Item 5. Other Information
Item 5. Other Information
Insider Trading Arrangements
During the three months ended March 31, 2025, the following officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Name
Action
Adoption/Termination Date
Trading Arrangement
Total Shares of Common Stock to be Sold
Expiration Date
Rule 10b5-1*
Non-Rule 10b5-1**
Charles Liang
( President, Chief Executive Officer, and Chairman )
Adoption
February 28, 2025
X
500,000
December 31, 2025
_________________
* Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
** “Non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K under the Exchange Act.
SMCI | Q3 2025 Form 10-Q | 54
Table of Contents
Item 6. Exhibits
(a) Exhibits.
Exhibit
Number Description
4.1 First Supplemental Indenture, as of February 20, 2025 between Super Micro Computer, Inc. and U.S. Bank Trust Company, National Association, as trustee ( i ncorporated by reference to Exhibit 4.3 of the Company’s Current Report on 8-K (Commission File No. 001-33383) filed with the Securities and Exchange Commission on February 21, 2025)
4.2 Second Supplemental Indenture, as of February 20, 2025 between Super Micro Computer, Inc. and U.S. Bank Trust Company, National Association, as trustee ( i ncorporated by reference to Exhibit 4.4 of the Company’s Current Report on 8-K (Commission File No. 001-33383) filed with the Securities and Exchange Commission on February 21, 2025)
4.3 Form of Amended and Restated Indenture, between Super Micro Computer, Inc. and U.S. Bank Trust Company, National Association, as trustee (included within Exhibit 4.2)
4.4 Form of Note, between Super Micro Computer, Inc. and U.S. Bank Trust Company, National Association, as trustee (included within Exhibit 4.3)
4.5 Indenture related to 2.25% Convertible Senior Notes due 2028, as of February 20, 2025 between Super Micro Computer, Inc. and U.S. Bank Trust Company, National Association, as trustee ( i ncorporated by reference to Exhibit 4.1 of the Company’s Current Report on 8-K (Commission File No. 001-33383) filed with the Securities and Exchange Commission on February 21, 2025)
4.6 Form of Note, between Super Micro Computer, Inc. and U.S. Bank Trust Company, National Association, as trustee (included within Exhibit 4.5)
10.1 Form of Amendment Agreement to the Capped Call Confirmations ( i ncorporated by reference to Exhibit 10.1 of the Company’s Current Report on 8-K (Commission File No. 001-33383) filed with the Securities and Exchange Commission on February 21, 2025)
10.2+ Summary of Short-Term Credit Facilities with CTBC Bank, Co., Ltd. dated as of February 27, 2025
31.1+ Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2+ Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1+ Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2+ Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS+ XBRL Instance Document
101.SCH+ XBRL Taxonomy Extension Schema Document
101.CAL+ XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF+ XBRL Taxonomy Extension Definition Linkbase Document
101.LAB+ XBRL Taxonomy Extension Label Linkbase Document
101.PRE+ XBRL Taxonomy Extension Presentation Linkbase Document
104+ The cover page from this Quarterly Report on Form 10-Q, formatted in Inline XBRL
+ Filed herewith
SMCI | Q3 2025 Form 10-Q | 55
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SUPER MICRO COMPUTER, INC.
Date: May 12, 2025 /s/ CHARLES LIANG
Charles Liang
President, Chief Executive Officer and Chairman of the Board
(Principal Executive Officer)
Date: May 12, 2025 /s/ DAVID WEIGAND
David Weigand
Senior Vice President, Chief Financial Officer
(Principal Financial Officer)
Date: May 12, 2025 /s/ KENNETH CHEUNG
Kenneth Cheung
Senior Vice President, Chief Accounting Officer
(Principal Accounting Officer)
SMCI | Q3 2025 Form 10-Q | 56
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.