What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2025-02-25 compared with 2023-08-28 · 922 added, 560 removed, 947 unchanged (61% of the section changed)

2 unchanged sentences

Report of Independent Registered Public Accounting Firm (PCAOB ID :

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets

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Report of Independent Registered Public Accounting Firm

Stockholders and Board of Directors

Super Micro Computer, Inc.

San Jose, California

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of Super Micro Computer, Inc.

(the “Company”) as of June 30, 2024, the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for the year then ended, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at June 30, 2024, and the results of its operations and its cash flows for the year then ended , in conformity with accounting principles generally accepted in the United States of America.

We also have audited the adjustments to the 2023 and 2022 consolidated financial statements to retrospectively apply the stock split, as discussed in Note 1.

In our opinion, such adjustments are appropriate and have been properly applied.

We were not engaged to audit, review, or apply any procedures to the 2023 and 2022 consolidated financial statements of the Company other than with respect to the adjustments and, accordingly, we do not express an opinion or any other form of assurance on the 2023 and 2022 consolidated financial statements taken as a whole.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company's internal control over financial reporting as of June 30, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and our report dated February 25, 2025 expressed an adverse opinion thereon.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements 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 the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

SMCI | 2024 Form 10-K | 64

Valuation of Inventories

As described in Notes 1 and 5 to the consolidated financial statements, the Company’s consolidated inventories balance, which is stated at lower of cost, using weighted average cost method, or net realizable value, was $4.33 billion as of June 30, 2024.

The Company evaluates inventories for excess and obsolescence and lower of cost or net realizable value and, as necessary, writes down the valuation of inventories based on the Company’s review of inventory quantities on hand as compared with inventory aging, forecasted usage and sales, anticipated selling price, product obsolescence and other factors.

We identified the valuation of inventories as a critical audit matter.

Auditing the valuation of inventories, which includes write-down percentages applied to the different inventory categories for the adjustments for excess and obsolescence, involved especially challenging and subjective auditor judgments due to the nature and extent of effort required to address this matter.

The primary procedures we performed to address this critical audit matter included:

• Inquiring of various personnel in the Company including but not limited to finance and operations personnel about the expected product lifecycles and product development plans to understand and evaluate the Company’s methodology for determining inventory that is excess or obsolete and the key assumptions and judgments made as part of the process, including the write-down percentages used to write down the valuation of inventory.

• Assessing management’s estimate of write-down percentages by recalculating inventory turns and historical write-down percentages across multiple fiscal periods and comparing it with the write-down percentages used by management to evaluate management’s ability to accurately estimate excess and obsolete inventory.

• Testing the completeness and accuracy of the underlying data utilized in management’s excess and obsolescence analysis, including the classification of inventory by aging category.

• Assessing the existence of contradictory evidence based on reading the Company’s press releases and industry reports, as well as our observations and inquiries as to changes within the business.

Revenue Recognition from Contracts with Customers

As described in Notes 1 and 3 to the consolidated financial statements, the Company’s total revenue was $14.99 billion for the year ended June 30, 2024.

The Company recognizes revenue upon transfer of control of promised goods or services in a contract.

Transfer of control generally occurs at the point of shipment or upon delivery to the customer.

We identified the auditing of revenue recognition from contracts with customers as a critical audit matter because it involved especially challenging auditor judgment due to the high degree of auditor effort required in performing audit procedures.

The primary procedures we performed to address this critical audit matter included:

• Evaluating revenue transactions on a sample basis by obtaining and inspecting source documents, such as purchase orders, contracts, invoices, proof of shipment or proof of delivery, and proof of subsequent cash receipts.

• Inspecting a sample of credit memos and the related invoice to assess whether they were recorded in the appropriate period.

• Evaluating the completeness and accuracy of information produced by the entity.

• Evaluating the completeness and accuracy of the terms and conditions in certain customer contracts, including confirming the terms and conditions of contracts.

/s/ BDO USA, P.C.

We have served as the Company's auditor since 2024.

San Jose, California

February 25, 2025

SMCI | 2024 Form 10-K | 65

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of Super Micro Computer, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Super Micro Computer, Inc.

and subsidiaries (the "Company") as of June 30, 2023 and 2022, 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, 2023, and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2023, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of June 30, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated August 25, 2023, expressed an unqualified opinion on the Company’s internal control over financial reporting.

We have audited, before the effects of the adjustments to retrospectively apply the stock split discussed in Note 1 to the consolidated financial statements, the consolidated balance sheet of Super Micro Computer, Inc.

and subsidiaries (the "Company") as of June 30, 2023, the related consolidated statements of operations, comprehensive income, stockholders' equity, and cash flows, for the years ended June 30, 2023 and 2022, and the related notes (collectively referred to as the "financial statements") (the June 30, 2023 and 2022 financial statements before the effects of the retrospective adjustments discussed in Note 1 to the financial statements are not presented herein).

In our opinion, the 2023 and 2022 financial statements, before the effects of the adjustments to retrospectively apply the stock split discussed in Note 1 to the financial statements, present fairly, in all material respects, the financial position of the Company as of June 30, 2023, and the results of its operations and its cash flows for the years ended June 30, 2023 and 2022, in conformity with accounting principles generally accepted in the United States of America.

We were not engaged to audit, review, or apply any procedures to the adjustments to retrospectively apply the stock split discussed in Note 1 to the financial statements, and accordingly, we do not express an opinion or any other form of assurance about whether such retrospective adjustments are appropriate and have been properly applied.

Those retrospective adjustments were audited by the successor auditor.

Basis for Opinion

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Our responsibility is to express an opinion on the Company's financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

5 unchanged sentences

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Inventories - Excess and Obsolescence Reserve — Refer to Notes 1 and 5 to the financial statements

Critical Audit Matter Description

The Company’s inventories are stated at lower of cost, using weighted average cost method, or net realizable value.

The Company evaluates inventory on a quarterly basis for excess and obsolescence and lower of cost or net realizable value and, as necessary, writes down the valuation of inventory based upon inventory aging, forecasted usage and sales, anticipated selling price, product obsolescence and other factors.

We identified the excess and obsolescence reserve as a critical audit matter because of judgments made by management in determining the reserve rates applied by inventory aging category to estimate the Company’s excess and obsolescence reserve.

This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the reasonableness of the Company’s reserve rates within its estimation of the inventory excess and obsolescence reserve.

SMCI | 2023 Form 10-K | 51

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the reserve rates applied to the inventory aging categories to estimate the Company’s excess and obsolescence reserve included the following procedures, among others:

• We tested the effectiveness of controls over the review of the calculation of excess and obsolescence reserve based on the Company’s reserve methodology, including management’s evaluation of the reserve rates by inventory aging category using historical data.

• To understand and evaluate the Company’s methodology for determining inventory that is excess or obsolete and the key assumptions and judgments made as part of the process, including the reserve rates, we made inquiries of various personnel in the Company including but not limited to finance and operations personnel about the expected product lifecycles and product development plans.

• We assessed management’s estimate on reserve rates by recalculating historical reserve rates across multiple fiscal periods.

We compared our independently developed historical reserve rates with the reserve rates used by management to evaluate management’s ability to accurately estimate excess and obsolete inventory.

• We tested the accuracy and completeness of the underlying data utilized in management’s excess and obsolescence reserve, including the classification of inventory by aging category.

• We considered the existence of contradictory evidence based on reading of internal communications to management, Company press releases, and industry reports, as well as our observations and inquires as to changes within the business.

/s/ DELOITTE & TOUCHE LLP

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August 25, 2023

We have served as the Company's auditor since fiscal 2003.

We began serving as the Company’s auditor in 2003.

In 2023, we became the predecessor auditor.

SMCI | 2024 Form 10-K | 66

22 unchanged sentences

Income taxes payable 18,268 129,166

Short-term debt 170,123 449,146

Lines of credit and current portion of term loans 402,346 170,123

Deferred revenue 193,052 134,667

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Deferred revenue, non-current 223,324 169,781

Long-term debt 120,179 147,618

Term loans 74,083 120,179

Convertible notes

Other long-term liabilities 67,878 37,947

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Authorized shares:

Outstanding shares:

52,901 and 52,311 at June 30, 2023 and 2022, respectively

Issued shares:

Issued and outstanding shares:

588,087 and 529,014 at June 30, 2024 and 2023, respectively

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Income from operations 1,210,774 761,142 335,167

Other income (expense), net 3,646 8,079 ( 2,834 )

Other income, net 22,717 3,646 8,079

Interest expense ( 19,352 ) ( 10,491 ) ( 6,413 )

1 unchanged sentence

Income tax provision ( 63,294 ) ( 110,666 ) ( 52,876 )

Share of (loss) income from equity investee, net of taxes ( 3,633 ) 1,206 173

Share of income (loss) from equity investee, net of taxes

1,821 ( 3,633 ) 1,206

Net income $ 1,152,666 $ 639,998 $ 285,163

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Net income $ 1,152,666 $ 639,998 $ 285,163

Other comprehensive (loss) income, net of tax:

Foreign currency translation (loss) gain and other ( 223 ) ( 247 ) 605

Other comprehensive income (loss), net of tax:

Foreign currency translation gain (loss) and other

24 ( 223 ) ( 247 )

Net change in defined benefit obligations 43 ( 49 ) 705

Total other comprehensive (loss) income, net of tax ( 272 ) 458 605

Total other comprehensive income (loss), net of tax

67 ( 272 ) 458

Total comprehensive income $ 1,152,733 $ 639,726 $ 285,621

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Additional Paid-In

Capital Treasury Stock Accumulated

Capital Accumulated

Comprehensive

Income Retained

Income (loss)

Earnings Non-controlling Interest Total

Stockholders’

Shares Amount Shares Amount

Shares Amount

Balance at June 30, 2021 505,820,780 $ 438,012 $ 453 $ 657,760 $ 173 $ 1,096,398

Exercise of stock options, net of taxes 1,645,800 28,387 — — — — — 28,387

Release of common stock shares upon vesting of restricted stock units 1,011,406 — — — — — — —

Exercise of stock options 11,977,560 20,994 — — — 20,994

Release shares of common stock upon vesting of restricted stock units

7,636,410 — — — — —

Shares withheld for the withholding tax on vesting of restricted stock units ( 2,324,610 ) ( 10,081 ) — — — ( 10,081 )

Share repurchase and retirement ( 5,542,336 ) ( 175 ) 1,333,125 20,491 — ( 150,316 ) — ( 130,000 )

Stock-based compensation — 32,816 — — — 32,816

Other comprehensive income — — 458 — — 458

Net income — — — — — 111,865 6 111,871

Net income (loss) — — — 285,163 ( 1 ) 285,162

Balance at June 30, 2022 523,110,140 $ 481,741 $ 911 $ 942,923 $ 172 $ 1,425,747

Exercise of stock options, net of taxes 1,197,756 20,994 — — — — — 20,994

Release of common stock shares upon vesting of restricted stock units 763,641 — — — — — — —

Exercise of stock options 14,548,110 30,466 — — — 30,466

Release of shares of common stock upon vesting of restricted stock units

9,936,350 — — — — —

Shares withheld for the withholding tax on vesting of restricted stock units ( 3,047,520 ) ( 28,197 ) — — — ( 28,197 )

Share repurchase and retirement ( 15,533,500 ) ( 91 ) — ( 149,907 ) — ( 149,998 )

Stock-based compensation — 54,433 — — — 54,433

Other comprehensive income — — — — 458 — — 458

Other comprehensive loss — — ( 272 ) — — ( 272 )

Net income (loss) — — — 639,998 ( 7 ) 639,991

Balance at June 30, 2023 529,013,580 $ 538,352 $ 639 $ 1,433,014 $ 165 $ 1,972,170

Exercise of stock options, net of taxes 1,454,811 30,466 — — — — — 30,466

Release of common stock shares upon vesting of restricted stock units 993,635 — — — — — — —

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 the withholding tax on vesting of restricted stock units ( 3,142,910 ) ( 174,354 ) — — — ( 174,354 )

Share repurchases and retirement ( 1,553,350 ) ( 91 ) — — — ( 149,907 ) — ( 149,998 )

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 loss — — — — ( 272 ) — — ( 272 )

Other comprehensive gain

— — 67 — — 67

Net income (loss) — — — 1,152,666 ( 1 ) 1,152,665

9 unchanged sentences

Net income $ 1,152,666 $ 639,998 $ 285,163

Reconciliation of net income to net cash provided by (used in) operating activities:

Depreciation and amortization 34,904 32,471 28,185

Reconciliation of net income to net cash (used in) provided by operating activities:

Depreciation, amortization and non-cash interest

40,985 34,904 32,471

Stock-based compensation expense 231,507 54,433 32,816

Share of loss (income) from equity investee 3,633 ( 1,206 ) ( 173 )

Foreign currency exchange (gain) loss ( 2,619 ) ( 13,747 ) 2,482

Share of (income) loss from equity investee

( 1,821 ) 3,633 ( 1,206 )

Unrealized foreign currency exchange gain ( 531 ) ( 2,619 ) ( 13,747 )

Deferred income taxes, net ( 168,499 ) ( 92,969 ) ( 6,817 )

8 unchanged sentences

679,190 127,135 50,145

Income taxes payable 87,423 29,002 8,041

Accrued liabilities (including changes in related party balances of $( 13,847 ), $( 4,659 ) and $ 148 in fiscal years 2024, 2023 and 2022, respectively)

92,942 ( 50,311 ) 35,891

Income taxes payable

( 110,897 ) 87,423 29,002

Deferred revenue 111,927 70,587 31,544

1 unchanged sentence

8,045 ( 4,424 ) ( 10,557 )

Net cash provided by (used in) operating activities 663,580 ( 440,801 ) 122,955

Net cash (used in) provided by operating activities

( 2,485,972 ) 663,580 ( 440,801 )

INVESTING ACTIVITIES:

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( 124,279 ) ( 36,793 ) ( 45,182 )

Investment in a privately-held company ( 500 ) ( 1,100 ) —

Investment in equity securities ( 69,673 ) ( 500 ) ( 1,100 )

Acquisition, net of cash acquired

2 unchanged sentences

FINANCING ACTIVITIES:

Proceeds from borrowings 1,093,860 1,153,317 127,059

Repayment of debt ( 1,394,391 ) ( 640,695 ) ( 60,629 )

Proceeds from lines of credit and term loans 2,156,529 1,093,860 1,153,317

Repayment of lines of credit and term loans ( 1,967,545 ) ( 1,394,391 ) ( 640,695 )

Payment of other fees for debt financing — — ( 592 )

Proceeds from exercise of stock options, net of taxes 30,466 20,994 28,387

Changes in obligations under capital leases ( 33 ) ( 72 ) 25

Proceeds from exercise of stock options 29,453 30,466 20,994

Payment of withholding tax on vesting of restricted stock units ( 174,354 ) ( 28,197 ) ( 10,081 )

Stock repurchases — ( 149,998 ) —

Net cash (used in) provided by financing activities ( 448,293 ) 522,871 ( 44,440 )

Issuances of common stock in public offerings, net of issuance costs of $ 42,575

2,313,983 — —

Proceeds from issuance of 2029 Convertible Notes, net of issuance costs of $ 29,232

1,695,768 — —

Purchase of capped calls ( 142,140 ) — —

Other 30 ( 33 ) ( 72 )

Net cash provided by (used in) financing activities

3,911,724 ( 448,293 ) 522,871

Effect of exchange rate fluctuations on cash ( 2,191 ) ( 3,400 ) ( 678 )

2 unchanged sentences

Cash, cash equivalents and restricted cash at end of year $ 1,670,273 $ 440,960 $ 268,559

SMCI | 2024 Form 10-K | 71

Supplemental disclosure of cash flow information:

1 unchanged sentence

Cash paid for taxes, net of refunds $ 392,020 $ 114,963 $ 19,690

SMCI | 2023 Form 10-K | 57

Non-cash investing and financing activities:

2 unchanged sentences

Right of use ("ROU") assets obtained in exchange for operating lease commitments $ 32,581 $ 3,197 $ 11,151

Transfer of inventory to property, plant and equipment, net

$ 12,535 $ — $ —

See accompanying notes to consolidated financial statements.

7 unchanged sentences

Super Micro Computer develops and provides high performance server and storage solutions based upon an innovative, modular and open-standard architecture.

Super Micro Computer has operations primarily in the United States, the Netherlands, Taiwan, China and Japan.

Super Micro Computer has operations primarily in the United States, Taiwan, the Netherlands, China and Japan.

Basis of Presentation

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Investments in equity securities which do not have readily determinable fair values and for which the Company is not able to exercise significant influence over the investee are accounted for under the measurement alternative which is the cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar securities of the same investee.

During the year ended June 30, 2023, the Company completed the acquisition of 100 % of the common shares of Gemini Open Cloud Computing Inc.

(“Gemini”) for a total purchase consideration of $ 2.5 million, subject to a holdback of $ 0.3 million due one year from the closing date of the acquisition.

The revenue and results of operations of Gemini since the acquisition date on April 17, 2023 were not material and have been included in the Company’s consolidated financial statements for fiscal 2023.

The purchase price was allocated to tangible and identified intangible assets acquired and liabilities assumed based on estimated fair values.

The goodwill is primarily attributable to the planned growth in the combined business of Super Micro Computer and Gemini.

Goodwill of $ 1.8 million is recorded within other assets in the consolidated balance sheets and is not amortized to earnings, but instead is reviewed for impairment at least annually, absent any interim indicators of impairment.

Goodwill recognized in the acquisition is not expected to be deductible for foreign tax purposes.

Acquisition-related costs attributable to Gemini were not material and included in selling, general and administrative expense for the year ended June 30, 2023.

Pro forma earnings and revenues as if this acquisition had occurred at the beginning of fiscal 2022 were not presented as they were not material.

Certain prior year balances have been reclassified to conform with the current year financial statement presentation.

In order to conform with current period presentation Investment in Equity Investee has been grouped with Other Assets on the consolidated balance sheet as of June 30, 2022.

Additionally, certain prior year amounts within cash from operating activities in the consolidated statements of cash flows have been reclassified to conform to current year presentation.

These changes in presentation do not affect previously reported results.

During the year ended June 30, 2023, the Company acquired 100 % of Gemini Open Cloud Computing Inc.

("Gemini") for $ 2.5 million.

The purchase price was allocated to tangible and intangible assets and liabilities based on fair values and goodwill of $ 1.8 million, attributed to planned growth, was recorded within other assets and reviewed annually for impairment.

Goodwill is not expected to be tax-deductible.

Acquisition-related costs were immaterial and included in general and administrative expenses.

Gemini's post-acquisition revenue and results were immaterial.

Pro forma earnings and revenues are not presented as they were not material.

On June 28, 2024, Gemini was merged with and into our Taiwan operations, further integrating its capabilities within our global framework.

The Company has agreements with certain contract manufacturers that allow the Company to offset receivables and payables with those counterparties.

As of June 30, 2024 the gross amount recorded within the consolidated balance sheet in Other receivable and Accounts Payable was $ 14.0 million and $ 38.3 million, respectively.

Forward Stock Split

On September 30, 2024, the Company completed a 10 -for-1 forward split of its common stock.

Trading on a split-adjusted basis commenced on October 1, 2024.

All references to shares of common stock and per share amounts contained in this Annual Report have been retroactively adjusted to reflect the stock split.

SMCI | 2024 Form 10-K | 73

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GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

Such estimates include, but are not limited to revenue recognition, allowances for credit losses and sales returns, inventory valuation, useful lives of property, plant and equipment, product warranty accruals, stock-based compensation, impairment of investments and long-lived assets, and income taxes.

The Company’s estimates are evaluated on an ongoing basis and changes in the estimates are recognized prospectively.

Actual results could differ from those estimates.

These estimates and judgements have not fluctuated significantly for the fiscal year ended June 30, 2023 compared to prior fiscal years.

The Company considered estimates of the economic implications of the COVID-19 pandemic pressures, global economic recession, inflation and increased interest rates on its critical and significant accounting estimates, including an assessment of the collectability of each customer contract as part of the revenue recognition process, assessment of the valuation of accounts receivable, assessment of provision for excess and obsolete inventory and an impairment of long-lived assets.

