third Amendment to Convertible Unsecured Promissory Note dated June 6, 2023 between SemiLEDs Corporation and Simplot Taiwan Inc. 8‑K 001-34992 10.1 June 6, 2023 10.19 Third Amendment to Convertible Unsecured Promissory Note dated June 6, 2023 between SemiLEDs Corporation and Trung Doan 8‑K 001-34992 10.2 June 6, 2023 10.20 Second Amendment to Loan Agreement dated January 14, 2022 between SemiLEDs Corporation and J.R. Simplot Company 8‑K 001-34992 1.1 January 18, 2022 10.21 Second Amendment to Loan Agreement dated January 14, 2022 between SemiLEDs Corporation and Trung Doan 8‑K 001-34992 1.2 January 18, 2022 10.22 Third Amendment to Loan Agreement dated January 13, 2023 between SemiLEDs Corporation and J.R. Simplot Company 8‑K 001-34992 1.1 January 18, 2023 10.23 Third Amendment to Loan Agreement dated January 13, 2023 between SemiLEDs Corporation and Trung Doan 8‑K 001-34992 1.2 January 18, 2023 10.24 2010 Equity Incentive Plan, as amended March 17, 2023 DEF14A 001-34992 1.1 April 7, 2023 10.25 Fourth Amendment to Convertible Unsecured Promissory Note dated January 5, 2024 between SemiLEDs Corporation and Simplot Taiwan Inc. 8‑K 001-34992 10.1 January 9, 2024 10.26 Fourth Amendment to Convertible Unsecured Promissory Note dated January 5, 2024 between SemiLEDs Corporation and Trung Doan 8‑K 001-34992 10.2 January 9, 2024 10.27 Fourth Amendment to Loan Agreement dated January 7, 2024 between SemiLEDs Corporation and Simplot Taiwan Inc. 8‑K 001-34992 10.3 January 9, 2024 10.28 Fourth Amendment to Loan Agreement dated January 7, 2024 between SemiLEDs Corporation and Trung Doan 8‑K 001-34992 10.4 January 9, 2024 10.29 Assignment of Loan Agreement dated January 7, 2024 8‑K 001-34992 10.5 January 9, 2024 10.30 Fifth Amendment to Loan Agreement dated February 9, 2024 between SemiLEDs Corporation and Trung Doan 8‑K 001-34992 10.1 February 20, 2024 10.31 Sixth Amendment to Loan Agreement dated July 3, 2024 between SemiLEDs Corporation and Trung Doan 8‑K 001-34992 10.1 July 8, 2024 91 Table of Contents 10.32 Fifth Amendment to Loan Agreement dated January 15, 2025 between SemiLEDs Corporation and Simplot Taiwan Inc. 8‑K 001-34992 10.1 January 15, 2025 10.33 Seventh Amendment to Loan Agreement dated January 15, 2025 between SemiLEDs Corporation and Trung Doan 8‑K 001-34992 10.2 January 15, 2025 10.34 Sixth Amendment to Loan Agreement dated February 28, 2025 between SemiLEDs Corporation and Simplot Taiwan Inc. 8‑K 001-34992 10.1 February 28, 2025 10.35 Letter from KCCW Accountancy Corp. 8‑K 001-34992 16.1 July 11, 2025 10.36 Insider Trading Policy 10‑K 001-34992 19.1 November 27, 2024 10.37 Compensation Recovery Policy 10‑K 001-34992 97 November 27, 2024 21 Subsidiaries of the Registrant X 23.1 Consent of KCCW Accountancy Corp, Independent Registered Public Accounting Firm X 31.1 Certification of Chief Executive Officer Pursuant to Exchange Act Rule 13a‑14(a)/15d‑14(a) X 31.2 Certification of Chief Financial Officer Pursuant to Exchange Act Rule 13a‑14(a)/15d‑14(a) X 32.1* Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X 32.2* Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X 101.INS Inline XBRL Instance Document X 101.SCH Inline XBRL Taxonomy Extension Schema Document X 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) X † Management contract or compensatory arrangement * This certification is deem not filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act. 92 Table of Contents Item 16. Form 10-K Summary None. 93 Table of Contents SIGNAT URES Pursuant to the requirements of Section13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: November 28, 2025 SemiLEDs Corporation By: /s/ TRUNG TRI DOAN Trung Tri Doan Chairman and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ TRUNG TRI DOAN Chairman and Chief Executive Officer (Principal Executive Officer) November 28, 2025 Trung Tri Doan /s/ CHRISTOPHER LEE Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) November 28, 2025 Christopher Lee /s/ SCOTT R. SIMPLOT Director November 28, 2025 Scott R. Simplot /s/ DR. EDWARD KUAN HSIUNG HSIEH Director November 28, 2025 Dr. Edward Kuan Hsiung Hsieh /s/ GOUGH WALTER MICHAEL Director November 28, 2025 Gough Walter Michael /s/ DR. CHRIS CHANG YU Director November 28, 2025 Dr. Chris Chang Yu 94 Table of Contents SEMILEDS CORPORATION SCHEDULE II— VALUATION AND QUALIFYING ACCOUNTS Years Ended August 31, 2025 2024 (In thousands) Allowance for Doubtful Accounts (Including Related Parties): Beginning balance $ 173 $ 173 Charged to bad debt expense 115 — Write-downs charged against the allowance ( 115 ) Effect of exchange rate changes 7 — Ending balance $ 180 $ 173 Years Ended August 31, 2025 2024 (In thousands) Valuation Allowance for Deferred Tax Assets: Beginning balance $ 19,448 $ 23,777 Charged to income tax expense ( 3,355 ) 4,904 Net operating loss carryforward expired ( 2,704 ) ( 10,189 ) Effect of exchange rate changes ( 2,595 ) 956 Ending balance $ 10,794 $ 19,448 95