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Item 5. Market for Registrant’s Common Equity

2025-08-28 compared with 2025-02-25 · 42 added, 8 removed, 20 unchanged (71% of the section changed)

1 unchanged sentence

Market Information

We became a public company in March 2007, prior to which there was no public market for our common stock.

On January 14, 2020, our common stock was relisted on the NASDAQ Global Select Market under the symbol “SMCI".

As of January 31, 2025, there were 19 registered stockholders of record of our common stock.

Our common stock is traded on the Nasdaq Global Select Market under the symbol SMCI.

Public trading of our common stock began on March 29, 2007.

Prior to that, there was no public market for our common stock.

As of July 31, 2025, there were 22 registered stockholders of record of our common stock not including those shares held in street or nominee name.

Because most of our shares are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of beneficial stockholders represented by these holders of record.

Forward Stock Split

On September 30, 2024, we filed the Amendment to effect the Stock Split of our common stock.

The Amendment also effected a proportionate increase in the number of shares of authorized common stock from 100,000,000 to 1,000,000,000.

Pursuant to Section 242(d) of the General Corporation Law of the State of Delaware, stockholder approval was not required in connection with the foregoing.

The Stock Split became effective at 5:00 p.m.

Eastern Time on September 30, 2024.

Trading in the common stock on the Nasdaq Global Select Market commenced on a Stock Split-adjusted basis at the market open on October 1, 2024, under the existing trading symbol “SMCI.”

As a result of the Stock Split, every one (1) share of common stock issued and outstanding was automatically divided into ten (10) shares of common stock.

The Stock Split did not modify any rights or preferences of the shares of the common stock.

Proportionate adjustments were automatically made to the number of shares of common stock underlying our outstanding equity awards, equity incentive plans, and other existing agreements, as well as exercise or conversion prices, as applicable.

Unless noted, all references to shares of common stock and per share amounts contained in this Annual Report on Form 10-K have been retroactively adjusted to reflect the Stock Split.

Dividend Policy

5 unchanged sentences

This performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of Super Micro Computer, Inc.

under the Securities Act of 1933, as amended, (the “Exchange Act”).

The following graph compares our cumulative five-year total stockholder return on our common stock with the cumulative return of the Nasdaq Computer Index and Nasdaq Composite Index.

The graph reflects an investment of $100 (with reinvestment of all dividends, if any) in our common stock, the Nasdaq Computer Index and the Nasdaq Composite Index on June 30, 2019, and our relative performance tracked through June 30, 2024.

The stockholder return shown on the graph below is not necessarily indicative of future performance, and we do not make or endorse any predictions as to future stockholder returns.

with the SEC, whether made before or after the date of this Annual Report and irrespective of any general incorporation language in those filings, except to the extent that such filing specifically states that such graph and related information are incorporated by reference into such filing.

The following graph shows a comparison of the cumulative total return for our common stock, the Nasdaq Computer Index and the Nasdaq Composite Index for the five years ended June 30, 2025.

The annual changes for the five-year period shown in the graph assume that $100 was invested in our common stock and each index at the market close on the last trading day for the fiscal year ended June 30, 2020, and that all dividends (if any were issued) were reinvested.

The stock price performance of the following graph is not indicative of future stock price performance.

SMCI | 2025 Form 10-K | 37

*$100 invested on 6/30/2020 in stock and in indices, including reinvestment of dividends.

FactSet financial data and analytics.

6/30/2020 6/30/2021 6/30/2022 6/30/2023 6/30/2024 6/30/2025

4 unchanged sentences

Recent Sales of Unregistered Securities

From November 1, 2024 through November 5, 2024, we issued 11,360 shares of our common stock to two current employees and one former employee, upon exercise of vested stock options granted to them in 2018-2023, as compensatory awards under the 2016 Equity Incentive Plan and the 2020 Equity and Incentive Compensation Plan, as amended and restated.

The aggregate proceeds from the exercise of the stock options was approximately $33,000.

The issued shares represented less than 0.1% of our outstanding common stock and were not issued in a public offering.

Issuer Purchases of Equity Securities

During the three months ended June 30, 2024, we did not repurchase any shares of our common stock.

During the three months ended June 30, 2025 , we repurchased the following shares of our common stock:

Total Number of Shares Purchased

Average Price Paid per Share

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs

Approximate Dollar Value of Shares that May Yet Be Purchased under the Plans or Programs

Month 1 (April 1, 2025 to April 30, 2025)

Month 2 (May 1, 2025 to May 31, 2025)

Month 3 (June 1, 2025 to June 30, 2025)

4,891,171 $40.89 4,891,171 —

4,891,171 $40.89 4,891,171

SMCI | 2025 Form 10-K | 38

In June 2025, we repurchased 4,891,171 shares of our common stock for an aggregate purchase price of approximately $200.0 million.

The repurchased shares were subsequently retired.

The repurchase was conducted concurrently with our offering of the 2030 Convertible Notes, in privately negotiated transactions with certain purchasers of the 2030 Convertible Notes.

The transactions were effected through one of the initial purchasers of the 2030 Convertible Notes or our affiliates, in each case, acting as our agent.

The repurchase price was $40.89 per share, which represented the closing trading price of our common stock on June 23, 2025, the date on which the 2030 Convertible Notes were priced.

This repurchase was conducted outside of a publicly announced repurchase plan or program, and was not made pursuant to a Rule 10b5-1 trading plan or under the Rule 10b-18 safe harbor.

We have not adopted any publicly announced repurchase plans or programs, and no such plans were in effect during fiscal year 2025.

SMCI | 2025 Form 10-K | 39

SMCI | 2025 Form 10-K | 40

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 5. Market for Registrant’s Common Equity