Actual results could differ materially from those estimates.

These estimates and judgments are based on historical facts and various other assumptions that the Company believes are reasonable.

Fair Value of Financial Instruments

9 unchanged sentences

• Level 3 - Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

Accounts receivable and accounts payable are carried at cost, which approximates fair value due to the short maturity of these instruments.

Accounts receivable, other assets, accounts payable and accrued liabilities are carried at cost, which approximates fair value due to the short maturity of these instruments.

Cash equivalents, certificates of deposit and the investment in an auction rate security are carried at fair value.

Short-term and long-term debt is carried at amortized cost, which approximates its fair value based on borrowing rates currently available to the Company for loans with similar terms.

Cash and Cash Equivalents

Short-term and long-term debt and 2029 Convertible Notes are all carried at amortized cost.

Cash, Cash Equivalents and Restricted Cash

The Company considers all highly liquid instruments with an original maturity of three months or less from the date of purchase to be cash equivalents.

Cash equivalents consist primarily of money market funds and certificates of deposit with original maturities of less than three months.

Restricted Cash

Restricted cash is comprised of amounts held in bank accounts which are controlled by the lenders pursuant to the terms of certain debt agreements, certificates of deposit primarily related to leases and customs requirements, and money market accounts held in escrow pursuant to the Company’s workers’ compensation program.

These restricted cash balances have been excluded from the Company's cash and cash equivalents balance.

These restricted cash balances have been excluded from the Company's cash and cash equivalents balance and are included in Other assets on the Company’s consolidated balance sheet.

June 30, 2024 June 30, 2023

Cash and cash equivalents $ 1,669,766 $ 440,459

Restricted cash included in other assets 507 501

Total cash, cash equivalents and restricted cash $ 1,670,273 $ 440,960

SMCI | 2024 Form 10-K | 74

3 unchanged sentences

Net realizable value is the estimated selling price of the Company's products in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.

Inventories consist of purchased parts and raw materials (principally electronic components), work in process (principally products being assembled) and finished goods.

Inventories consist of raw materials (principally electronic components), work in process (principally products being assembled) and finished goods.

The Company evaluates inventory on a quarterly basis for excess and obsolescence and lower of cost or net realizable value and, as necessary, writes down the valuation of inventories based upon the Company's inventory aging, forecasted usage and sales, anticipated selling price, product obsolescence and other factors.

16 unchanged sentences

Revenue Recognition

The Company generates revenues from the sale of server and storage systems, subsystems, accessories, services, server software management solutions, and support services.

The Company generates revenues from the sale of server and storage systems, subsystems, accessories and services.

Product sales .

The Company recognizes 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 uncertain.

Products sold by the Company are delivered via shipment from the Company’s facilities or drop shipment directly to its customers from a Company vendor.

Determining the point in time that control transfers to the customer requires judgment.

Products sold by the Company are shipped from the Company’s facilities or drop shipped from the Company's vendors.

The Company 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.

SMCI | 2023 Form 10-K | 61

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The Company applies judgment in determining the transaction price as the Company 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, the Company estimates reserves for future sales returns based on a review of its history of actual returns for each major product line.

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.

The Company also reduces revenue for the estimated costs of customer and distributor programs and incentive offerings such as price protection and rebates as well as the estimated costs of cooperative marketing arrangements where the fair value of the benefit derived from the costs cannot be reasonably estimated.

Any provision for customer and distributor programs and other discounts is recorded as a reduction of revenue at the time of sale based on an evaluation of the contract terms and historical experience.

SMCI | 2024 Form 10-K | 75

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Services sales .

7 unchanged sentences

The Company assesses whether each promised good or service is distinct for the purpose of identifying the performance obligations in the contract.

This assessment involves subjective determinations and 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.

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 the Company, 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.

Revenue allocated to each performance obligation is recognized at the time the related performance obligation is satisfied by transferring control of the promised good or service to a customer.

If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation.

1 unchanged sentence

The Company recognizes 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 judgement.

Determining the relative SSP for contracts that contain multiple performance obligations requires significant judgment.

The Company determines SSP based on the price at which the performance obligation is sold separately.

If the SSP is not observable through past transactions, the Company applies judgment to estimate the SSP.

For substantially all performance obligations, the Company is able to establish the SSP based on the observable prices of products or services sold separately in comparable circumstances to similar customers.

For all performance obligations, the Company is able to establish the SSP by maximizing the use of observable inputs.

The Company typically establishes an SSP range for its products and services, which is reassessed on a periodic basis or when facts and circumstances change.

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The Company also recognizes deferred revenue when it has an unconditional right to consideration (i.e., a receivable) before transfer of control of goods or services to a customer.

The Company considers shipping & handling activities as costs to fulfill the sales of products.

Shipping revenue is 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.

Taxes imposed by governmental authorities on the Company's revenue producing activities with customers, such as sales taxes and value added taxes, are excluded from net sales and included in operating expenses.

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.

The Company has 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 the Company's 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

The Company records amounts as accounts receivable when the Company’s 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.

Customers are subjected to a credit review process that evaluates each customer’s financial position and ability and intent to pay.

On a quarterly basis, the Company makes estimates of its uncollectible accounts receivable by analyzing the aging of accounts receivable, history of bad debts, customer creditworthiness, current economic trends, and reasonable economic forecasts that affect collectability to evaluate the adequacy of the allowance for credit losses.

For further details on the Company's allowance for credit losses, see Note 4, “Accounts Receivable Allowances” in the Notes to the Consolidated Financial Statements.

SMCI | 2024 Form 10-K | 76

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Allowance for Credit Losses

Customers are subjected to a credit review process that evaluates each customer’s financial position and ability and intent to pay.

On a quarterly basis, the Company makes estimates of its uncollectible accounts receivable by analyzing the aging of accounts receivable, history of bad debts, customer concentrations, customer-credit-worthiness, and current economic trends to evaluate the adequacy of the allowance for credit losses.

The Company's recovery of net of allowance for credit losses was $( 0.01 ) million, $( 0.8 ) million, and $( 0.8 ) million in fiscal years 2023, 2022 and 2021, respectively.

Cost of Sales

4 unchanged sentences

Therefore, these warranties are not considered separate performance obligations in the arrangement.

Based on historical experience, the Company accrues for estimated returns of defective products at the time revenue is recognized.

The Company monitors warranty obligations and may make revisions to its warranty reserve if actual costs of product repair and replacement are significantly higher or lower than estimated.

Based on historical experience, the Company accrues estimated returns of defective products at the time revenue is recognized.

The Company monitors warranty obligations and may revise its warranty reserve if actual costs of product repair and replacement are significantly higher or lower than estimated.

Accruals for anticipated future warranty costs are recorded to cost of sales and included in accrued liabilities and other long-term liabilities.

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All research and development costs are expensed as incurred.

The Company occasionally receives funding from certain suppliers and customers towards its development efforts.

Such amounts are recorded as a reduction of research and development expenses and were $ 20.0 million, $ 8.2 million, and $ 10.9 million for the fiscal years ended June 30, 2023, 2022 and 2021, respectively.

The Company occasionally receives funding from certain suppliers and customers towards its development efforts and such amounts are recorded as a reduction of research and development expenses and were $ 21.5 million, $ 20.0 million, and $ 8.2 million for the fiscal years ended June 30, 2024, 2023 and 2022, 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.

2 unchanged sentences

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 the Company's vendors, are expensed as incurred.

Total advertising and promotional expenses were $ 10.7 million, $ 2.0 million and $ 0.1 million for the fiscal years ended June 30, 2024, 2023 and 2022, respectively.

SMCI | 2024 Form 10-K | 77

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Advertising Costs

Advertising costs, net of reimbursements received under the cooperative marketing arrangements with the Company's vendors, are expensed as incurred.

Total advertising and promotional expenses were $ 2.0 million, $ 0.1 million and $ 4.1 million for the fiscal years ended June 30, 2023, 2022 and 2021, respectively, net of credits from marketing development funds.

Stock-Based Compensation

8 unchanged sentences

Previously recognized compensation expense is not reversed if vested stock options, RSUs or PRSUs for which the requisite service has been rendered and the performance condition has been met expire unexercised or are not settled.

The fair value of RSUs and PRSUs is based on the closing market price of the Company's common stock on the date of grant.

The fair value of RSUs and PRSUs is based on the closing market price of the Company's common stock on the date of the grant.

The fair value of stock options with a market condition is estimated, at the date of grant, using the Monte Carlo Simulation model.

The Company estimates the fair value of stock options granted using a Black-Scholes option pricing model.

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The expected volatility is based on the historical volatility of the Company’s common stock.

The risk-free interest rate is based on the United States Treasury zero coupon issues in effect at the time of grant for periods corresponding with the expected term of option.

The fair value is then amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period.

The Company has arrangements for the right to use certain of its office, warehouse spaces and other premises, and equipment.

The Company has arrangements for the right to use its office, warehouse spaces and other premises, and equipment.

The Company determines at inception if an arrangement is or contains a lease.

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Operating Leases

For operating leases with lease terms of more than 12 months, operating lease ROU assets are recorded in long-term other assets, and lease liabilities are recorded in accrued liabilities and other long-term liabilities on the consolidated balance sheet.

The Company's lease term includes options to extend or terminate the lease when it is reasonably certain that it will exercise that option.

The Company elected to apply the short-term lease recognition exemption and does not recognize ROU asset and lease liabilities for leases with an initial term of 12 months or less and recognizes as expense the payments under such leases on a straight-line basis over the lease term.

The Company's leases with an initial term of 12 months or less are immaterial.

SMCI | 2023 Form 10-K | 64

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Operating lease ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments over the lease term.

Operating lease ROU assets and liabilities are recognized at lease commencement based on the present value of the remaining lease payments discounted using the Company’s incremental borrowing rate as the interest rate implicit in the lease arrangements is not readily determinable.

The incremental borrowing rate is estimated to be the interest rate on a fully collateralized basis with similar terms and payments and in the economic environment where the leased asset is located.

The incremental borrowing rate is estimated to be the interest rate that the Company would have to pay to borrow on a fully collateralized basis with similar terms and payments and in the economic environment where the leased asset is located.

Operating lease ROU assets also include initial direct costs incurred, prepaid lease payments, minus any lease incentives.

1 unchanged sentence

The Company accounts for fixed payments for lease and non-lease components as a single lease component which increases the amount of ROU assets and liabilities.

Non-lease components that are variable costs, such as common area maintenance, are expensed as incurred and not included in the ROU assets and lease liabilities.

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.

SMCI | 2024 Form 10-K | 78

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

For operating leases with lease terms of more than 12 months, operating lease ROU assets are recorded in other assets, and lease liabilities are recorded in accrued liabilities and other long-term liabilities on the consolidated balance sheet.

ROU assets recorded in Other assets as of June 30, 2024 and 2023 were $ 34.6 million and $ 18.9 million, respectively.

The Company's lease term includes periods covered by options to extend the lease when it is reasonably certain that it will exercise that option.

The Company’s lease term includes periods covered by an option to terminate the lease when it is reasonably certain that it will not exercise that option.

The Company's leases with an initial term of 12 months or less are immaterial.

Finance Leases

Assets under finance leases are recorded in property, plant and equipment, net and lease liabilities are included in accrued liabilities and other long-term liabilities on the consolidated balance sheet.

ROU assets under finance leases are recorded in property, plant and equipment, net and lease liabilities are included in accrued liabilities and other long-term liabilities on the consolidated balance sheet.

Finance lease interest expense is recognized based on an effective interest method and depreciation of assets is recorded on a straight-line basis over the shorter of the lease term and useful life of the asset.

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If the Company is not the primary beneficiary in a VIE, the Company accounts for the investment or other variable interest in accordance with applicable GAAP.

SMCI | 2023 Form 10-K | 65

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The Company has concluded that Ablecom Technology, Inc.

2 unchanged sentences

however, the Company is not the primary beneficiary as it does not have the power to direct the activities that are most significant to the entities and therefore, the Company does not consolidate these entities.

In performing its analysis, the Company considered its explicit arrangements with Ablecom and Compuware, all contractual arrangements with these entities.

Also, as a result of the substantial related party relationships between the Company and these entities, the Company considered whether any implicit arrangements exist that would cause the Company to protect these related parties’ interests from suffering losses.

In performing its analysis, the Company considered its explicit arrangements with Ablecom and Compuware, and all contractual arrangements with these entities.

Also, because of the substantial related party relationships between the Company and these entities, the Company considered whether any implicit arrangements exist that would cause the Company to protect these related parties’ interests from suffering losses.

The Company determined it has no material implicit arrangements with Ablecom, Compuware or their shareholders.

SMCI | 2024 Form 10-K | 79

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The Company and Ablecom jointly established Super Micro Asia Science and Technology Park, Inc.

6 unchanged sentences

The functional currency of the Company’s international subsidiaries is the U.S.

dollar, with the exception of Super Micro Asia and Technology Park, Inc., a consolidated variable interest entity, and Gemini.

dollar, except for Super Micro Asia and Technology Park, Inc., a consolidated variable interest entity.

Monetary assets and liabilities of the Company's international subsidiaries that are denominated in foreign currency are remeasured into U.S.

5 unchanged sentences

Remeasurement of foreign currency accounts and resulting foreign exchange transaction gains and losses, are reflected in the consolidated statements of operations in other income (expense), net.

Realized and unrealized foreign exchange gain for fiscal years 2024, 2023 and 2022 was $ 6.3 million, $ 0.2 million and $ 7.7 million, respectively.

The functional currency of Super Micro Asia and Technology Park, Inc.

and Gemini is New Taiwanese Dollar (“NTD”).

is New Taiwanese Dollar (“NTD”).

Assets and liabilities are translated to U.S.

9 unchanged sentences

Diluted net income per common share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if the potentially dilutive securities had been issued.

Potentially dilutive securities include outstanding stock options and unvested RSUs and PRSUs.

Potentially dilutive securities include outstanding stock options, unvested RSUs and PRSUs and a 0.00 % Convertible Senior Notes due 2029 (the "2029 Convertible Notes").

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.

Contingently issuable shares are considered for 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.

Under the treasury stock method, an increase in the fair market value of the Company's common stock results in a greater dilutive effect from outstanding stock options and RSUs and PRSUs.

Additionally, the exercise of stock options and the vesting of RSUs results in a further dilutive effect on net income per share.

SMCI | 2024 Form 10-K | 80

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Under the treasury stock method, an increase in the fair market value of the Company's common stock results in a greater dilutive effect from outstanding stock options and RSUs and PRSUs.

Additionally, the exercise of stock options and the vesting of RSUs results in a further dilutive effect on net income per share.

The computation of basic and diluted net income per common share is as follows (in thousands, except per share amounts):

1 unchanged sentence

2024 2023 2022

Net income - basic

$ 1,152,666 $ 639,998 $ 285,163

Weighted-average shares outstanding

Convertible Notes interest charge, net of tax

Net income - diluted

$ 1,154,146 $ 639,998 $ 285,163

Weighted-average shares outstanding - basic

555,878 529,249 514,785

Effect of dilutive Convertible Notes

Effect of dilutive securities

41,876 30,455 21,370

Weighted-average diluted shares

Weighted-average shares outstanding - diluted

602,146 559,704 536,155

Basic net income per common share $ 12.09 $ 5.54 $ 2.19

Diluted net income per common share $ 11.43 $ 5.32 $ 2.09

Net income per common share - basic

$ 2.07 $ 1.21 $ 0.55

Net income per common share - diluted

$ 1.92 $ 1.14 $ 0.53

For the fiscal years ended June 30, 2024, 2023 and 2022, the Company had stock options, RSUs and PRSUs outstanding that could potentially dilute basic earnings per share in the future but were excluded from the computation of diluted net income per share in the periods presented, as their effect would have been anti-dilutive.

The anti-dilutive common share equivalents resulting from outstanding equity awards were 2,700,010 , 1,777,950 , and 4,755,290 for the fiscal years ended June 30, 2024, 2023 and 2022, respectively.

Potentially dilutive shares of common stock issuable upon conversion of the Company's outstanding 2029 Convertible Notes are determined using the if-converted method.

For the fiscal year ended June 30, 2024, all such shares issuable upon conversion of the 2029 Convertible Notes, were dilutive.

Concentration of Supplier Risk

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Shortages could occur in these materials due to an interruption of supply or increased demand in the industry.

Two suppliers accounted for 13.5 % and 30.7 % of total purchases for the fiscal year ended June 30, 2023.

The same two suppliers accounted for 18.1 % and 11.4 % of total purchases for the fiscal year ended June 30, 2022.

The same two suppliers accounted for 20.3 % and 11.8 % of total purchases for the fiscal years ended June 30, 2021.

Purchases from Ablecom and Compuware, related parties of the Company as noted in Part II, Item 8, Note 9, "Related Party Transactions," accounted for a combined 6.6 %, 8.3 %, and 7.8 % of total cost of sales for the fiscal years ended June 30, 2023, 2022 and 2021, respectively.

Two suppliers accounted for below percentage of total purchases:

June 30, 2024 June 30, 2023 June 30, 2022

Percentage of total purchases

Supplier A 65.4 % 30.7 % 11.4 %

6.3 % 13.5 % 18.1 %

The increase in the concentration of the Company's total purchases from supplier A to 65.4 % of total purchases for the year ended June 30, 2024 is as a result of the purchase of key components to build its solutions for the Company's customers.

Purchases from Ablecom and Compuware, related parties of the Company as noted in Note 10, "Related Party Transactions" in the Notes to the Consolidated Financial Statements, accounted for a combined 4.3 %, 6.6 %, and 8.3 % of total cost of sales for the fiscal years ended June 30, 2024, 2023 and 2022, respectively.

SMCI | 2024 Form 10-K | 81

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Concentration of Credit Risk

Financial instruments which potentially subject the Company to concentration of credit risk consist primarily of cash and cash equivalents, restricted cash, investment in an auction rate security and accounts receivable.

No single customer accounted for 10% or more of the net sales in any of fiscal years 2023, 2022 and 2021.

Two customers accounted for 22.9 % and 19.3 % of accounts receivable, net as of June 30, 2023 and another customer accounted for 21.7 % of accounts receivable, net as of June 30, 2022.

Financial instruments which potentially subject the Company to concentration of credit risk consist primarily of cash and cash equivalents, restricted cash and accounts receivable.

The Company deposits cash with high-quality financial institutions.

These deposits are guaranteed by the federal deposit insurance corporation up to an insurance limit.

Significant customer information is as follows:

June 30, 2024 June 30, 2023

Percentage of accounts receivable

15.4 % 22.9 %

These accounts receivable represent a concentration of credit risk to the Company.

Concentration of Customer Risk

One single customer accounted for 20 % of the net sales in fiscal year 2024.

No single customer accounted for 10% or more of the net sales in fiscal year 2023 and 2022.

Treasury Stock

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Retired treasury shares revert to the status of authorized but unissued shares.

SMCI | 2023 Form 10-K | 67

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Accounting Pronouncements Recently Adopted

In December 2019, the FASB issued amended guidance, Simplifying the Accounting for Income Taxes, to remove certain exceptions to the general principles from ASC 740 - Income Taxes, and to improve consistent application of U.S.

GAAP for other areas of ASC 740 by clarifying and amending existing guidance.

The guidance is effective for the Company from July 1, 2021.

The adoption of the guidance in the fiscal year ended 2022 did not have a material impact on its consolidated financial statements and disclosures.

In March 2020, the FASB issued authoritative guidance, Facilitation of the Effects of Reference Rate Reform on Financial Reporting.

The new guidance provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference London Interbank Offered Rate ("LIBOR") or another reference rate expected to be discontinued.

This ASU provides optional expedients and exceptions for applying U.S.

GAAP to contracts affected by reference rate reform if certain criteria are met.

In December 2022, FASB issued ASU 2022-06 (ASC Topic 848) and deferred the sunset date from December 31, 2022 to December 31, 2024.

The Company adopted the guidance in the quarter ended June 30, 2023 on a prospective basis and has transitioned from an interest rate based on LIBOR to Secured Overnight Financing Rate ("SOFR").

The adoption of this ASU did not have a material impact on the Company's consolidated financial statements.

Fair Value Disclosure

The financial instruments of the Company measured at fair value on a recurring basis are included in cash equivalents, other assets and accrued liabilities.

The Company classifies its financial instruments, except for its investment in an auction rate security, within Level 1 or Level 2 in the fair value hierarchy because the Company uses quoted prices in active markets or alternative pricing sources and models using market observable inputs to determine their fair value.

The Company’s investment in an auction rate security is classified within Level 3 of the fair value hierarchy as the determination of its fair value was not based on observable inputs as of June 30, 2023 and June 30, 2022.

See Part II, Item 8, Note 1, "Organization and Summary of Significant Accounting Policies," for a discussion of the Company’s policies regarding the fair value hierarchy.

The Company is using the discounted cash flow method to estimate the fair value of the auction rate security at each period end and the following assumptions:

(i) the expected yield based on observable market rate of similar securities, (ii) the security coupon rate that is reset monthly, (iii) the estimated holding period and (iv) a liquidity discount.

The liquidity discount assumption is based on the management estimate of lack of marketability discount of similar securities and is determined based on the analysis of financial market trends over time, recent redemptions of securities and other market activities.

The Company performed a sensitivity analysis and applying a change of either plus or minus 100 basis points in the liquidity discount does not result in a significantly higher or lower fair value measurement of the auction rate security as of June 30, 2023.

Accounting Pronouncements Not Yet Adopted

In November 2023, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures.

This ASU requires that a public entity provide additional segment disclosures on an interim and annual basis.

The amendments in this ASU should be applied retrospectively to all prior periods presented in the financial statements unless impracticable.

Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption.

The ASU is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The ASU is effective for the Company’s fiscal year beginning July 1, 2024, and for the interim period beginning July 1, 2025.

The Company is currently evaluating this guidance and the impact it may have on its financial statement 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.

The standard is effective for annual periods beginning after December 15, 2024.

Early adoption is permitted and should be applied prospectively, with retrospective application permitted.

The ASU is effective for the Company’s fiscal year beginning July 1, 2025.

The Company is currently evaluating this guidance and the impact it may have on its financial statement disclosures.

SMCI | 2024 Form 10-K | 82

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Financial Assets and Liabilities Measured on a Recurring Basis

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.

The ASU may be applied prospectively or retrospectively and is effective for fiscal years beginning after December 15, 2026 and for the interim periods beginning after December 15, 2027.

Early adoption is permitted.

The ASU is effective for the Company’s fiscal year beginning July 1, 2027, and for the interim period beginning July 1, 2028.

The Company is currently evaluating this guidance and the impact it may have on its financial statement disclosures.

Financial Instruments and Fair Value Measurements

The Company classifies its financial instruments, except for its 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 the Company uses quoted prices in active markets or alternative pricing sources and models using market observable inputs to determine their fair value.

Financial Instruments Measured on a Recurring Basis

The financial instruments of the Company measured at fair value on a recurring basis are included in cash equivalents and other assets.

The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, accounts receivable, other assets, accounts payable and accrued liabilities approximate their fair values due to their relatively short maturities.

The following table sets forth the Company’s financial instruments as of June 30, 2024 and 2023, which are measured at fair value on a recurring basis by level within the fair value hierarchy.

4 unchanged sentences

Certificates of deposit — 486 — 486

Investment in marketable equity security 3,686 — — 3,686

Auction rate security — — 1,829 1,829

7 unchanged sentences

(1) $ 0.1 million and $ 20.6 million in money market funds are included in cash and cash equivalents and $ 0.2 million and $ 0.2 million in money market funds are included in restricted cash, non-current in Other assets in the consolidated balance sheets as of June 30, 2024 and 2023, respectively.

(2) $ 0.2 million and $ 0.2 million in certificates of deposit are included in cash and cash equivalents, $ 0.1 million and $ 0.3 million in certificates of deposit are included in prepaid expenses and other assets, and $ 0.2 million and $ 0.3 million in certificates of deposit are included in restricted cash, non-current in other assets in the consolidated balance sheets as of June 30, 2023 and 2022, respectively.

On a quarterly basis, the Company also evaluates the current expected credit loss by considering factors such as historical experience, market data, issuer-specific factors, and current economic conditions.

For the fiscal year ended June 30, 2023 and 2022, the credit losses related to the Company’s investments were not material.

There was an immaterial movement in the balances of the Company's financial assets measured at fair value on a recurring basis, consisting of investment in an auction rate security, using significant unobservable inputs (Level 3) for fiscal years 2023 and 2022.

There were no transfers between Level 1, Level 2 or Level 3 financial instruments in fiscal years 2023 and 2022.

The following is a summary of the Company’s investment in an auction rate security as of June 30, 2023 and 2022 (in thousands):

June 30, 2023

Cost Basis Gross

Losses Fair Value

Auction rate security $ 1,750 $ 287 $ ( 194 ) $ 1,843

June 30, 2022

Cost Basis Gross

Losses Fair Value

Auction rate security $ 1,750 $ — $ ( 160 ) $ 1,590

The carrying amounts of money market funds and certificates of deposit approximate their fair values due to their relatively short maturities.

The investment in marketable equity security is carried at fair value using values available on a public exchange and is based on a Level 1 input.

The unrealized gains and losses of the investment are included in earnings.

During the fiscal year ended June 30, 2024, the Company invested $ 5.0 million in a marketable equity security recorded in Prepaid expenses and other

SMCI | 2024 Form 10-K | 83

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

For the fiscal year ended June 30, 2023, the Company recognized $ 0.3 million of unrealized gain for the auction rate security in other comprehensive income based on the current valuation.

For the fiscal year ended June 30, 2022, the Company recognized $ 0.03 million of unrealized gain for the auction rate security in other comprehensive income based on the current valuation.

For the fiscal year ended June 30, 2021, the Company's loss recognized in other comprehensive income for the auction rate security was immaterial.

The Company measures the fair value of outstanding debt for disclosure purposes on a recurring basis.

current assets on the consolidated balance sheets.

An unrealized loss of $ 1.3 million has been recorded in other income, net in the consolidated statement of operations for the fiscal year ended June 30, 2024.

The Company’s investment in an auction rate security is classified as an available for sale security within Level 3 of the fair value hierarchy as the determination of its fair value was not based on observable inputs as of June 30, 2024 and June 30, 2023.

See Note 1, "Organization and Summary of Significant Accounting Policies" in the Notes to the Consolidated Financial Statements for a discussion of the Company’s policies regarding the fair value hierarchy.

The Company is using the discounted cash flow method to estimate the fair value of the auction rate security at each period end and using the following assumptions:

(i) the expected yield based on observable market rate of similar securities, (ii) the security coupon rate that is reset monthly, (iii) the estimated holding period and (iv) a liquidity discount.

For the fiscal year ended June 30, 2024, 2023 and 2022, the unrealized gains and losses for the auction rate security in other comprehensive income are immaterial .

For the fiscal year ended June 30, 2024 and 2023, the credit losses related to the Company’s investments were not material.

There were no transfers between Level 1, Level 2 or Level 3 financial instruments in fiscal years 2024 and 2023.

Financial Instruments Measured at Fair Value on a Non-Recurring Basis

The Company's non-marketable equity securities consist of investments in privately held companies without readily determinable fair values and are classified as Level 2 in the fair value hierarchy.

The Company invested $ 64.5 million during the fiscal year ended June 30, 2024 and an immaterial amount in the fiscal year ended June 30, 2023.

The Company accounts for these investments at cost less impairment, if any, plus or minus changes from observable price changes in orderly transactions for the identical or similar investments by the same issuer.

The Company performed a qualitative assessment to identify impairment indicators and recorded an impairment of $ 11.6 million during the fiscal year ended June 30, 2024 and $ 0 during the fiscal years ended June 30, 2023 and 2022, in other income, net on the consolidated statement of operations.

As of June 30, 2024, the Company had $ 54.6 million of investments in privately held companies recorded in Other assets on the consolidated balance sheets for which the measurement alternative was elected.

As of June 30, 2023, the investment in privately held companies is immaterial .

Financial Instruments Not Recorded at Fair Value

The Company estimates the fair value of outstanding debt and 2029 Convertible Notes for disclosure purposes on a recurring basis.

As of June 30, 2024 and 2023, total debt of $ 476.4 million and $ 290.3 million, respectively, is reported at amortized cost.

This outstanding debt is classified as Level 2 as it is not actively traded.

The amortized cost of the outstanding debt approximates the fair value.

Other Financial Assets - Investments into Non-Marketable Equity Securities

The Company's non-marketable equity securities are investments in privately held companies without readily determinable fair values in the amount of $ 1.7 million and $ 1.2 million as of June 30, 2023, and 2022, respectively.

The Company accounts for these investments at cost minus impairment, if any, plus or minus changes from observable price changes in orderly transactions for the identical or similar investments by the same issuer.

During the years ended June 30, 2023 and 2022, the Company did not record any upward or downward adjustments to the carrying values of the non-marketable equity securities related to observable price changes.

The Company also did not record any impairment to the carrying values of the non-marketable equity securities during fiscal year 2023, 2022 and 2021.

The outstanding debt is categorized as Level 2 as it is not actively traded.

The carrying value approximates fair value.

The estimated fair value of the 2029 Convertible Notes was $ 1,734.6 million as of June 30, 2024.

The 2029 Convertible Notes are categorized as Level 2 since their fair value is based on Level 2 inputs of quoted prices.

Disaggregation of Revenue

The Company disaggregates revenue by type of product and geographical market in order to depict the nature, amount, and timing of revenue and cash flows.

Service revenues, which are less than 10%, are not a significant component of total revenue and are aggregated within the respective categories.

SMCI | 2024 Form 10-K | 84

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The Company disaggregates revenue by type of product and geographical region to depict the nature, amount, and timing of revenue and cash flows.

Service and software revenues, which are less than 10%, are not a significant component of total revenue and are aggregated with server and storage systems revenue.

The following is a summary of net sales by product type (in thousands):

4 unchanged sentences

Total $ 14,989,251 $ 7,123,482 $ 5,196,099

Server and storage systems constitute an assembly and integration of subsystems and accessories, and related services.

Subsystems and accessories are comprised of serverboards, chassis and accessories.

SMCI | 2023 Form 10-K | 70

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Server and storage systems constitute an assembly and integration of subsystems and accessories, software, and related services.

Subsystems and accessories are comprised of server boards, chassis and accessories.

Revenue related to services for fiscal year June 30, 2024 was $ 152.1 million, which is recognized over time ratably over the contract term.

International net sales are based on the country and geographical region to which the products were shipped.

10 unchanged sentences

In certain instances, customers may prepay for products and services in advance of delivery.

Receivables relate to the Company’s unconditional right to consideration for performance obligations either partially or fully completed.

Receivables represent the Company’s 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 the Company has transferred to a customer when such right is conditional on something other than the passage of time.

2 unchanged sentences

The Company’s 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 advance consideration received from non-cancellable non-refundable contract liabilities relating to the sale of future products.

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, 2024, which was included in the opening deferred revenue balance as of June 30, 2023, of $ 304.4 million, was $ 130.7 million.

Revenue recognized during fiscal year ended June 30, 2023, which was included in the opening deferred revenue balance as of June 30, 2022, of $ 233.8 million, was $ 109.0 million.

Deferred revenue increased $ 111.9 million as of June 30, 2024, as compared to the fiscal year ended June 30, 2023.

This increase was mainly due to deferral on invoiced amounts for service contracts during the period exceeding the recognized revenue from contracts entered into in prior periods.

This was accompanied by a $ 5.4 million increase in non-cancellable non-refundable advance consideration or cash consideration received from customers which preceded the Company's satisfaction of the associated performance obligations relating to product sales expected to be fulfilled in the next 12 months.

This increase was mainly due to a deferral of invoiced amounts for service contracts during the period exceeding the recognized revenue from service contracts entered into in prior periods.

This was accompanied by a $ 9.3 million increase in non-refundable advance consideration or cash consideration received from customers which preceded the Company's satisfaction of the associated performance obligations relating to product sales expected to be fulfilled in the next 12 months.

SMCI | 2024 Form 10-K | 85

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Transaction Price Allocated to the Remaining Performance Obligations

2 unchanged sentences

These performance obligations generally consist of services, such as on-site services, including integration services and extended warranty services, that are contracted for one year or less, and products for which control has not yet been transferred.

The value of the transaction price allocated to remaining performance obligations as of June 30, 2023, was approximately $ 304.4 million.

The Company expects to recognize approximately 44 % of remaining performance obligations as revenue in the next 12 months, and the remainder thereafter.

SMCI | 2023 Form 10-K | 71

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

For contracts with a duration of more than one year, the value of the transaction price allocated to deferred revenue as of June 30, 2024, was approximately $ 416.4 million.

The Company expects to recognize approximately 46 % of this deferred revenue in the next 12 months, and the remainder thereafter.

Capitalized Contract Acquisition Costs and Fulfillment Cost

Contract acquisition costs are those incremental costs that the Company incurs to obtain a contract with a customer that it would not have incurred if the contract had not been obtained.

Contract acquisition costs are incremental costs that the Company incurs 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 Company employees.

Contract acquisition costs are considered incremental and recoverable costs of obtaining and fulfilling a contract with a customer and are therefore capitalizable.

The Company applies the practical expedient to expense incentive bonus 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, the Company applies judgment in the allocation of the incentive bonus cost asset between hardware and service performance obligations and expenses 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.

The Company applies 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, the Company applies judgment in the allocation of the contract acquisition costs asset between hardware and service performance obligations and expenses 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 the Company’s consolidated financial statements.

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 the services are expected to be provided.

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 the Company’s 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.

Accounts Receivable Allowances

9 unchanged sentences

Inventories as of June 30, 2024 and 2023 consisted of the following (in thousands):

Finished goods $ 1,045,177 $ 1,025,555

Work in process 71,874 209,576

Purchased parts and raw materials 328,513 310,475

Total inventories $ 1,445,564 $ 1,545,606

SMCI | 2024 Form 10-K | 86

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Property, Plant, and Equipment

Finished goods $ 3,312,768 $ 1,045,177

Work in process 450,993 71,874

Raw materials 569,268 328,513

Total inventories $ 4,333,029 $ 1,445,564

The amount of stock-based compensation capitalized in inventories as of June 30, 2024, 2023 and 2022 was immaterial .

During the fiscal years ended June 30, 2024, 2023, and 2022, the Company recorded a net provision for excess and obsolete inventory to cost of sales totaling $ 83.0 million, $ 30.8 million, and $ 15.1 million, respectively.

Property, Plant, and Equipment, net

Property, plant and equipment as of June 30, 2024 and 2023 consisted of the following (in thousands):

Land $ 150,137 $ 86,642

Buildings 163,764 143,496

Machinery and equipment 156,496 130,151

Land 86,642 84,616

Building and leasehold improvements 72,075 59,634

59,634 55,034

Furniture and fixtures 46,241 36,303

36,303 33,417

Software 24,363 23,098

3 unchanged sentences

Property, plant and equipment, net $ 414,008 $ 290,240

(1) Certain amounts have been reclassified from Furniture and fixtures to Building and leasehold improvements for the year ended June 30, 2022 to conform to current year presentation.

Depreciation and amortization expense for fiscal years 2024, 2023 and 2022 was $ 30.1 million, $ 26.9 million, and $ 24.8 million, respectively.

SMCI | 2024 Form 10-K | 87

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Short-term and Long-term Debt

Short-term and long-term debt obligations as of June 30, 2023 and 2022 consisted of the following (in thousands):

Lines of Credit and Term Loans

Short-term and long-term loan obligations as of June 30, 2024 and 2023 consisted of the following (in thousands):

Line of credit:

2018 Bank of America Credit Facility $ — $ 268,245

2022 Bank of America Credit Facility — 9,500

Cathay Bank Line of Credit $ — $ 131,583

CTBC Credit Lines

HSBC Bank Credit Facility — 30,000

2021 E.SUN Bank Credit Facility — 7,800

Mega Bank Credit Facility — 3,500

Chang Hwa Bank Credit Lines

HSBC Bank Credit Lines

E.SUN Bank Credit Lines

Mega Bank Credit Lines

First Bank Credit Lines

Total line of credit 361,872 131,583

2 unchanged sentences

CTBC Term Loan Facility, due June 4, 2030

2021 CTBC Credit Lines, due August 15, 2026 4,721 5,468

2021 E.SUN Bank Credit Facility, due September 15, 2026 33,513 43,064

2022 ESUN Bank Credit Facility, due August 15, 2027 16,756 —

Mega Bank Credit Facility, due September 15, 2026 38,668 40,372

31,155 38,208

CTBC Term Loan Facility, due August 15, 2026

E.SUN Bank Term Loan Facility, due September 15, 2026

22,116 33,513

E.SUN Bank Term Loan Facility, due August 15, 2027

12,645 16,756

Mega Bank Term Loan Facility, due October 3, 2026

27,644 38,668

Total term loans 114,557 158,719

Total debt 290,302 596,764

Short-term debt and current portion of long-term debt 170,123 449,146

Debt, non-current $ 120,179 $ 147,618

Total lines of credit and term loans 476,429 290,302

Lines of credit and current portion of term loans 402,346 170,123

Term loans, non-current $ 74,083 $ 120,179

SMCI | 2024 Form 10-K | 88

3 unchanged sentences

Available borrowings and interest rates as of June 30, 2024 and June 30, 2023 consisted of the following (in thousands except for percentages):

June 30, 2023 June 30, 2022

June 30, 2024

June 30, 2023

Available borrowings Interest rate Available borrowings Interest rate

4 unchanged sentences

CTBC Credit Lines

2022 CTBC Credit Line $ 105,000 3.33 % $ — —

Chang Hwa Bank Credit Facility $ 20,000 6.58 % $ 20,000 3.50 %

HSBC Bank Credit Facility $ 50,000 4.50 % $ — 1.95 % - 2.20 %

2021 E.SUN Bank Credit Facility $ — — $ 22,200 1.80 %

2022 E.SUN Bank Credit Facility $ 30,000 4.18 % $ — —

Mega Bank Credit Facility $ 20,000 2.55 % $ 16,500 1.85 %

$ 427 2.09 % - 6.13 %

$ 105,000 3.33 %

Chang Hwa Bank Credit Lines

$ 20,000 1.88 % - 6.33 %

$ 20,000 6.58 %

HSBC Bank Credit Lines

$ 20,000 2.03 % - 6.28 %

$ 50,000 4.50 %

E.SUN Bank Credit Lines

$ — 2.02 % - 6.17 %

$ 30,000 4.18 %

Mega Bank Credit Lines

$ — 1.90 % - 5.80 %

$ 20,000 2.55 %

First Bank Credit Lines

$ 1,916 2.03 % - 6.19 %

Yuanta Bank Credit Lines

$ 47,610 2.32 % - 6.33 %

Term loan facilities:

1 unchanged sentence

CTBC Term Loan Facility, due June 4, 2030 $ — 1.33 % $ — 1.20 %

2021 CTBC Credit Lines, due August 15, 2026 $ — 1.40 % $ 6,308 1.03 %

2021 E.SUN Bank Credit Facility, due September 15, 2026 $ 7,734 1.75 % $ 10,766 1.37 %

2022 ESUN Bank Credit Facility, due August 15, 2027 $ — 1.75 % $ — —

Mega Bank Credit Facility, due September 15, 2026 $ — 1.40 % - 1.60 %

CTBC Term Loan Facility, due August 15, 2026

$ — 1.53 % $ — 1.40 %

E.SUN Bank Term Loan Facility, due September 15, 2026

$ — 1.87 % $ 7,734 1.75 %

E.SUN Bank Term Loan Facility, due August 15, 2027

$ — 1.87 % $ — 1.75 %

Mega Bank Term Loan Facility, due October 3, 2026

$ — 1.52 % - 1.72 %

$ — 1.40 % - 1.60 %

Bank of America

4 unchanged sentences

The amendment was accounted for as a modification and the impact was immaterial to the consolidated financial statements.

Prior to that, on June 28, 2021, the 2018 Bank of America Credit Facility was amended to, among other items, extend the maturity to June 28, 2026, and increase the maximum amount that the Company can request the facility be increased from $ 100 million to $ 150 million.

Prior to that, on June 28, 2021, the 2018 Bank of America Credit Facility was amended to, among other items, extend the maturity to June 28, 2026, reduce the size of the facility from $ 250.0 million to $ 200.0 million and increase the maximum amount that the Company can request the facility be increased from $ 100 million to $ 150 million.

Interest accrued on any loans under the 2018 Bank of America Credit Facility is due on the first day of each month, and the loans are due and payable in full on the termination date of the 2018 Bank of America Credit Facility.

9 unchanged sentences

The balance of debt issuance costs outstanding as of June 30, 2024 and June 30, 2023 was $ 0.5 million and $ 0.7 million, respectively.

The Company is in compliance with all covenants under the 2018 Bank of America Credit Facility, and as of June 30, 2023, the Company's available borrowing capacity was $ 350.0 million, subject to the borrowing base limitation and compliance with other applicable terms.

As of June 30, 2024, the Company was in compliance with all covenants under the 2018 Bank of America Credit Facility, with an available borrowing capacity of $ 350.0 million, subject to the borrowing base limitation and compliance with other applicable terms.

2022 Bank of America Credit Facility

1 unchanged sentence

The interest rate will be quoted by Bank of America - Taipei Branch for each drawdown.

As of June 30, 2023 and 2022, the total outstanding borrowings were $ 0.0 million and $ 9.5 million, respectively, with an interest rate of 3.36 % and 1.85 %, respectively, per annum under the 2022 Bank of America Credit Facility.

As of June 30, 2024 and 2023, the Company had no outstanding borrowings under the 2022 Bank of America Credit Facility.

As of June 30, 2024, the amount available for future borrowing under the 2022 Bank of America Credit Facility was $ 20.0 million.

14 unchanged sentences

As of June 30, 2024 and 2023 the outstanding borrowings under the Cathay Bank Loan Agreement were $ 0.0 million and $ 131.6 million, respectively.

As of June 30, 2023, the Company's available borrowing capacity was $ 0.4 million under the Cathay Bank Loan Agreement.

CTBC Credit Facility

The Company through its Taiwan subsidiary was party to (i) that certain credit agreement, dated May 6, 2020, with CTBC Bank Co., Ltd.

(“CTBC Bank”), which provided for a ten-year , non-revolving term loan facility (the “2020 CTBC Term Loan Facility”) to obtain up to NTD 1,200.0 million ($ 40.7 million U.S.

dollar equivalent) and (ii) that certain credit agreement, dated August 24, 2020, with CTBC Bank (the “CTBC Credit Facility”), which provided for total borrowings of up to $ 50.0 million (collectively, the “Prior CTBC Credit Lines”).

As of June 30, 2024, the Company's available borrowing capacity was $ 132.0 million under the Cathay Bank Loan Agreement and the net book value of the property collateralizing the Cathay Bank Line of Credit was $ 88.4 million.

SMCI | 2024 Form 10-K | 90

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

As of June 30, 2023 and 2022, the amounts outstanding under the 2020 CTBC Term Loan Facility were $ 38.2 million and $ 40.4 million, respectively.

The interest rates for these loans were 1.20 % per annum as of June 30, 2023 and 0.83 % as of June 30, 2022.The Company was in compliance with all financial covenants under 2020 CTBC Term Loan Facility as of June 30, 2023.

CTBC Credit Lines

On July 20, 2021 (the “Effective Date”), the Company through its Taiwan subsidiary entered into a general agreement for omnibus credit lines with CTBC Bank (the “2021 CTBC Credit Lines), which replaced the Prior CTBC Credit Lines in their entirety and permit borrowings, from time to time, pursuant to (i) a term loan facility of up to NTD 1,550.0 million ($ 55.4 million U.S.

dollar equivalent) including the existing 2020 CTBC Term Loan Facility of NTD 1,200.0 million ($ 42.9 million U.S.

dollar equivalent) and a new 75-month , non-revolving term loan facility of NTD 350.0 million ($ 12.5 million U.S.

dollar equivalent) to use to purchase machinery and equipment for the Company’s Bade Manufacturing Facility located in Taiwan (the “2021 CTBC Machine Loan”), and (ii) a line of credit facility of up to $ 105.0 million (the “2021 CTBC Credit Facility”), which increased the borrowing capacity of CTBC Credit Facility.

The 2021 CTBC Credit Facility provides (i) a 12-month NTD 1,250.0 million ($ 44.7 million U.S.

dollar equivalent) term loan facility secured by the land and building located in Bade, Taiwan with an interest rate equal to the lender's established NTD interest rate plus 0.50 % per annum which is adjusted monthly, which term loan facility also includes a 12-month guarantee of up to NTD 100.0 million ($ 3.6 million U.S.

dollar equivalent) with an annual fee equal to 0.50 % per annum, and (ii) a 12-month revolving line of credit of up to 100 % of eligible accounts receivable in an aggregate amount of up to $ 105.0 million with an interest rate equal to the lender's established USD interest rate plus 0.70 % to 0.75 % per annum which is adjusted monthly.

Interest rates are to be established according to individual credit arrangements established pursuant to the 2021 CTBC Credit Lines, which interest rates shall be subject to adjustment depending on the satisfaction of certain conditions.

Term loans made pursuant to the 2021 CTBC Credit Lines are secured by certain of the Taiwan subsidiary’s assets, including certain property, land, plant, and equipment.

There are various financial covenants under the 2021 CTBC Credit Lines, including current ratio, debt service coverage ratio, and financial debt ratio requirements.

Amounts outstanding under the Prior CTBC Credit Lines on the Effective Date were assumed by the 2021 CTBC Credit Lines.

As of June 30, 2023 and 2022, under the 2021 CTBC Machine Loan, the amounts outstanding were $ 4.7 million and $ 5.5 million, respectively.

The interest rates for these loans were 1.40 % per annum as of June 30, 2023 and 1.03 % as of June 30, 2022.

As of June 30, 2023 and 2022, the outstanding borrowings under the 2021 CTBC Credit Facility revolving line of credit were $ 0.0 million and $ 84.8 million, respectively.

The interest rates ranged from 1.80 % to 2.52 % as of June 30, 2022.

The Company was in compliance with all financial covenants under 2021 CTBC Machine Loan as of June 30, 2023.

2022 CTBC Credit Line

Pursuant to banking practices in Taiwan to confirm loan agreements annually, on October 3, 2022, the Company through the Taiwan Subsidiary entered into an Agreement for Individually Negotiated Terms and Conditions with CTBC (such credit line, the “2022 CTBC Credit Line”) related to the 2021 CTBC Credit Lines.

The terms of the 2022 CTBC Credit Line remain substantially similar to the 2021 CTBC Credit Line, except the 2022 CTBC Credit Line made certain minor amendments to the monthly interest payment date.

The total borrowing cap under the whole arrangement is $ 105.0 million and NTD 1,550.0 million ($ 55.4 million U.S.

dollar equivalent).

As of June 30, 2023, the amount available for future borrowing under the 2022 CTBC Credit Line was $ 105 million.

As of June 30, 2023, the net book value of land and building located in Bade, Taiwan, collateralizing the 2022 CTBC Credit Line was $ 74.8 million.

On September 28, 2023, the Company's 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 is subject to a cap of $ 105.0 million.

On February 16, 2024, the Company's 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 previous 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 the Company's 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, the Company 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.

As of June 30, 2024 and 2023, the outstanding borrowings under the CTBC Bank Credit Lines were $ 184.6 million and $ 0.0 million , respectively.

The interest rate for these loans ranged from 2.09 % to 6.13 % per annum as of June 30, 2024.

SMCI | 2024 Form 10-K | 91

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

CTBC Term Loan Facility

The Company, through its 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 ($ 40.7 million U.S.

dollar equivalent).

On July 20, 2021, the Company, through its 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 Team 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 ($ 55.4 million U.S.

dollar equivalent) including the existing 2020 CTBC Term Loan Facility of NTD 1,200.0 million ($ 42.9 million U.S.

dollar equivalent) and a new 75-month , non-revolving term loan facility of NTD 350.0 million ($ 12.5 million U.S.

dollar equivalent) to use to purchase machinery and equipment for the Company’s Bade Manufacturing Facility located in Taiwan (the “2021 CTBC Machine Loan”).

As of June 30, 2024 and 2023, the amounts outstanding under the 2020 CTBC Term Loan Facility were $ 31.2 million and $ 38.2 million, respectively.

The interest rates for these loans were 1.33 % per annum as of June 30, 2024 and 1.20 % per annum as of June 30, 2023.

As of June 30, 2024 and 2023, under the 2021 CTBC Machine Loan, the amounts outstanding were $ 3.1 million and $ 4.7 million, respectively.

The interest rates for these loans were 1.53 % per annum as of June 30, 2024 and 1.40 % per annum as of June 30, 2023.

The Company was in compliance with all financial covenants under 2020 CTBC Term Loan Facility and 2021 CTBC Machine Loan as of June 30, 2024.

As of June 30, 2024, the net book value of land and building located in Bade, Taiwan, collateralizing the CTBC Credit Line and Term Loan Facility was $ 72.9 million.

Chang Hwa Bank

Chang Hwa Bank Credit Facility

Chang Hwa Bank Credit Lines

On October 5, 2021 (the “Chang Hwa Bank Effective Date”), the Company, through its Taiwan subsidiary, entered into a credit facility (the “Chang Hwa Bank Credit Facility”) with Chang Hwa Commercial Bank, Ltd.

2 unchanged sentences

dollar equivalent), including up to $ 20.0 million as loans, advances, acceptances, bills, bank guarantees, overdrafts, letters of credit, and other types of drawdown instruments.

The Chang Hwa Bank Credit Facility has customary default provisions permitting Chang Hwa Bank to terminate or reduce the credit limit, shorten the credit period, or deem all liabilities due and payable, including in cross-default provisions with respect to the other Taiwan subsidiary debt obligations.

Under the Chang Hwa Bank Credit Facility, Chang Hwa Bank has the right to demand collateral for debts owed.

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 to be set forth in separate loan contracts (each, a “Loan Contract”) negotiated with Chang Hwa Bank.

On the Chang Hwa Bank Effective Date, three Loan Contracts were entered into.

None of the three Loan Contracts are secured and there are no financial covenants.

The Company is not a guarantor under Chang Hwa Bank Credit Facility.

On May 13, 2022, Chang Hwa Bank notified that they increased the borrowing capacity limit by $ 20.0 million.

As of June 30, 2023 and 2022, the total outstanding borrowings under the Chang Hwa Bank Credit Facility were denominated in NTD and remeasured into U.S.

dollars of $ 26.9 million and $ 33.6 million, respectively.

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.

The Company is not a guarantor under the Chang Hwa Bank Credit Facility.

On May 13, 2022, Chang Hwa Bank notified 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 US$ 20 million from the Chang Hwa Bank Credit Facility, an additional credit limit of NTD 300 million (together, the “CHB Credit Lines”).

The Company is not a guarantor of the New Credit Facility.

SMCI | 2024 Form 10-K | 92

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Terms for specific drawdown instruments issued under the New 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 Bank have agreed to each of the following:

(a) our Taiwan subsidiary may choose one of the following, subject to a cap of US$ 20 million under the CHB Credit Lines:

(i) a Loan Contract providing for the drawdown of up to US$ 20 million for an import loan (the “Import O/A Loan”), with the interest rate thereunder is based on TAIFX plus a fixed margin;

or (ii) a Loan Contract providing for the drawdown of up to US$ 20 million for an export loan (the “Export O/A Loan”).

with the interest rate thereunder is based on TAIFX 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 million under the CHB Credit Lines, with the interest rate set at a fixed premium to a specified 1-year time savings deposit rate, subject to a floor of 1.4 %.

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, 2024, the outstanding borrowings under CHB Credit Lines were $ 9.2 million.

The interest rate was 1.88 % per annum as of June 30, 2024.

As of June 30, 2024, the amount available for future borrowing under the CHB Credit Lines was $ 20.0 million.

As of June 30, 2024 and 2023, the total outstanding borrowings under the Chang Hwa Bank Term Loan Facility were denominated in NTD and remeasured into U.S.

dollars at $ 17.9 million and $ 26.9 million, respectively.

The interest rate under the Chang Hwa Bank Credit Facility as of June 30, 2024 and 2023 was 1.68 % per annum and 1.55 % per annum, respectively.

As of June 30, 2023, the amount available for future borrowing under the Chang Hwa Bank Credit Facility was $ 20.0 million.

2021 E.SUN Bank Credit Facility

The Company through its Taiwan subsidiary was party to that certain General Credit Agreement, dated December 2, 2020, with E.SUN Bank (“E.SUN Bank”), which provided for the issuance of loans, advances, acceptances, bills, bank guarantees, overdrafts, letters of credit, and other types of drawdown instruments up to a credit limit of US $ 30.0 million (the “Prior E.SUN Bank Credit Facility”).

The term of the Prior E.SUN Bank Credit Facility expired on September 18, 2021.

E.SUN Bank Credit Lines

On June 17, 2023, the Company through the Taiwan subsidiary, entered into a Notification and Confirmation pursuant to which the Taiwan subsidiary and E.SUN Bank agreed to drawdowns of up to US$ 30 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 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, the Company’s Taiwan subsidiary entered into a Notification and Confirmation of Credit Conditions with E.SUN Bank.

Pursuant to the Notification and Confirmation, our Taiwan subsidiary and E.SUN Bank agreed to the following:

(i) A comprehensive credit facility of up to US$ 60 million (the “Import and Export Trade Facility).

The Import and Export Trade Facility is comprised of both an Import O/A Financing Loan and an Export O/A Financing Loan (the “O/A Loan") which share the US$ 60 million limit.

The interest rate for the O/A Loan is based on TAIFX3 plus a fixed margin, which may be negotiated, and is subject to adjustment under certain circumstances (including in the event that certain thresholds with respect to remittances and average deposits are not met by specified time periods).

The loan period tenor for drawdowns under the O/A Loan is 120 days.

(ii) A Short Term loan of up to NT$ 800 million (the “Short Term Loan”) ($ 25.0 million U.S.

dollar equivalent).

The interest rate for the Short Term Loan is based upon E.SUN Bank’s one-month time savings deposit rate index plus a fixed margin, may be negotiated, is subject to adjustment under certain circumstances (including in the event that certain thresholds with respect to remittances and average deposits are not met by specified time periods), and may not be lower than 1.9 %.

The loan period tenor for drawdowns under the Short Term Loan is 180 days.

ESUN Bank credit lines with a period of use from March 14, 2024 through March 14, 2025 may be drawn on a revolving basis.

The first drawdown is required to be made by March 14, 2025.

Neither the O/A Loan nor Short Term Loan are secured, and the Company is not a guarantor.

The total outstanding balance of facilities (i) and (ii) shall not exceed US$ 60 million.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

As of June 30, 2024 and 2023, the amounts outstanding under the ESUN Bank credit lines were $ 60.0 million and $ 0.0 million , respectively.

The interest rate for the fiscal year ended June 30, 2024 was 6.17 % per annum.

As of June 30, 2024, the amount available for future borrowing under the Import O/A Loan was $ 0.0 million .

E.SUN Bank Term Loan Facility

On September 13, 2021 (the “Old E.SUN Bank Effective Date”), the Company through its 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 (i) NTD 1,600.0 million ($ 57.6 million U.S.

dollar equivalent) and (ii) $ 30.0 million as loans, advances, acceptances, bills, bank guarantees, overdrafts, letters of credit, and other types of drawdown instruments.

Other terms of the 2021 E.SUN Bank Credit Facility were substantially identical to the Prior E.SUN Bank Credit Facility.

Generally, interest for base rate loans made under the 2021 E.SUN Bank Credit Facility were based upon an average interbank overnight call loan rate in the finance industry (such as LIBOR or TAIFX) plus a fixed margin and is subject to occasional adjustment.

The 2021 E.SUN Bank Credit Facility had customary default provisions permitting E.SUN Bank to terminate or reduce the credit limit, shorten the credit period, or deem all liabilities due and payable, including in the event the Taiwan subsidiary has an overdue liability at another financial organization.

There were various financial covenants under the 2021 E.SUN Bank Credit Facility, including current ratio, net debt ratio, and interest coverage requirements to be reviewed on a yearly basis at fiscal year end.

The 2021 E.SUN Bank Credit Facility permitted borrowings of up to NTD 1,600.0 million ($ 57.6 million U.S.

dollar equivalent).

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 Notifications and Confirmation of Credit Conditions (a “Notification and Confirmation”) negotiated with E.SUN Bank.

A Notification and Confirmation was entered into on the Old E.SUN Bank Effective Date for (i) a five-year , non-revolving term loan facility to obtain up to NTD 1,600.0 million ($ 57.6 million U.S.

dollar equivalent) in financing for use in research and development activities (the “Term Loan”), and (ii) a $ 30.0 million import loan (the “Import Loan”) with a tenor of 120 days.

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 ($ 57.6 million U.S.

dollar equivalent) in financing for use in research and development activities (the “Term Loan”).

As of June 30, 2024 and 2023, the total outstanding borrowings under the Term Loan were denominated in NTD and remeasured into U.S.

dollars of $ 22.1 million and $ 33.5 million, respectively.

The interest rates for the Term Loan were 1.75 % per annum as of June 30, 2023 and 1.37 % per annum as of June 30, 2022.

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SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

2022 E.SUN Bank Credit Facility

On August 9, 2022 (the “2022 E.SUN Bank Effective Date”), the Company through its 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 (i) NTD 1.8 billion ($ 61.0 million U.S.

dollar equivalent) and (ii) US $ 30.0 million.

Other terms of the 2022 E.SUN Bank Credit Facility are substantially identical to the 2021 E.SUN Bank Credit Facility.

Generally, interest for base rate loans made under the 2022 E.SUN Bank Credit Facility are based upon an average interbank overnight call loan rate in the finance industry (such as TAIFX) plus a fixed margin and is subject to occasional adjustment.

The 2022 E.SUN Bank Credit Facility has customary default provisions permitting E.SUN Bank to terminate or reduce the credit limit, shorten the credit period, or deem all liabilities due and payable, including in the event the Taiwan subsidiary has an overdue liability at another financial organization.

The 2022 E.SUN Bank Credit Facility permits borrowings of up to NTD 680.0 million ($ 23.0 million U.S.

dollar equivalent) and the prior medium term loan under the Prior E.SUN Bank Credit Facility shall not exceed in aggregate NTD 1.8 billion ($ 61.0 million U.S.

dollar equivalent).

The Company is not a guarantor of the New E.SUN Bank Credit Facility.

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 Notifications and Confirmation.

Under a Notification and Confirmation entered into on the 2022 E.SUN Bank Effective Date, the Taiwan subsidiary and E.SUN Bank have agreed to both a Medium Term Credit Loan of NTD 680.0 million ($ 23.0 million U.S.

dollar equivalent) with a tenor of five years (the “Medium Term Loan”) and a drawdown of US $ 30.0 million under the 2022 E.SUN Bank Credit Facility for an import loan with a tenor of 120 days (the “2022 Import O/A Loan”).

Under a Notification and Confirmation entered into on the 2022 E.SUN Bank Effective Date, the Taiwan subsidiary and E.SUN Bank have agreed to a Medium Term Credit Loan of NTD 680.0 million ($ 23.0 million U.S.

dollar equivalent) with a tenor of five years (the “Medium Term Loan”).

With respect to the Medium Term Loan, the interest rate thereunder is based upon a floating annual rate plus a fixed margin, subject to adjustment under certain circumstances.

4 unchanged sentences

The Taiwan subsidiary is subject to various financial covenants in connection with the Medium Term Loan, including a current ratio, net debt to equity ratio, and interest coverage ratio.

The current Medium Term Loan and the prior medium term loan under the Prior E.SUN Bank Credit Facility shall not exceed in aggregate NTD 1.8 billion.

With respect to the 2022 Import O/A Loan, the period of use is between April 28, 2022 and April 28, 2023.

The interest rate thereunder is based on 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.

Neither the Medium Term Loan nor 2022 Import O/A loan are secured.

As of June 30, 2023, the amount outstanding under the Medium Term Loan was denominated in NTD and remeasured into US dollars of $ 16.8 million.

As of June 30, 2024 and 2023, the amount outstanding under the Term Loan was denominated in NTD and remeasured into US dollars of $ 12.6 million and $ 16.8 million, respectively.

The interest rates for the Term Loan were 1.87 % per annum as of June 30, 2024 and 1.75 % per annum as of June 30, 2023.

The Company was in compliance with all financial covenants under 2021 E.SUN Bank Credit Facility and 2022 E.SUN Bank Credit Facility as of June 30, 2024.

The period of use is between May 16, 2023 and May 16, 2024.

The interest rate thereunder is based on 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 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.

As of June 30, 2023 and June 30, 2022, the amounts outstanding under the Import Loan were $ 0.0 million and $ 7.8 million, respectively.

The interest rate for the fiscal year ended June 30, 2022 was 1.81 % per annum.

As of June 30, 2023, the amount available for future borrowing under the Import O/A Loan was $ 30 million.

SMCI | 2024 Form 10-K | 94

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

HSBC Bank Credit Facility

HSBC Bank Credit Lines

On January 7, 2022 (the “HSBC Bank Effective Date”), the Company, through its Taiwan subsidiary, entered into a General Loan, Export/Import Financing, Overdraft Facilities and Securities Agreement (the “Loan Agreement”) with a Taiwan affiliate of HSBC Bank (“HSBC Bank”).

The Loan Agreement provides for borrowings in the form of loans, export/import financings, overdrafts, commercial paper guaranties, and other types of drawdown instruments.

The Loan Agreement has customary default provisions permitting HSBC Bank to terminate or reduce the credit limit, shorten the credit period, or deem all liabilities due and payable, including in the event the Company’s Taiwan subsidiary fails to make payment of sums under another agreement which permits acceleration of maturity of such indebtedness.

The Company is not a guarantor of the Loan Agreement.

Terms for specific drawdown instruments issued under the Loan Agreement, such as credit amount, term of use, mode of drawdown, specific lending rate, and other relevant terms, may be set forth in facility letters (each, a “Facility Letter”) negotiated with HSBC Bank.

Under a Facility Letter entered into on the HSBC Bank Effective Date, the Company’s Taiwan subsidiary and HSBC Bank agreed to a $ 30.0 million export/seller trade facility under the Loan Agreement with a tenor of 120 days.

HSBC Bank agreed to a $ 30.0 million export/seller trade facility under the Loan Agreement with a tenor of 120 days.

The interest rate thereunder is based on HSBC Bank’s base rate plus a fixed margin, subject to adjustment under certain circumstances.

Interest payments are due on a monthly basis, and principal is repayable on the due date.

On February 7, 2023, the Company through the Taiwan subsidiary, entered into a new facility letter (the “New Facility Letter”) with the Taiwan affiliate of HSBC Bank which expanded the prior $ 30 million facility letter entered into with HSBC Bank on January 7, 2022.

The Company is not a guarantor of the Loan Agreement and interest payments are due on a monthly basis, and principal is repayable on the due date.

On February 7, 2023, the Company through the Taiwan subsidiary, entered into a new facility letter with the Taiwan affiliate of HSBC Bank which expanded the prior $ 30 million facility letter entered into with HSBC Bank on January 7, 2022.

The New Facility Letter permits borrowings up to a combined aggregate limit of $ 50.0 million which may be comprised of borrowings under a New Taiwan Dollar revolving facility with a sub-limit of NTD 300 million (the “NTD Revolver”) and an export/seller facility with a sub-limit of $ 50 million (the “Export/Seller Facility”).

2 unchanged sentences

Amounts due under the New Facility Letter are currently not secured, but subject to HSBC Bank’s right of set-off and right to repayment on demand and call for cash cover.

As of June 30, 2023 and 2022, the outstanding borrowings under the HSBC Credit Facility were $ 0.0 million and $ 30.0 million, respectively.

The interest rates for these loans were 4.50 % per annum as of June 30, 2023 and ranged from 1.95 % to 2.20 % as of June 30, 2022.

As of June 30, 2023, the amount available for future borrowing under the New Facility Letter was $ 50.0 million.

On December 7, 2023, the Company's Taiwan subsidiary entered into a new facility letter (the “New Facility Letter”)

with the Taiwan affiliate of HSBC Bank.

The New Facility Letter permits borrowings up to a combined aggregate limit of $ 50.0 million which may be comprised of borrowings under a New Taiwan Dollar revolving facility with a sub-limit of NTD 300.0 million (the “NTD Revolver”) and an export/seller facility with a sub-limit of $ 50.0 million (the “Export/Seller Facility”, and together with the NTD Revolver, the "HSBC Bank Credit Lines").

Interest under both the NTD Revolver and Export/Seller Facility is based on HSBC Bank’s base rate plus a fixed margin, subject to adjustment under certain circumstances.

Interest payments thereunder are due on a monthly basis, or such other interest period as agreed by HSBC Bank, and principal is repayable on the due date.

Amounts due under the New Facility Letter are currently not secured, but subject to HSBC Bank’s right of set-off and right to repayment on demand and call for cash coverage.

As of June 30, 2024 and 2023, the outstanding borrowings under HSBC Bank Credit Lines were $ 30.0 million and $ 0.0 million , respectively.

The interest rates for these loans were 6.28 % and 4.50 % per annum as of June 30, 2024 and 2023.

As of June 30, 2024, the amount available for future borrowing under the HSBC Bank Credit Lines was $ 20.0 million.

Mega Bank Credit Facilities

On April 25, 2022, the Company through its Taiwan subsidiary, entered into a $ 20.0 million (or foreign currency equivalent) (the “2022 Credit Limit”) Omnibus Credit Authorization Agreement (the “2022 Omnibus Credit Authorization Agreement”) with Mega Bank.

The 2022 Omnibus Credit Authorization Agreement permits individual credit authorizations subject to specified drawdown conditions up to the 2022 Credit Limit (on a revolving basis) to be used as loans for the purchase of materials or supplies.

On June 17, 2023, the Company through its Taiwan subsidiary, entered into a new Omnibus Credit Authorization Agreement (the “2023 Omnibus Authorization Agreement) and a Credit Authorization Approval Notice (the “2023 Credit Authorization Approval Notice”) with Mega Bank with the same 2022 Credit Limit which replaced the 2022 Omnibus Credit Authorization Agreement.

Pursuant to such 2023 Credit Authorization Approval Notice, the associated Mega Bank branch permits the Taiwan subsidiary to make drawdowns up to the Credit Limit for short-term loans for material purchases and operating revolving needs with a tenor not to exceed 120 days for material purchases and 180 days on a revolving basis.

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SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

months, 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 the bank’s right of set off.

Amounts borrowed are otherwise unsecured.

The Company is not a guarantor under the 2023 Credit Authorization Approval Notice.

On April 17, 2024 Company through its 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 2023 Omnibus Authorization Agreement, except the credit limit thereunder was increased from US$ 20 million (or foreign currency equivalent) to US$ 50 million (or foreign currency equivalent) (the “Mega Bank Credit Limit”).

During the loan period, the Company’s Taiwan subsidiary is required to maintain certain specified deposit balances with Mega Bank and the Company is required to maintain 100 % direct or indirect share ownership of its Taiwan subsidiary.

Pursuant to the Omnibus Credit Authorization Agreement, the Company's Taiwan subsidiary entered into a Credit Authorization Agreement dated April 17, 2024 with Mega Bank (the “Credit Authorization Agreement”) which set forth additional terms of the individual credit authorizations.

The Company's 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 the Company's 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 1.2 billion as short-term loans for turnover.

Interest on drawdowns denominated in US dollars is based upon TAIFX OFFER for 3 or 6 months, interest on drawdowns denominated in NTD is based upon TAIBOR for 3 or 6 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.

The Company is not a guarantor under the Approval Notice.

As of June 30, 2024 and 2023, the outstanding borrowings under Mega Bank credit lines were $ 50.0 million and $ 0.0 million , respectively.

The interest rates for these loans were 5.80 % per annum as of June 30, 2024.

Mega Bank Term Loan Facilities

On September 13, 2021 (the “Mega Bank Effective Date”), the Company through its Taiwan subsidiary entered into a NTD 1,200.0 million ($ 43.2 million U.S.

dollar equivalent) credit facility (the “Mega Bank Credit Facility”) with Mega International Commercial Bank (“Mega Bank”).

dollar equivalent) 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”).

7 unchanged sentences

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, 2023, the total outstanding borrowings under the Mega Bank Credit Facility were denominated in NTD and remeasured into U.S.

dollars of $ 38.7 million and the interest rates ranged from 1.40 % to 1.60 % per annum.

As of June 30, 2022, the total outstanding borrowings under the Mega Bank Credit Facility were denominated in NTD and remeasured into U.S.

dollars of $ 40.4 million and the interest rates ranged from 1.02 % to 1.22 % per annum.

SMCI | 2023 Form 10-K | 80

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Credit Agreement with Mega Bank

Pursuant to the 2022 Omnibus Credit Authorization Agreement, the Taiwan subsidiary also entered into both a Credit Authorization Agreement (the “2022 Credit Authorization Agreement”) and Credit Authorization Approval Notice (the “2022 Credit Authorization Approval Notice”) with Mega Bank and an associated branch of Mega Bank, respectively.

Pursuant to such Agreement and Notice, Mega Bank permits the Taiwan subsidiary to make drawdowns up to the 2022 Credit Limit for short-term loans for material purchases with a tenor not to exceed 120 days on a revolving basis.

Drawdowns may be made through March 2023.

The interest rate for each individual credit authorization is adjusted according to the Mega Bank’s USD basic loan interest rate at the time of signing the agreement which was 0.90 % per annum.

Interest on such drawdowns is based upon TAIFX OFFER for six months plus 0.23 % then divided by 0.946 , 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 the bank’s right of set off.

The interest rate shall be adjusted once every month but shall not be lower than the USD basic loan interest rate plus 0.1 %.

If the loan involves the acceptance of a bill of exchange, the Company would be required to pay a handling fee at the annual rate of 0.75 % calculated based on the number of actual acceptance days.

The fee is paid in full upon acceptance and a minimum handling fee of NTD 400 is charged for each transaction.

Amounts borrowed are otherwise unsecured, and the 2022 Credit Authorization Agreement has customary default provisions permitting Mega Bank to reduce the extension of credit, shorten the term for loan repayment or declare all of the amounts immediately due and payable.

The Company is not a guarantor under the 2022 Credit Authorization Agreement or 2022 Credit Authorization Approval Notice.

Pursuant to such 2023 Credit Authorization Approval Notice, the associated Mega Bank branch permits the Taiwan subsidiary to make drawdowns up to the Credit Limit for short-term loans for material purchases and operating revolving with a tenor not to exceed 120 days for material purchases and 180 days on a revolving basis.

Interest on material purchases drawdown denominated in US dollar is based upon TAIFX OFFER for either three or six months and operating revolving drawdown denominated in New Taiwan dollar is based upon TAIBOR OFFER for either three or six months, 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 the bank’s right of set off.

Amounts borrowed are otherwise unsecured.

The Company is not a guarantor under the 2023 Credit Authorization Approval Notice.

As of June 30, 2023, the amount outstanding under the 2023 Credit Authorization Agreement was $ 0.0 million .

As of June 30, 2023, there was no amount outstanding under the 2022 Credit Authorization Agreement.

As of June 30, 2022, the amount outstanding under the 2022 Credit Authorization Agreement was $ 3.5 million.

The interest rates for the fiscal year ended June 30, 2023 and June 30, 2022, were 2.55 % and 1.85 % per annum, respectively.

As of June 30, 2023, the amount available for future borrowing under the Credit Limit was $ 20.0 million.

As of June 30, 2024 and 2023, the total outstanding borrowings under the Mega Bank Credit Facility were denominated in NTD and remeasured into U.S.

dollars at $ 27.6 million and $ 38.7 million, respectively.

The interest rates ranged from 1.52 % to 1.72 % per annum as of June 30, 2024, and ranged 1.40 % to 1.60 % per annum as of June 30, 2023.

Yuanta Bank Credit Lines

On May 23, 2024, the Company’s Taiwan subsidiary entered into an Omnibus Credit Agreement and an additional agreement with Yuanta Commercial Bank Co., Ltd., securing credit lines up to NTD 1.55 billion ($ 47.8 million U.S.

dollar equivalent) .

The agreement allows for revolving borrowings, including:

(i) Working Capital Loans up to NTD 1.55 billion, (ii) Overseas Purchase Loans up to US$ 50 million, and (iii) Export Loans up to US$ 50 million.

SMCI | 2024 Form 10-K | 96

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Per the Credit Approval Letter from Yuanta Bank dated February 20, 2024:

(i) Working Capital Loans have a drawdown limit of five months , with interest payable monthly, based on Yuanta Bank’s base rate plus a premium, subject to negotiation;

(ii) Overseas Purchase Loans and Export Loans have drawdown limits of 150 days, with interest rates based on Yuanta Bank’s base rate or TAIFX3 plus a premium, also negotiable.

Interest rates are subject to adjustment under certain conditions, such as insufficient deposit balances with Yuanta Bank.

Borrowings are unsecured but subject to Yuanta Bank’s right of set-off.

The Company is not a guarantor.

As of June 30, 2024, there were no outstanding borrowings.

First Bank Credit Lines

On April 26, 2024, the Company's 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 US$ 30 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 Company itself is not a guarantor under either the Credit Agreement or the Foreign Currency Agreement.

As of June 30, 2024, outstanding borrowings under the First Bank Credit Lines were $ 28.1 million with an interest rate of 6.19 % per annum.

Principal payments on short-term and long-term debt obligations are due as follows (in thousands):

Principal Payments

2024 $ 170,123

2030 and thereafter

Total short-term and long-term debt $ 476,429

The Company leases offices, warehouses and other premises, vehicles and certain equipment leased under non-cancelable operating leases.

As of June 30, 2024, the Company was in compliance with all the covenants for the revolving lines of credit and term loans identified in this Note 7.

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SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Convertible Notes

2029 Convertible Notes

In February 2024, the Company issued $ 1,725.0 million aggregate principal amount of Convertible Notes.

The Company received net proceeds from the offering of approximately $ 1,695.8 million.

The Company used approximately $ 142.1 million of the net proceeds to fund the cost of entering into the Capped Call Transactions described below.

The 2029 Convertible Notes will mature on March 1, 2029, unless earlier converted, redeemed or repurchased.

On February 20, 2025, the Company executed a first supplemental indenture and second supplemental indenture related to the 2029 Convertible Notes that implemented amendments to the 2029 Convertible Notes.

Refer to Note 16, “Subsequent Events” in the Notes to the Consolidated Financial Statements below.

The 2029 Convertible Notes, when issued, did not bear regular interest, and the principal amount of the 2029 Convertible Notes did not accrete.

Because the Company did not file its Annual Report on Form 10-K for the fiscal year ended June 30, 2024 in a timely manner, it elected to accrue special interest on the 2029 Convertible Notes and accrued additional interest on the 2029 Convertible Notes in accordance with the indenture governing the 2029 Convertible Notes (the “2029 Convertible Notes Indenture”).

Refer to Note 16, “Subsequent Events,” below.

The 2029 Convertible Notes are convertible into cash, shares of the Company’s common stock, or a combination of cash and shares of common stock, at the Company’s election, at an initial conversion rate of 7.455 shares of common stock per $1,000 principal amount of 2029 Convertible Notes, which is equivalent to an initial conversion price of approximately $ 134.14 per share of common stock.

The conversion rate is subject to customary adjustments for certain events as described in the 2029 Convertible Notes Indenture.

Special interest and additional interest will accrue on the 2029 Convertible Notes in the circumstances and at the rates described in the 2029 Convertible Notes Indenture and have accrued on the 2029 Convertible Notes subsequent to June 30, 2024 as described above.

The debt issuance costs are amortized to interest expense.

The 2029 Convertible Notes do not contain financial maintenance covenants.

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 the Company’s 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 Company’s 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 the Company’s common stock, as described in the 2029 Convertible Notes Indenture;

(4) if the Company calls 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.

If the Company undergoes a fundamental change (as defined in the 2029 Convertible Notes Indenture), subject to certain conditions, holders may require the Company 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 the Company issues 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 the Company’s option at any time, and from time to time, on or after March 1, 2027 and on or before the 20 th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of the Company’s 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.

SMCI | 2024 Form 10-K | 98

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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 were not eligible for conversion as of June 30, 2024.

No sinking fund is provided for the 2029 Convertible Notes.

The 2029 Convertible Notes are general unsecured obligations of the Company and rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the 2029 Convertible Notes;

equal in right of payment with all of the Company’s existing and future senior, unsecured indebtedness;

effectively subordinated to any of the Company’s existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness;

and structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder thereof) preferred equity if any, of the Company’s current or future subsidiaries.

As of June 30, 2024, none of the conditions permitting the holders of the 2029 Convertible Notes to convert their notes early had been met.

Therefore, the 2029 Convertible Notes are classified as long-term debt.

The Company 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.

The carrying value of the 2029 Convertible Notes, net of unamortized issuance costs of $ 27.3 million, was $ 1,697.7 million as of June 30, 2024.

Interest expense related to the amortization of debt issuance costs was $ 1.9 million for the year ended June 30, 2024.

The effective interest rate is 0.34 %.

In connection with the issuance of the 2029 Convertible Notes, the Company entered into privately negotiated capped call transactions (collectively, the “Capped Call Transactions”) with certain financial institutions (the “Capped Call Counterparties”).

The Capped Call Transactions are expected generally to reduce the potential dilution to the Company’s common stock upon conversion of the 2029 Convertible Notes and/or offset any potential cash payments the Company is 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.

In connection with the amendment of the 2029 Convertible Notes, the Company entered into agreements to amend certain terms of the Capped Call Transactions.

Refer to Note 16, “Subsequent Events,” below.

The Capped Call Transactions initially have an initial strike price of $ 134.14 per share, subject to certain adjustments, which corresponds to the initial conversion price of the 2029 Convertible Notes.

The cap price of the Capped Call Transactions was initially $ 195.10 per share of common stock subject to certain adjustments under the terms of the Capped Call Transactions.

For accounting purposes, each Capped Call Transaction is a separate transaction, and not part of the terms of the 2029 Convertible Notes.

As these transactions meet certain accounting criteria, the Capped Call Transactions of $ 142.1 million are recorded in stockholders’ equity and are not accounted for as derivatives.

The Capped Call Transactions will not be remeasured as long as they continue to meet the conditions for equity classification.

The 2029 Convertible Notes and the Capped Call Transactions have been integrated for tax purposes.

The accounting impact of this tax treatment results in the Capped Call Transactions being deductible with the cost of the Capped Call Transactions qualifying as original issue discount for tax purposes over the term of the 2029 Convertible Notes.

Refer to Note 16, "Subsequent Events" in the Notes to the Consolidated Financial Statements for additional information.

The Company leases offices, warehouses and other premises, 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, 2024 and 2023 were as follows (in thousands):

SMCI | 2024 Form 10-K | 99

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Years Ended June 30,

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Cash payments for operating leases (including payments to related parties of $ 406 and $ 524 for the years ended June 30, 2024 and 2023, respectively)

$ 9,343 $ 8,275

New operating lease assets obtained in exchange for operating lease liabilities $ 32,581 $ 3,197

1 unchanged sentence

Non-lease variable payments expensed in the years ended June 30, 2024, 2023 and 2022 were $ 2.3 million, $ 1.8 million and $ 1.1 million, respectively.

SMCI | 2024 Form 10-K | 100

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

As of June 30, 2024, the weighted average remaining lease term for operating leases was 4.7 years and the weighted average discount rate was 5.1 %.

Maturities of operating lease liabilities under noncancelable operating lease arrangements as of June 30, 2023, were as follows (in thousands):

As of June 30, 2023, the weighted average remaining lease term for operating leases was 3.0 years and the weighted average discount rate was 3.1 %.

The short-term portion of the lease liability is included in accrued liabilities and the long-term portion of the lease liability is included in other long-term liabilities on the consolidated balance sheets.

Maturities of operating lease liabilities under non-cancelable operating lease arrangements as of June 30, 2024, were as follows (in thousands):

Maturities of operating leases (1)

2030 and beyond

Total future lease payments 40,604

1 unchanged sentence

Present value of operating lease liabilities

As of June 30, 2023, commitments under short-term lease arrangements and operating and financing leases that have not yet commenced were immaterial.

Current portion

Long-term portion of operating lease liabilities

(1) The table does not include amounts pertaining to leases that have not yet commenced.

Lease executed but not commenced

In June 2024, the Company entered into a lease agreement for a 21 megawatt data center co-location space located in Vernon, California (the “Data Center Space”) that will expire on August 31, 2035.

As this lease has not yet commenced, it is not reflected in the Consolidated Balance Sheets or in the table above.

Concurrently, the Company sublicensed this space to an unrelated party (the “Sublicensee”) for the same term expiring on August 31, 2035, which also has not yet commenced.

Pursuant to the sublicense, the Company will sublicense the Data Center Space lease to the Sublicensee, and the Sublicensee will assume all rights and obligations with respect to the Data Center Space lease.

The Company expects to account for the lease as an operating lease and the sublicense as a sublease under ASC 842.

The future undiscounted fixed non-cancelable payment obligation pertaining to the data center lease is approximately $ 411.8 million and future minimum sublicense receipts are approximately $ 436.5 million.

The Company holds an equity investment of $ 42.5 million in the sublicensee, which is classified under investments in privately held companies and recorded in Other assets on the consolidated balance sheets.

The sublicensee does not meet the criteria of a related party.

Additionally, the sublicensee has been a customer of the Company, and the Company concluded that equity investment agreements and sub-licensing agreement are separate from revenue contracts as all transactions have been recorded at the respective fair values.

Related party leases

The Company has entered into lease agreements with related parties.

See Part II, Item 8, Note 9, "Related Party Transactions" for a further discussion.

See Note 10, "Related Party Transactions" in the Notes to the Consolidated Financial Statements for further discussion.

SMCI | 2024 Form 10-K | 101

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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, a member of Compuware’s Board of Directors and a holder of a significant equity interest in Compuware.

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.

Neither Charles Liang nor Sara Liu own any capital stock of Compuware and the Company does not own any of Ablecom or Compuware’s capital stock.

In addition, a sibling of Yih-Shyan (Wally) Liaw, who is the Company's Senior Vice President, Business Development and a director of the Company, owns approximately 11.7 % of Ablecom’s capital stock and 8.7 % of Compuware’s capital stock.

In October 2018, the Company's 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 the Company's common stock that he held.

The lenders called the loans in October 2018, following the suspension of the Company's common stock from trading on NASDAQ in August 2018 and the decline in the market price of the Company's common stock in October 2018.

As of June 30, 2024, the amount due on the unsecured loan (including principal and accrued interest) was approximately $ 16.4 million.

Dealings with Ablecom

The Company has entered into a series of agreements with Ablecom, including multiple product development, production and service agreements, product manufacturing agreements, manufacturing services agreements and lease agreements for warehouse space.

The Company has 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, the Company outsources to Ablecom a portion of its design activities and a significant part of its server chassis manufacturing as well as an immaterial portion of other components.

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The Company retains 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 materials needed to manufacture the chassis from third parties and the Company provides certain components used in the manufacturing process (such as power supplies) to Ablecom through consignment or sales transactions.

With respect to the manufacturing aspects of the relationship, Ablecom purchases most of the materials needed to manufacture the chassis from third parties and the Company provides 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 sell them back to the Company.

For the components purchased from the Company, Ablecom sells the components back to the Company at a price equal to the price at which the Company sold the components to Ablecom.

There is no revenue recognized by the Company from these transactions.

The Company and Ablecom frequently review and negotiate the prices of the chassis the Company purchases from Ablecom.

In addition to inventory purchases, the Company also incurs other costs associated with design services, tooling and other miscellaneous costs from Ablecom.

SMCI | 2024 Form 10-K | 102

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The Company’s exposure to financial loss as a result of its involvement with Ablecom is limited to potential losses on its purchase orders in the event of an unforeseen decline in the market price and/or demand of the Company’s products such that the Company incurs a loss on the sale or cannot sell the products.

Outstanding cancellable and non-cancellable purchase orders from the Company to Ablecom on June 30, 2023 were $ 37.4 million and $ 23.7 million, respectively, and outstanding cancellable and non-cancellable purchase orders from the Company to Ablecom on June 30, 2022 were $ 39.5 million and $ 36.0 million, respectively, effectively representing the exposure to financial loss.

Outstanding cancelable and non-cancelable purchase orders from the Company to Ablecom on June 30, 2024 were $ 99.0 million and $ 58.8 million, respectively, and outstanding cancelable and non-cancelable purchase orders from the Company to Ablecom on June 30, 2023 were $ 37.4 million and $ 23.7 million, respectively, effectively representing the exposure to financial loss.

The Company does 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 the Company incorporates into its products, if Ablecom were to suddenly be unable to manufacture chassis for the Company, the Company’s business could suffer if the Company is unable to quickly qualify substitute suppliers who can supply high-quality chassis to the Company in volume and at acceptable prices.

The Company has extended a $ 10.0 million trade credit line with a net 30 days payment terms to Ablecom through a credit agreement that outlines the terms and conditions governing their business dealings.

Dealings with Compuware

The Company has entered into a distribution agreement with Compuware, under which the Company appointed Compuware as a non-exclusive distributor of the Company’s products in Taiwan, China and Australia.

Compuware assumes the responsibility to install the Company's products at the site of the end customer, if required, and administers customer support in exchange for a discount from the Company's standard price for its purchases.

SMCI | 2023 Form 10-K | 83

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The Company appointed Compuware as a non-exclusive authorized distributor of the Company’s products in Taiwan, China and Australia.

Compuware assumes the responsibility of installing the Company's products at the site of the end customer, if required, and administers customer support in exchange for a discount from the Company's standard price for its purchases.

The Company also has 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.

The Company has extended a $ 65.0 million trade credit line with a net 60 days payment terms to Compuware through a credit agreement that outlines the terms and conditions governing their business dealings.

Under these agreements, the Company outsources to Compuware a portion of its design activities and a significant part of its power supplies manufacturing as well as an immaterial portion of other components.

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Compuware uses the components to manufacture the products and then sells the products back to the Company at a purchase price equal to the price at which the Company 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 the Company from these transactions.

The Company and Compuware frequently review and negotiate the amount of the “manufacturing value added” fee that will be included in the price of the products the Company purchases from Compuware.

1 unchanged sentence

The Company’s exposure to financial loss as a result of its involvement with Compuware is limited to potential losses on its purchase orders in the event of an unforeseen decline in the market price and/or demand of the Company’s products such that the Company incurs a loss on the sale or cannot sell the products.

Outstanding cancellable and non-cancellable purchase orders from the Company to Compuware on June 30, 2023 were $ 156.2 million and $ 46.8 million, respectively, and outstanding cancellable and non-cancellable purchase orders from the Company to Compuware on June 30, 2022 were $ 213.3 million and $ 44.3 million, respectively, effectively representing the exposure to financial loss.

Outstanding cancelable and non-cancelable purchase orders from the Company to Compuware on June 30, 2024 were $ 129.7 million and $ 93.5 million, respectively, and outstanding cancelable and non-cancelable purchase orders from the Company to Compuware on June 30, 2023 were $ 156.2 million and $ 46.8 million, respectively, effectively representing the exposure to financial loss.

The Company does not directly or indirectly guarantee any obligations of Compuware, or any losses that the equity holders of Compuware may suffer.

SMCI | 2024 Form 10-K | 103

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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”).

Prior to the Leadtek Investment, none of the Company’s related parties had direct or indirect material interests in any transactions in which the Company was a participant with Leadtek.

Commencing with the closing of the Leadtek Investment, Steve Liang and Bill Liang have served as two of the seven members of the Leadtek board of directors.

At the time of Leadtek Investment, Leadtek was, and it continues to be, an authorized reseller of the Company.

Since the closing of the Leadtek Investment, the Company engaged in transactions whereby it sold $ 1.4 million of servers to Leadtek and purchased $ 2.1 million of graphics cards from Leadtek.

Dealings with Investment in a Corporate Venture

In October 2016, the Company entered into agreements pursuant to which the Company contributed certain technology rights in connection with an investment in a privately held company located in China to expand the Company's presence in China.

In October 2016, the Company entered into agreements pursuant to which the Company contributed certain technology rights in connection with an investment in a privately-held company (the “Corporate Venture”) located in China to expand the Company’s presence in China.

The Corporate Venture is 30 % owned by the Company and 70 % owned by another company in China.

The transaction was closed in the third fiscal quarter of 2017 and the investment is accounted for using the equity method.

The transaction was 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.

The Company recorded a deferred gain related to the contribution of certain technology rights.

There was no balance in the deferred gain in the consolidated balance sheets as of June 30, 2023 and 2022.

The Company monitors the investment for events or circumstances indicative of potential impairment and makes appropriate reductions in carrying values if it determines that an impairment charge is required.

In June 2020, the third-party parent company that controls the Corporate Venture was placed on a U.S.

government export control list, along with several of such third-party parent's related entities and a separate listing for one of its subsidiaries.

The Corporate Venture is not itself a restricted party.

The Company has concluded that the Corporate Venture is in compliance with the new restrictions.

The Company does not believe that the equity investment carrying value is impacted as of June 30, 2023.

The carrying value of the equity investment in the corporate venture was $ 4.6 million and $ 2.0 million as of June 30, 2024 and 2023, respectively, recorded in Other assets on the consolidated balance sheets.

The Company performed its impairment analysis on this investment and concluded the carrying value is not impaired as of June 30, 2024 and 2023.

No impairment charge was recorded for the fiscal years ended June 30, 2024, 2023 and 2022.

As of June 30, 2023 and 2022, the investment in this Corporate Venture was $ 2.0 million and $ 5.3 million, respectively.

SMCI | 2023 Form 10-K | 84

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The Company sold products worth $ 21.8 million, $ 24.2 million, and $ 121.0 million to the Corporate Venture in the fiscal years 2024, 2023 and 2022, respectively, and the Company's share of intra-entity profits on the products that remained unsold by the Corporate Venture as of June 30, 2024 and June 30, 2023 have been eliminated and have reduced the carrying value of the Company's investment in the Corporate Venture.

1 unchanged sentence

The Company had $ 5.1 million and $ 1.9 million due from the Corporate Venture in accounts receivable, net as of June 30, 2024 and 2023, respectively.

Other Transactions

For the fiscal year ended June 30, 2024, the Company had immaterial sales to and purchases from Green Earth Liang’s Inc.

(“Green Earth”), an entity affiliated with the Company’s Chief Executive Officer.

As of June 30, 2024, the amounts due to and from Green Earth are immaterial .

For the fiscal year ended June 30, 2024, the Company had immaterial sales of products indirectly to Aeon Lighting Technology Inc.

(“Aeon Lighting”) through a system integrator.

Aeon Lighting is a company which is owned more than 10% by James Liang, a brother of the Company’s Chief Executive Officer.

James Liang is also a director of Aeon Lighting and serves as the Chief Executive Officer of such entity.

As of June 30, 2024, the amount due from Aeon Lighting is immaterial .

SMCI | 2024 Form 10-K | 104

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The Company had the following balances related to transactions with its related parties as of the fiscal years ended June 30, 2024, 2023 and 2022 (in thousands):

Ablecom Compuware Corporate Venture MPS (3)

Ablecom Compuware Corporate Venture Leadtek

Years Ended June 30, Years Ended June 30, Years Ended June 30, Years Ended June 30, Years Ended June 30,

8 unchanged sentences

(2) Includes current portion of operating lease liabilities included in other current liabilities.

(3) The Company procures certain semiconductor products from Monolithic Power Systems, Inc.

(“MPS”), a fabless manufacturer of high-performance analog and mixed-signal semiconductors, through its contract manufacturers for use in its products.

A former member of the Board of Directors who served until May 18, 2022 also serves as an officer of MPS.

As a result, MPS ceased being a related party in the quarter ended September 30, 2022.

The Company's results from transactions with its related parties for each of the fiscal years ended June 30, 2024, 2023 and 2022, are as follows (in thousands):

Ablecom Compuware Corporate Venture MPS (1)

Years Ended June 30, Years Ended June 30, Years Ended June 30, Years Ended June 30, Years Ended June 30,

Ablecom Compuware Corporate Venture Leadtek

Years Ended June 30, Years Ended June 30, Years Ended June 30, Years Ended June 30,

Year Ended June 30,

Years Ended June 30,

2024 2023 2022 2024 2023 2022 2024 2023 2022 2024 2023 2022 2022 2024 2023 2022

9 unchanged sentences

The Company’s cash flow impact from transactions with its related parties for the fiscal years ended June 30, 2024, 2023 and 2022, are as follows (in thousands):

Ablecom Compuware Corporate Venture MPS (1)

Ablecom Compuware Corporate Venture Leadtek

Years Ended June 30, Years Ended June 30, Years Ended June 30, Years Ended June 30, Years Ended June 30,

10 unchanged sentences

As a result, MPS ceased being a related party in the quarter ended September 30, 2022.

Tripartite Agreement

On November 8, 2021, Super Micro Computer Inc., Taiwan (the “Subsidiary”), a Taiwan corporation and wholly-owned subsidiary of the Company, entered into a Tripartite Agreement (the “Agreement”) with Ablecom and Compuware related to a three-way purchase of land.

Ablecom advised that its underlying agreements to acquire land from the third-party landowners in proximity to the Company’s campus in Bade, Taiwan have been terminated, and during the quarter ended December 31, 2022, the Agreement was terminated.

Stock-based Compensation and Stockholders’ Equity

Preferred Stock

The Company has 10,000,000 shares of undesignated preferred stock, $ 0.001 par value per share, authorized but not issued with rights and preferences determined by the Company’s Board of Directors at the time of issuance of such shares.

As of June 30, 2024 and 2023, there were no shares of preferred stock issued and outstanding.

The Company may issue up to 1,000,000,000 shares of common stock, $ 0.001 par value per share.

The holders of our Company's common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders.

Equity Incentive Plan

1 unchanged sentence

The maximum number of shares available under the Original 2020 Plan was 50,000,000 plus 10,450,000 shares of common stock that remained available for future awards under the 2016 Equity Incentive Plan (the “2016 Plan”), at the time of adoption of the Original 2020 Plan.

No other awards can be granted under the 2016 Plan and 7,246,000 shares of common stock remain reserved for outstanding awards issued under the Original 2016 Plan at the time of adoption of the Original 2020 Plan.

On May 18, 2022, the stockholders of the Company approved an amendment and restatement of the Original 2020 Plan (as amended and restated, the “2020 Plan”) which, among other things, increased the number of shares available for award under the 2020 Plan by an additional 2,000,000 shares.

No other awards can be granted under the 2016 Plan and 72,460,000 shares of common stock remained reserved for outstanding awards issued under the 2016 Plan at the time of adoption of the Original 2020 Plan.

On May 18, 2022, the stockholders of the Company approved an amendment and restatement of the Original 2020 Plan which, among other things, increased the number of shares available for award under the 2020 Plan by an additional 20,000,000 shares.

On January 22, 2024, the stockholders of the Company approved a further amendment and restatement of the Original 2020 Plan (as amended and restated from time to time, the “2020 Plan”) which, among other things, further increased the number of shares available for award under the 2020 Plan by an additional 15,000,000 shares.

SMCI | 2024 Form 10-K | 106

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Under the 2020 Plan, the Company can grant stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, dividend equivalents, and certain other awards, including those denominated or payable in, or otherwise based on, the Company’s common stock.

4 unchanged sentences

25 % at the end of one year and one sixteenth per quarter thereafter.

SMCI | 2023 Form 10-K | 86

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

As of June 30, 2024, the Company had 12,669,100 authorized shares available for future issuance under the 2020 Plan.

Offerings of Common Stock

On December 5, 2023, the Company completed a public offering of 24,158,050 shares of the Company's common stock at $ 26.20 per share, with 23,151,050 shares sold by the Company and 1,007,000 shares sold by selling stockholders.

The Company received net proceeds of approximately $ 582.8 million, after deducting underwriting discounts and commissions and offering expenses payable by the Company.

The Company did not receive any proceeds from the sale of the shares of common stock by the selling stockholders.

On March 22, 2024, the Company completed a public offering of 20,000,000 shares of the Company's common stock at $ 87.50 per share.

The Company received net proceeds of $ 1,731.5 million, after deducting underwriting discounts and commissions and offering expenses payable by the Company.

Common Stock Repurchase and Retirement

On January 29, 2021, a duly authorized subcommittee of the Board approved a share repurchase program to repurchase up to an aggregate of $ 200.0 million of the Company's common stock at market prices.

The program was effective until July 31, 2022 or if earlier, until the maximum amount of common stock is repurchased (the "Prior Repurchase Program").

1,391,171 shares of common stock were repurchased and retired for an aggregate $ 50.0 million as of June 30, 2021.

The Company had $ 150.0 million of remaining availability under the Prior Repurchase Program as of June 30, 2022.

There were no shares repurchased under the Prior Repurchase Program during fiscal year 2022, and the remainder of such Prior Repurchase Program expired on July 31, 2022.

During the fiscal year ended June 30, 2021, the Company repurchased and retired 4,209,211 shares of common stock for an aggregated $ 130.0 million.

Additionally, the Company retired 1,333,125 shares of common stock repurchased in prior years.

On August 3, 2022, after the expiration of a prior share repurchase program on July 31, 2022, a duly authorized subcommittee of the Company's Board approved a new share repurchase program to repurchase shares of the Company’s common stock for up to $ 200 million at prevailing prices in the open market.

The share repurchase program is effective until January 31, 2024 or until the maximum amount of common stock is repurchased, whichever occurs first.

The share repurchase program was effective until January 31, 2024 or until the maximum amount of common stock is repurchased, whichever occurred first.

Under the common stock repurchase program, shares may be purchased from time to time in open market transactions, block trades, through plans established under the Securities Exchange Act Rule 10b5-1, or otherwise.

The number of shares purchased and the timing of such purchases are based on working capital requirements, market and general business conditions, and other factors, including alternative investment opportunities.

During the fiscal year ended June 30, 2023, the Company repurchased and retired 1,553,350 shares of common stock for an aggregated $ 150.0 million.

As of June 30, 2023, $ 50.0 million was available for additional repurchases of common stock.

No shares were repurchased under the share repurchase program during the fiscal year ended June 30, 2024.

The share repurchase program was effective until January 31, 2024, at which time the remaining unutilized portion of such program expired.

Determining Fair Value

The Company's fair value of RSUs and PRSUs is based on the closing market price of the Company's common stock on the date of grant.

The fair value of the Company's RSUs and PRSUs is based on the closing market price of the Company's common stock on the date of grant.

The Company estimates the fair value of stock options granted using the Black-Scholes-option-pricing model.

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Expected Dividend—The Black-Scholes valuation model calls for a single expected dividend yield as an input and the Company has no plans to pay dividends.

Risk-Free Interest Rate—The risk-free interest rate used in the Black-Scholes valuation method is based on the United States Treasury zero coupon issues in effect at the time of grant for periods corresponding with the expected term of option.

SMCI | 2024 Form 10-K | 107

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The fair value of stock option grants for the fiscal years ended June 30, 2024, 2023 and 2022 was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions:

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0.81 % - 3.02 %

Expected term 6.07 years 6.09 years 5.98 years

Expected term 3.00 years - 5.99 years

6.07 years 6.09 years

Dividend yield — % — % — %

2 unchanged sentences

49.69 % - 50.13 %

Weighted-average fair value $ 62.08 $ 20.25 $ 14.92

Weighted-average fair value of options

$ 28.58 $ 6.21 $ 2.03

The following table shows total stock-based compensation expense included in the consolidated statements of operations for the fiscal years ended June 30, 2024, 2023 and 2022 (in thousands):

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Stock Option Activity

2021 CEO Performance Award

In March 2021, the Company’s Compensation Committee of the Board of Directors (the “Compensation Committee”) approved the grant of a stock option award for 10,000,000 shares of common stock to the Company’s CEO (the “2021 CEO Performance Stock Option”).

The 2021 CEO Performance Stock Option has five vesting tranches with a vesting schedule based entirely on the attainment of operational milestones (performance conditions) and market conditions, assuming (1) continued employment either as the CEO or in such capacity as agreed upon between the Company’s CEO and the Board and (2) service through each vesting date.

Each of the five vesting tranches of the 2021 CEO Performance Stock Option will vest upon certification by the Compensation Committee that both (i) the market price milestone for such tranche, which begins at $ 45.00 per share for the first tranche and increases up to $ 120.00 per share thereafter (based on a 60 trading day average stock price), has been achieved, and (ii) any one of five operational milestones focused on total revenue, as reported under U.S.

GAAP, have been achieved for the previous four consecutive fiscal quarters.

Upon vesting and exercise, including the payment of the exercise price of $ 45.00 per share, prior to March 2, 2024, the Company’s CEO must hold shares that he acquires until March 2, 2024, other than those shares sold pursuant to a cashless exercise where shares are simultaneously sold to pay for the exercise price and any required tax withholding.

As of June 30, 2024, the 2021 CEO Performance Stock Option had fully vested based upon achievement of operational and stock price milestones as follows:

SMCI | 2024 Form 10-K | 108

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The achievement status of the operational and stock price milestones as of June 30, 2023, was as follows:

Annualized Revenue Milestone

Annualized Revenue Milestone (in billions)

Achievement Status

1 unchanged sentence

Achievement Status

(in billions)

$ 4.0 Achieved

$ 4.50 Achieved (1)

$ 4.8 Achieved $ 6.00 Achieved (2)

$ 5.8 Achieved

$ 7.50 Achieved (3)

$ 8.0 Probable

$ 6.8 Achieved

$ 9.50 Achieved (4)

$ 8.0 Achieved

$ 12.00 Achieved (5)

(1) The vesting of the first tranche of 2,000,000 option shares under the 2021 CEO Performance Stock Option, representing one-fifth of such award, was certified by the Company’s Compensation Committee in August 2022.

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(3) The vesting of the third tranche of 2,000,000 option shares under the 2021 CEO Performance Stock Option representing one-fifth of such award was certified by the Company’s Compensation Committee in January 2023.

(4) On April 25, 2023, the Company’s Compensation Committee certified achievement of the $ 95 stock price milestone based upon the 60 trading day average stock price from January 20, 2023 through April 17, 2023.

The achievement of the $ 6.8 billion annualized revenue milestone is expected to be certified by the Company’s Compensation Committee after the Annual Report on Form 10-K for the year ended June 30, 2023, is filed with the SEC.

At such time, the Company’s Compensation Committee is also expected to certify the vesting of the fourth tranche of 200,000 option shares under the 2021 CEO performance Stock Option representing one-fifth of such award.

(5) On June 19, 2023, the Compensation Committee certified achievement of the $ 120 stock price milestone based upon the 60 trading day average stock price from March 6, 2023 through May 30, 2023.

On the grant date, a Monte Carlo simulation was used to determine for each tranche (i) a fixed expense amount for such tranche and (ii) the future time when the market price milestone for such tranche was expected to be achieved, or its “expected market price milestone achievement time.” Separately, based on a subjective assessment of the Company’s future financial performance, each quarter, the Company will determine whether achievement is probable for each operational milestone that has not previously been achieved or deemed probable of achievement, and, if so, the future time when the Company expects to achieve that operational milestone, or its “expected operational milestone achievement time.” When the Company first determines that an operational milestone has become probable of being achieved, the Company will allocate the entire expense for the related tranche over the number of quarters between the grant date and the then-applicable “expected vesting time.” The “expected vesting time” at any given time is the later of (i) the expected operational milestone achievement time (if the related operational milestone has not yet been achieved) and (ii) the expected market price milestone achievement time (if the related market price milestone has not yet been achieved).

The Company will immediately recognize a catch-up expense for all accumulated expenses from the grant date through the quarter in which the operational milestone was first deemed probable of being achieved.

Each quarter thereafter, the Company will recognize the prorated portion of the then-remaining expense for the tranche based on the number of quarters between such quarter and the then-applicable expected vesting time, except that upon vesting of a tranche, all remaining expenses for that tranche will be immediately recognized.

(4) The vesting of the fourth tranche of 2,000,000 option shares under the 2021 CEO Performance Stock Option representing one-fifth of such award was certified by the Company’s Compensation Committee in September 2023.

(5) The vesting of the fifth tranche of 2,000,000 option shares under the 2021 CEO Performance Stock Option representing one-fifth of such award was certified by the Company’s Compensation Committee in February 2024.

During the fiscal year ended June 30, 2024, the Company recognized compensation expense related to the 2021 CEO Performance Stock Option of $ 0.7 million.

As of June 30, 2024 and 2023, the Company had $ 0.0 million and $ 0.7 million, respectively, in unrecognized compensation cost related to the 2021 CEO Performance Stock Option.

2023 CEO Performance Award

In November 2023, the Compensation Committee approved the grant of a stock option award for 5,000,000 shares of common stock to the Company’s CEO (the “2023 CEO Performance Stock Option”).

The 2023 CEO Performance Stock Option has five vesting tranches with a vesting schedule based entirely on the attainment of operational milestones (performance conditions) and market conditions, assuming (1) continued employment either as the CEO or in such capacity as agreed upon between the Company’s CEO and the Board and (2) service through each vesting date.

Each of the five vesting tranches of the 2023 CEO Performance Stock Option will vest upon certification by the Compensation Committee that both (i) the market price milestone for such tranche, which begins at $ 45.00 per share for the first tranche and increases up to $ 110.00 per share thereafter (based on a 60 trading day average stock price), has been achieved, and (ii) any one of five operational milestones focused on total revenue, as reported under U.S.

GAAP, have been achieved for the previous four consecutive fiscal quarters.

Upon vesting and exercise, including the payment of the exercise price of $ 45.00 per share, prior to November 14, 2026, the Company’s CEO must hold shares that he acquires until November 14, 2026, other than those shares sold pursuant to a cashless exercise where shares are simultaneously sold to pay for the exercise price and any required tax withholding.

The achievement status of the operational and stock price milestones as of June 30, 2024 was as follows:

Annualized Revenue Milestone (in billions) (1)

Achievement Status

Stock Price Milestone (1)

Achievement Status

$ 13.0 Probable

$ 45 Achieved (2)

$ 15.0 Probable

$ 60 Achieved (3)

$ 17.0 Probable

$ 75 Achieved (4)

$ 19.0 Probable

$ 90 Achieved (5)

$ 21.0 Probable

$ 110 Not yet achieved

(1) Under the terms of the 2023 CEO Performance Stock Option, the annualized 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) On March 2, 2024, the Compensation Committee certified achievement of the $ 45 stock price milestone based upon the 60 trading day average stock price from November 29, 2023 through February 26, 2024.

(3) On April 1, 2024, the Compensation Committee certified achievement of the $ 60 stock price milestone based upon the 60 trading day average stock price from December 15, 2023 through March 13, 2024.

SMCI | 2024 Form 10-K | 109

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(4) On April 1, 2024, the Compensation Committee certified achievement of the $ 75 stock price milestone based upon the 60 trading day average stock price from January 4, 2024 through April 1, 2024.

(5) On May 5, 2024, the Compensation Committee certified achievement of the $ 90 stock price milestone based upon the 60 trading day average stock price from January 31, 2024 through April 25, 2024.

During the fiscal year ended June 30, 2024, the Company recognized compensation expense related to the 2023 CEO Performance Stock Option of $ 49.1 million.

As of June 30, 2024, the Company had $ 18.9 million in unrecognized compensation cost related to the 2023 CEO Performance Stock Option.

The unrecognized compensation cost as of June 30, 2024 is expected to be recognized over a period of 2.5 years.

On the respective grant dates of each of the 2021 CEO Performance Award and the 2023 CEO Performance Award, a Monte Carlo simulation was used to determine for each tranche of each award (i) a fixed expense amount for such tranche and (ii) the future time when the market price milestone for such tranche was expected to be achieved, or its “expected market price milestone achievement time.” Separately, based on a subjective assessment of the Company’s future financial performance, each quarter, the Company will determine, using a Monte Carlo simulation, whether achievement is probable for each operational milestone that has not previously been achieved or deemed probable of achievement, and, if so, the future time when the Company expects to achieve that operational milestone, or its “expected operational milestone achievement time.” When the Company first determines that an operational milestone has become probable of being achieved, the Company will allocate the entire expense for the related tranche over the number of quarters between the grant date and the then-applicable “expected vesting time.” The “expected vesting time” at any given time is the later of (i) the expected operational milestone achievement time (if the related operational milestone has not yet been achieved) and (ii) the expected market price milestone achievement time (if the related market price milestone has not yet been achieved).

The Company will immediately recognize a catch-up expense for all accumulated expenses from the respective grant date through the quarter in which the operational milestone was first deemed probable of being achieved.

SMCI | 2024 Form 10-K | 110

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The following table summarizes stock option activity during the fiscal years ended June 30, 2023, 2022 and 2021 under all plans:

The following table summarizes stock option activity during the fiscal year ended June 30, 2024 under all plans:

Outstanding Weighted

Share Weighted

Grant Date Fair Value

(in Years) Aggregate

6 unchanged sentences

Balance as of June 30, 2024 35,443,550 $ 17.57 6.98 $ 2,281,435

5,175,554 $ 26.17

Granted 489,940 $ 40.23

Exercised ( 1,197,756 ) $ 17.82

Forfeited/Cancelled ( 156,322 ) $ 30.47

Balance as of June 30, 2022

4,311,416 $ 29.99

Granted 478,417 $ 74.98

Exercised ( 1,454,811 ) $ 20.94

Forfeited/Cancelled ( 32,489 ) $ 32.36

Balance as of June 30, 2023 3,302,533 $ 40.47 6.49 $ 15,731

Options vested and exercisable at June 30, 2023 1,988,026 $ 32.03 5.19 $ 14,741

Options vested and expected to vest as of June 30, 2024 35,443,550 $ 17.57

Options exercisable as of June 30, 2024 19,456,290 $ 4.39 5.51 $ 1,508,661

For the fiscal year ended June 30, 2024, the tax benefit from options exercised was $ 77.9 million.

The total pretax intrinsic value of options exercised during the fiscal year ended June 30, 2024, 2023 and 2022 was $ 475.0 million, $ 110.1 million and $ 29.6 million, respectively.

27 unchanged sentences

35,443,550 6.98 $ 17.57 19,456,290 $ 4.39

SMCI | 2023 Form 10-K | 90

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

RSU and PRSU Activity

In March 2020, the Compensation Committee granted a PRSU award to one of the Company's senior executives.

The award vests in two tranches and includes service and performance conditions.

Each tranche has 15,000 RSUs that vest in May 2021 and November 2021 based on service conditions only.

Additional units can be earned based on revenue growth percentage in fiscal year 2020 compared to fiscal year 2019, which units would vest in May 2021, and based on revenue growth percentage in fiscal year 2021 compared to fiscal year 2020, which units have vested in November 2021.

The award vested in two tranches and included service and performance conditions.

Each tranche had 150,000 RSUs that vested in May 2021 and November 2021 based on service conditions only.

Additional units could have been earned based on revenue growth percentage in fiscal year 2020 compared to fiscal year 2019, which units would also have vested in May 2021, and based on revenue growth percentage in fiscal year 2021 compared to fiscal year 2020, which units were also to vest in November 2021.

No additional units were earned for fiscal year 2020 as revenue decreased from fiscal year 2019.

An additional 29,390 units were earned for fiscal year 2021 that vested on November 10, 2021.

The following table summarizes RSUs and PRSUs activity during the fiscal years ended June 30, 2023, and 2022 under all plans:

SMCI | 2024 Form 10-K | 111

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The following table summarizes RSUs and PRSUs activity during the fiscal year ended June 30, 2024 under all plans:

Time-based RSUs Outstanding Weighted

Grant-Date Fair Value per Share PRSUs Outstanding Weighted

Grant-Date Fair Value per Share

4 unchanged sentences

Balance as of June 30, 2024 21,272,990 $ 24.19

Granted 1,121,451 $ 38.99 2,939 $ 34.27

Released ( 745,702 ) $ 25.16 ( 17,939 ) $ 34.27

Forfeited ( 351,632 ) $ 30.19 — $ —

Balance as of June 30, 2022 1,879,073 $ 33.72 — $ —

Granted 1,282,890 $ 73.21 — $ —

Released ( 993,635 ) $ 37.86 — $ —

Forfeited ( 125,342 ) $ 43.10 — $ —

Balance as of June 30, 2023 2,042,986 $ 55.94 — $ —

Total fair value of RSU vested as of the respective vesting dates for the fiscal years ended June 30, 2024, 2023 and 2022 was approximately $ 105.2 million, $ 37.6 million, and $ 18.8 million, respectively.

There are no PRSUs outstanding or activities as of and for the year ended June 30, 2024.

The total pretax intrinsic value of RSUs and PRSUs vested was $ 563.0 million, $ 95.0 million and $ 33.1 million for the fiscal years ended June 30, 2024, 2023 and 2022, respectively.

2 unchanged sentences

Total payments for the employees' tax obligations to tax authorities were $ 174.4 million, $ 28.2 million and $ 10.1 million for the fiscal years ended June 30, 2024, 2023 and 2022, respectively, and are reflected as a financing activity within the consolidated statements of cash flows.

Pursuant to the terms of the 2020 and 2016 Plan, shares withheld in connection with net-share settlements are returned to the 2020 and 2016 Plan, respectively, and are available for future grants under the 2020 Plan.

SMCI | 2023 Form 10-K | 91

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Pursuant to the terms of the 2020 Plan, shares withheld in connection with net-share settlements are not added back to the 2020 Plan.

The components of income before income tax provision for the fiscal years ended June 30, 2024, 2023 and 2022 are as follows (in thousands):

5 unchanged sentences

The income tax provision for the fiscal years ended June 30, 2024, 2023 and 2022, consists of the following (in thousands):

SMCI | 2024 Form 10-K | 112

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Years Ended June 30,

9 unchanged sentences

Income tax provision $ 63,294 $ 110,666 $ 52,876

SMCI | 2023 Form 10-K | 92

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The Company’s net deferred tax assets as of June 30, 2024 and 2023 consist of the following (in thousands):

Capitalized research and development costs $ 240,489 $ 94,050

Research and development credits 56,707 34,722

Deferred revenue 35,815 32,376

Convertible Notes

Inventory valuation 33,255 23,022

Capitalized research and development costs 94,050 14,589

Stock-based compensation 16,389 4,589

Lease obligations 7,274 3,162

Accrued vacation and bonus 5,310 6,052

Prepaid and accrued expenses — 1,298

Warranty accrual 3,737 3,038

Accrued vacation and bonus 3,668 5,310

Bad debt and other reserves 2,597 910

1 unchanged sentence

Other 4,910 5,978

Total deferred income tax assets 208,593 113,772

Deferred tax liabilities-depreciation and other ( 6,216 ) ( 6,259 )

Total gross deferred income tax assets

438,762 208,593

Less valuation allowance

( 59,841 ) ( 36,679 )

Total deferred tax assets

378,921 171,914

Right of use asset ( 7,005 ) ( 3,044 )

Valuation allowance ( 36,679 ) ( 33,665 )

Depreciation and amortization

( 6,744 ) ( 6,216 )

Total deferred tax liabilities

( 13,749 ) ( 9,260 )

Deferred income tax assets, net $ 365,172 $ 162,654

SMCI | 2024 Form 10-K | 113

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The Company assesses its 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, 2023, the Company believes that most of its deferred tax assets are “more-likely-than not” to be realized with the exception of state research and development tax credits that have not met the “more-likely than not” realization threshold criteria.

As of June 30, 2024, the Company believes that most of its 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, 2024, the gross excess credits of $ 71.8 million, or net of federal tax benefit of $ 56.7 million, were sub ject to a full valuation allowance.

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The Company's selection of an accounting policy with respect to the GILTI tax rules is to treat GILTI tax as a current period expense under the period cost method.

The Tax Cuts and Jobs Act of 2017 eliminated the option to deduct research and development ("R&D") expenses in the year incurred and instead requires taxpayers to capitalize R&D expenses, including software development cost, and subsequently amortize such expenses over five years for R&D activities conducted in the United States and over fifteen years for R&D activities conducted outside of the United States beginning in the Company's fiscal year 2023.

Although Congress has considered legislation that would defer, modify, and repeal the capitalization and amortization requirement, there is no assurance the provision will be deferred, repealed, or otherwise modified.

Additionally, as the result of the new R&D capitalization tax law effective in 2022, the capitalized amounts resulted in increased current year taxable income, that are deductible as amortized in future periods.

The Company recorded a deferred tax asset for the capitalized R&D expenditures.

On August 16, 2022, the United States enacted the Inflation Reduction Act of 2022 (“IRA”), which, among other things, implemented a 15% minimum tax on book income of certain large corporations, a 1% excise tax on net stock repurchases, and several tax incentives to promote clean energy.

The provisions of the IRA had no impact to the Company's fiscal 2023 income tax provision.

SMCI | 2023 Form 10-K | 93

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Under the 2017 Tax Reform Act, starting on July 1, 2018, the Company is no longer subject to federal income tax on earnings remitted from its foreign subsidiaries.

14 unchanged sentences

Provision to return true-up ( 0.1 ) ( 0.1 ) 0.1

Officer Comp IRC section 162(m) limitation

Other, net 0.2 0.2 0.1

1 unchanged sentence

As of June 30, 2024, the Company had state research and development tax credit carryforwards of $ 95.9 million.

The state research and development tax credits will carryforward indefinitely to offset future state income taxes.

The state research and development tax credits will carry forward indefinitely to offset future state income taxes.

SMCI | 2024 Form 10-K | 114

5 unchanged sentences

For current year’s tax positions 2,392

For prior years’ tax positions 1,439

Gross decreases:

Decreases due to settlements with taxing authority ( 4,090 )

Decreases due to lapse of statute of limitations ( 1,036 )

2 unchanged sentences

For current year’s tax positions 6,632

For prior years’ tax positions 1,616

Gross decreases:

13 unchanged sentences

As of June 30, 2024 and 2023, the Company had accrued $ 4.4 million and $ 3.5 million for the payment of interest and penalties relating to unrecognized tax benefits, respectively.

In October 2019, the Taiwan tax authority completed its audit in Taiwan for fiscal year 2018 and proposed a transfer pricing adjustment on the Company which resulted in additional tax liability of $ 1.6 million.

The Company accepted the proposed adjustment in October 2019 and paid the $ 1.6 million tax liability in February 2020.

In February 2020, the Taiwan tax authority completed its audit in Taiwan for fiscal year 2019 and proposed a transfer pricing adjustment on the Company which resulted in additional tax liability of $ 1.0 million.

The Company accepted the proposed adjustment and paid the $ 1.0 million tax liability in February 2020.

The impact of these adjustments on the income statement was offset by the release of previously unrecognized tax benefits related to the fiscal years audited in the periods in which the proposed adjustments were accepted.

Besides the $ 2.6 million tax liability paid for fiscal year 2018 and fiscal year 2019 audit, the Company paid $ 1.5 million additional tax liability for fiscal year 2017 under the same Taiwan tax audit.

Total audit settlement in Taiwan was $ 4.2 million, which was paid by February 2020.

The additional tax liability was recorded as tax provision on Super Micro Computer Inc.

BV’s books for its foreign permanent establishment in fiscal year 2017 to 2019.

In December 2022, the Company received an updated audit decision letter from the Taiwan tax authority.

The letter confirmed the same amount of assessment of $ 4.2 million that the Company paid by February 2020, but the tax liability is for the Taiwan subsidiary’s missing reporting of book income instead of the Netherlands BV subsidiary’s permanent establishment.

The Company accepted the change of the decision.

Consequently, the Company made an intercompany adjustment on tax provision between Super Micro Computer Inc.

BV and the Company’s Taiwan subsidiaries.

On the top of this intercompany transfer pricing charge, the Company

SMCI | 2023 Form 10-K | 95

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

released $ 2.0 million tax reserve for Super Micro Computer Inc.

BV's foreign permanent establishment tax uncertain reserve, and trued-up $ 1.0 million additional tax reserve on Super Micro Computer Inc.

BV’s books for the unsettled audit with the Netherlands tax authority.

The Company expects settlement from the Netherlands tax authority in early fiscal year 2024.

The Company believes that it has adequately provided reserves for all uncertain tax positions;

1 unchanged sentence

Accordingly, the Company’s 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.

The federal statute of limitations remains open in general for tax years ended June 30, 2020 through 2022.

Various states statute of limitations remains open in general for tax years ended June 30, 2019 through 2022.

Certain statutes of limitations in major foreign jurisdictions remain open in general for the tax years ended June 30, 2017 through 2022.

The Company is subject to taxation and files income tax returns in the U.S.

federal jurisdiction and various state and foreign jurisdictions.

The federal statute of limitations remains open in general for tax years ended June 30, 2021 and after.

Various states statute of limitations remains open in general for tax years ended June 30, 2020 and after.

Certain statutes of limitations in major foreign jurisdictions remain open in general for the tax years ended June 30, 2019 and after.

It is reasonably possible that our gross unrecognized tax benefits will decrease by approximately $ 3.2 million, in the next 12 months, due to the lapse of the statute of limitations.

4 unchanged sentences

Commitments and Contingencies

Litigation and Claims— On February 8, 2018, two putative class action complaints were filed against the Company, the Company's Chief Executive Officer, and the Company's former Chief Financial Officer in the U.S.

District Court for the Northern District of California (Hessefort v.

Litigation and claims

On August 30, 2024, three putative class action complaints were 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.

18-cv-00838 and United Union of Roofers v.

5:24-cv-06147, Menditto v.

Super Micro Computer, Inc., et al., No.

3:24-cv-06149, and Spatz v.

Super Micro Computer, Inc., et al., No.

5:24-cv-06193).

The complaints contain similar allegations, claiming that the defendants violated Section 10(b) of the Securities Exchange Act due to alleged misrepresentations and/or omissions in public statements regarding recognition of revenue.

The court subsequently appointed New York Hotel Trades Council & Hotel Association of New York City, Inc.

Pension Fund as lead plaintiff.

The lead plaintiff then filed an amended complaint naming the Company's Senior Vice President of Investor Relations as an additional defendant.

On June 21, 2019, the lead plaintiff filed a further amended complaint naming the Company's former Senior Vice President of International Sales, Corporate Secretary, and Director as an additional defendant.

On July 26, 2019, the Company filed a motion to dismiss the complaint.

On March 23, 2020, the Court granted the Company’s motion to dismiss the complaint, with leave for lead plaintiff to file an amended complaint within 30 days.

On April 22, 2020, lead plaintiff filed a further amended complaint.

On June 5, 2020, the Company filed a motion to dismiss the further amended complaint, the hearing for which was calendared for September 23, 2020;

however, the Court held a conference on September 15 to discuss how the Court could efficiently address the recent SEC settlement agreement.

The parties stipulated to allow plaintiffs to further amend the complaint solely to add allegations relating to the SEC settlement.

On October 14, 2020, plaintiffs filed a Fourth Amended Complaint.

On October 28, 2020, defendants filed a supplemental motion to dismiss.

On March 29, 2021, the Court granted in part and denied in part defendants’ motions to dismiss.

Plaintiffs’ claims under Sections 10(b) and 20 of the Exchange Act were dismissed with prejudice as against the Company’s former head of Investor Relations, Perry Hayes.

Plaintiffs’ Section 10(b) claim, but not the Section 20 claim, was likewise dismissed as to Wally Liaw, a founder, former director, and former SVP of International Sales.

The Court denied the motions to dismiss the Section 10(b) and Section 20 claims against the Company, Charles Liang, and Howard Hideshima, the Company’s former CFO.

On March 11, 2022, the Company, together with the individual defendants, agreed in principle with plaintiff’s counsel to settle the action.

On April 8, 2022, the parties entered into a stipulation of settlement, pursuant to which and subject to Court approval, plaintiff will dismiss with prejudice and release on behalf of a class of shareholders all claims against defendants, including the Company, in exchange for payment of $ 18,250,000 , of which sum $ 2,000,000 will be funded by the Company.

On May 25, 2022, the Court vacated the hearing on preliminary approval of the proposed settlement scheduled for June 2, 2022, stating that the unopposed motion was suitable for disposition without oral argument.

On November 8, 2022, the Court granted preliminary approval and calendared a hearing on March 2, 2023 for final approval, which the Court continued to May 4, 2023.

Following the Court granting preliminary approval, settlement funds were transferred into an account controlled by the settlement’s escrow agent to be held until the Court granted final approval.

Following the May 4, 2023 hearing, the Court granted final approval in a subsequent order issued on May 5, 2023 which fully resolved the action.

On October 4, 2024, a fourth putative class action complaint was filed in the same court (Norfolk County Retirement System v.

Super Micro Computer, Inc., et al., No.

5:24-cv-06980).

On October 18, 2024, a fifth putative class action complaint was filed in the same court (Covey Financial Inc., et al.

Super Micro Computer, Inc., et al., No.

5:24-cv-07274).

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.

On October 28, 2024, the Spatz plaintiff voluntarily dismissed the Spatz complaint without prejudice against all Defendants, ending the suit.

On November 21, 2024, the Averza Court entered a Stipulation and Order extending Defendants’ time to respond to the Averza complaint until after the Court appoints a lead plaintiff, which hearing is set for March 6, 2025.

A similar stipulation was entered among the parties as to the Covey Financial complaint.

On January 9, 2025, the Menditto plaintiff voluntarily dismissed the Menditto complaint without prejudice against all Defendants, ending the suit.

The Company has not been served with the Norfolk County Retirement System complaint.

These matters are too preliminary to form a judgment as to whether the likelihood of an adverse outcome is probable and the Company is unable to estimate the possible loss or range of loss, if any.

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, certain current and former directors and certain current officers of the Company were named as defendants in a putative derivative lawsuit 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.

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 named as a nominal defendant in the Derivative Litigation.

The Federal Derivative Litigation purports to allege 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.

On November 5, 2024, the Court in the Hollin Action entered a Stipulation and Order staying all proceedings in Hollin and any related federal derivative actions, which includes the Federal Derivative Litigation.

The Court in the State Court Derivative Litigation stayed all proceedings until case management conferences were held in each suit, with the first conference scheduled for April 24, 2025 in Spatz.

These matters are too preliminary to form a judgment as to whether the likelihood of an adverse outcome is probable and the Company is unable to estimate the possible loss or range of loss, if any.

SMCI | 2024 Form 10-K | 116

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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.

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.

A case management judge was assigned in December 2024, but no case conference has been scheduled and no timetable for subsequent procedural steps has been set.

The matter is too preliminary to form a judgment as to whether the likelihood of an adverse outcome is probable and the Company is unable to estimate the possible loss or range of loss, if any.

In late 2024, the Company received subpoenas from the Department of Justice and the Securities and Exchange Commission seeking a variety of documents following the publication in a short seller report which was published in August 2024.

The Company is cooperating with these document requests and no charges have been brought as of the date of this filing.

Other legal proceedings and indemnifications

From time to time, the Company has been involved in various legal proceedings arising from the normal course of business activities.

In addition to the matters described above, from time to time, the Company has been involved in various legal proceedings, disputes, claims, and regulatory or governmental inquiries and investigations arising from the normal course of business activities.

The resolution of any such matters have not had a material impact on the Company’s consolidated financial condition, results of operations or liquidity as of June 30, 2024, and any prior periods.

4 unchanged sentences

Purchase Commitments - The Company has agreements to purchase inventory and non-inventory items primarily through the next 12 months.

As of June 30, 2023, these remaining noncancelable commitments were $ 2.3 billion, including $ 70.5 million for related parties.

Lease Commitments - See Part II, Item 8, Note 8, "Leases," for a discussion of the Company's operating lease and financing lease commitments.

SMCI | 2023 Form 10-K | 97

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

As of June 30, 2024, these remaining non-cancelable commitments were $ 6.2 billion, including $ 152.3 million to related parties.

The Company also reviews and assesses the need for expected loss liabilities on a quarterly basis for all products it does not expect to sell for but has committed purchases from suppliers.

There were approximately $ 26.4 million of loss liabilities recognized in Accrued liabilities in the consolidated balance sheets from purchase commitments as of June 30, 2024.

As of June 30, 2023, there were no material loss liabilities recorded in the consolidated balance sheets from purchase commitments.

Lease Commitments - See Note 9, "Leases" in the Notes to the Consolidated Financial Statements for a discussion of the Company's operating lease commitments.

Retirement Plans

7 unchanged sentences

For the fiscal years ended June 30, 2024, 2023 and 2022, the Company’s matching contribution was $ 1.1 million, $ 0.9 million, and $ 0.8 million, respectively.

SMCI | 2024 Form 10-K | 117

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The Company contributes to a defined contribution pension plan administered by the government of Taiwan that covers all eligible employees within Taiwan.

4 unchanged sentences

For the fiscal years ended June 30, 2024, 2023 and 2022, the Company’s contribution was $ 4.1 million, $ 3.6 million and $ 3.4 million, respectively.

The Company has a defined benefit pension plan under the R.O.C.

Labor Standards Law for certain employees of Super Micro Computer, Inc.

The Company has 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.

11 unchanged sentences

United States $ 281,874 $ 183,485

Asia 104,094 102,241

Europe 2,661 2,885

107,878 101,912

The Company’s revenue is presented on a disaggregated basis in Part II, Item 8, Note 3, “Revenue” by type of product and by geographical market.

Other countries

$ 414,008 $ 290,240

The table above excludes other assets, goodwill and intangible assets.

Operating lease assets in the United States were $ 29.3 million as of June 30, 2024.

Operating lease assets in the United States and the Netherlands were $ 12.4 million and $ 3.0 million as of June 30, 2023, respectively.

Operating lease assets in all other countries were less than 10% as of June 30, 2024 and 2023.

For fiscal year 2024, 2023 and 2022, 68.0 %, 67.9 % and 58.4 % of the Company’s revenues were from the United States.

Other countries were individually less than 10%.

The Company’s revenue by geographic region is based on where the products were shipped to for fiscal years ended 2024, 2023 and 2022.

Subsequent Events

Bank of America Bridge Term Loan Facility

On July 19, 2024, the Company entered into a Term Loan Credit Agreement, by and among the Company, the lenders party thereto (the “Lenders”), and Bank of America, N.A., as the administrative agent (the “Term Loan Agent”), which provided for a $ 500 million term loan facility (the “Bridge Term Loan Facility”).

On September 27, 2024, the Company entered into Amendment No.

1 to Term Loan Credit Agreement (the “Term Loan Amendment”), by and among the Company, the lenders party thereto, and the Term Loan Agent, which amended the Bridge Term Loan Facility to, among other things, extend

SMCI | 2024 Form 10-K | 118

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

the date by which the Company was required to deliver its audited financial statements for its fiscal year 2024 under the Bridge Term Loan Facility from September 28, 2024 to November 27, 2024 and required the Company to prepay $ 250 million of the term loans outstanding thereunder.

On November 1, 2024, the Company prepaid in full and terminated its obligations under the Bridge Term Loan Facility.

2018 Bank of America Credit Facility

On July 19, 2024, the Company entered into an Eighth Amendment to Loan and Security Agreement, by and among the Company, the lenders party thereto, and Bank of America, N.A., as administrative agent for the lenders (the “ABL Agent”), which amended the 2018 Bank of America Credit Facility to, among other things, allow for the Company’s entry into and borrowing under the Bridge Term Loan Facility.

On September 27, 2024, the Company entered into a Ninth Amendment to Loan and Security Agreement, by and among the Company, the lenders party thereto, and the ABL Agent, which amended the 2018 Bank of America Credit Facility to, among other things, extend the date by which the Company was required to deliver its audited financial statements for its fiscal year 2024 under the 2018 Bank of America Credit Facility from September 28, 2024 to November 27, 2024 and added a $ 70 million availability block to the U.S.

borrowing base thereunder.

On November 20, 2024, the Company prepaid in full and terminated its obligations under the 2018 Bank of America Credit Facility.

2022 Bank of America Credit Facility

On November 20, 2024, the Company, through its Taiwan subsidiary, terminated its obligations under the 2022 Bank of America Credit Facility with respect to the credit lines with Bank of America – Taipei Branch.

Cathay Bank Line of Credit

On October 28, 2024, the Company entered into a Third Amendment to Loan Agreement, by and among the Company and Cathay Bank, which amended the Cathay Bank Loan Agreement to, among other things, (a) extend the date by which the Company was required to deliver its (i) audited financial statements for its fiscal year 2024 under the Cathay Bank Loan Agreement from October 28, 2024 to December 31, 2024 and (ii) balance sheet and income statement for its fiscal quarter ending September 30, 2024 under the Loan Agreement from November 29, 2024 to December 31, 2024 and (b) added a covenant requiring that the Company maintain at least $ 150 million of unrestricted cash at all times.

On November 15, 2024, the Company also entered into a Fourth Amendment to Loan Agreement, by and between the Company and Cathay Bank, which amended the Cathay Bank Loan Agreement to, among other things, reduce the revolving line and letter of credit sublimit under the Cathay Bank Loan Agreement to $ 458,000 .

On November 20, 2024, the Company prepaid in full and terminated its obligations under the Cathay Bank Loan Agreement.

E.SUN Bank Credit Lines

On November 14, 2024, the Company’s Taiwan subsidiary (the “Subsidiary”) entered into amendments (the “E.SUN Amendments”) of various Notifications and Confirmations of Credit Agreements (the “Notifications and Confirmations”) previously entered into with E.SUN Bank, which among other things, extended the time period for the financial statements issued by the Subsidiary for its fiscal year 2024 to be reviewed by E.SUN Bank from October 31, 2024 to December 31, 2024.

In addition, the Notifications and Confirmations included various financial commitments applicable to the Subsidiary related to current ratio, net debt ratio, and interest coverage multiple.

If such financial commitments are not achieved, the amortization period for the current balances thereunder will be shortened to one year starting from the 31st of the review month.

The Company submitted the financial statements prior to December 31, 2024.

On December 20, 2024, the General Loan, Export/Import Financing, Overdraft Facilities, and Securities Agreement which the Company, through its Taiwan subsidiary, had entered into with the Taiwan affiliate of HSBC Bank (the “Loan Agreement”) was terminated and not renewed.

The balance under this $ 50 million Loan Agreement had been fully repaid on September 9, 2024, and had remained undrawn since such date.

SMCI | 2024 Form 10-K | 119

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Amendment of 2029 Convertible Notes and associated capped calls

On February 20, 2025, the Company amended the terms of the 2029 Convertible Notes pursuant to a first supplemental indenture and a second supplemental indenture, in each case by and between the Company and U.S.

Bank Trust Company, National Association as trustee.

The terms of 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 initial conversion rate of 11.9842 shares of the Company's common stock per $1,000 principal amount of 2029 Convertible Notes (equivalent to an initial conversion price of approximately $ 83.44 per share of the Company’s common stock).

The conversion rate and conversion price will be subject to adjustment upon the occurrence of certain events.

The remaining terms of the 2029 Convertible Notes remain substantially unchanged.

In connection with the amendment of the terms of the 2029 Convertible Notes, the Company amended the capped call transactions entered into in connection with the initial issuance of the 2029 Convertible Notes in February 2024.

The amendments, among other things, make certain adjustments to the economic terms of the capped call transactions, including the cap price.

The cap price, after giving effect to the amendments, is initially $ 94.1666 per share of the Company's common stock, and is subject to certain adjustments under the terms of the amended capped calls.

Issuance of 2028 Convertible Notes

On February 20, 2025, the Company issued $ 700.0 million aggregate principal amount of 2.25 % Convertible Senior Notes due 2028 (the “2028 Convertible Notes”) pursuant to an indenture, dated as of February 20, 2025 by and between the Company and U.S.

Bank Trust Company, National Association, as trustee for gross proceeds of $ 700 million and approximately $ 50 million of issuance cost.

The 2028 Convertible Notes were sold to investors pursuant to privately negotiated agreements.

The 2028 Convertible Notes will mature on July 15, 2028, unless earlier redeemed, repurchased or converted.

The 2028 Convertible Notes have an initial conversion rate of 16.3784 shares of the Company’s common stock per $1,000 principal amount of the 2028 Convertible Notes, which is equivalent to an initial conversion price of approximately $ 61.06 per share of the Company’s common stock, in each case subject to adjustment upon the occurrence of certain events.

Prior to January 15, 2028, the 2028 Convertible Notes will be convertible only upon the satisfaction of certain conditions and during certain periods, and on and after January 15, 2028, at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date, the 2028 Convertible Notes will be convertible regardless of these conditions.

The Company will settle conversions of the 2028 Convertible Notes by paying or delivering cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock at the Company’s election.

SMCI | 2024 Form 10-K | 120

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

As previously reported on the Company’s Current Report on Form 8-K filed October 30, 2024, on October 24, 2024, EY sent the members of the Audit Committee a letter of resignation as the Company’s registered public accounting firm (the “Resignation Letter”).

EY was engaged on March 15, 2023 to perform an audit for the Company’s fiscal year 2024, and did not issue any report on the Company’s financial statements or the Company’s internal control over financial reporting.

EY resigned while conducting the audit for the Company’s fiscal year 2024, EY’s first audit on the Company’s behalf.

In late July 2024, EY communicated to the Audit Committee concerns about several matters relating to governance, transparency and completeness of communications to EY, and other matters pertaining to the Company’s internal control over financial reporting, and that the timely filing of the Company’s annual report was at significant risk.

In response, the Board appointed the Special Committee to conduct the Review, discussed in the Explanatory Note.

The Special Committee engaged Cooley LLP, and forensic accounting firm Secretariat Advisors, LLC, to perform an investigation on behalf of and at the direction of the Special Committee.

EY and the Board received updates with preliminary information relating to the Review.

After receiving additional information through the Review process, EY informed the Special Committee that the additional information EY received raised questions, including about whether the Company demonstrated a commitment to integrity and ethical values consistent with Principle 1 of the COSO Framework, about the ability and willingness of the Audit Committee and overall Board to demonstrate and act as an oversight body that is independent of the CEO and other members of management in accordance with Principle 2 of the COSO Framework, and whether EY could rely on representations from certain members of management and from the Audit Committee.

In the Resignation Letter, EY stated, in part:

“we are resigning due to information that has recently come to our attention which has led us to no longer be able to rely on management's and the Audit Committee’s representations and to be unwilling to be associated with the financial statements prepared by management, and after concluding we can no longer provide the Audit Services in accordance with applicable law or professional obligations.”

Other than as described above, during fiscal years 2024 and 2023, and the subsequent interim period preceding EY’s resignation, (1) there were no “disagreements,” as defined in Item 304(a)(1)(iv) of Regulation S-K, with EY on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which if not resolved to EY’s satisfaction to our knowledge would have caused it to make reference to the subject matter thereof in connection with its report, and (2) there were no “reportable events” as described in Item 304(a)(1)(v) of Regulation S-K.

The points raised by EY as set forth in this Item 9 did not have any effect on the Company’s financial statements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data