What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2025-08-28 compared with 2025-02-25 · 1120 added, 975 removed, 894 unchanged (70% of the section changed)

15 unchanged sentences

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.

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

(the “Company”) as of June 30, 2025 and 2024, the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the years 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, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

We also have audited the adjustments to the 2023 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.

We were not engaged to audit, review, or apply any procedures to the 2023 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 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, 2025, 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 August 28, 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.

Our responsibility is to express an opinion on the Company’s consolidated 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.

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.

We conducted our audits 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.

Our audits 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.

Our audits 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 audits provide a reasonable basis for our opinion.

Critical Audit Matters

1 unchanged sentence

(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.

The communication of the 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 | 2025 Form 10-K | 56

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.

As described in Notes 1 and 6 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 $4.68 billion as June 30, 2025.

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 upon the Company’s 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.

Auditing the valuation of inventories, which includes write-down percentages for excess and obsolescence applied to the different inventory aging categories, 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.

1 unchanged sentence

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.

As described in Notes 1 and 4 to the consolidated financial statements, the Company’s net sales were $21.97 billion for the year ended June 30, 2025.

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.

Transfer of control of promised goods 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 a 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.

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

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

4 unchanged sentences

San Jose, California

February 25, 2025

August 28, 2025

SMCI | 2025 Form 10-K | 57

2 unchanged sentences

Opinion on the Financial Statements

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 have audited, before the effects of the adjustments to retrospectively apply the stock split discussed in Note 1 to the consolidated financial statements, the related consolidated statements of operations, comprehensive income, stockholders' equity, and cash flows, for the year ended June 30, 2023, and the related notes (collectively referred to as the "financial statements") (the June 30, 2023 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 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 results of its operations and its cash flows for the year ended June 30, 2023, 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.

2 unchanged sentences

These financial statements are the responsibility of the Company's management.

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

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

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.

We conducted our audits in accordance with the standards of 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 financial statements are free of material misstatement, whether due to error or fraud.

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

Our audit included performing procedures to assess the risks of material misstatement of the 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 financial statements.

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

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

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

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

/s/ DELOITTE & TOUCHE LLP

7 unchanged sentences

(in thousands, except par value per share amounts)

June 30, June 30,

Current assets:

7 unchanged sentences

Property, plant, and equipment, net

504,488 414,008

Deferred income taxes, net 607,416 365,172

12 unchanged sentences

Deferred revenue, non-current 362,645 223,324

Term loans 74,083 120,179

Term loans, non-current

37,415 74,083

Convertible notes

Other long-term liabilities 67,878 37,947

4,645,178 1,697,716

Other long-term liabilities (including amounts due to related parties of $ 608 and $ 0 at June 30, 2025 and 2024, respectively)

326,528 67,878

Total liabilities 7,716,558 4,408,722

10 unchanged sentences

stockholders’ equity 6,301,693 5,417,206

Noncontrolling interest 164 165

Non-controlling interest

Total stockholders’ equity 6,301,871 5,417,370

14 unchanged sentences

Research and development 636,550 463,548 307,260

463,548 307,260 272,273

Sales and marketing 273,139 189,738 115,025

189,738 115,025 90,126

General and administrative 267,239 197,350 99,585

197,350 99,585 102,435

Total operating expenses 1,176,928 850,636 521,870

4 unchanged sentences

Income tax provision ( 156,851 ) ( 63,294 ) ( 110,666 )

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

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

( 6,211 ) 1,821 ( 3,633 )

1 unchanged sentence

Net income per common share:

$ 2.07 $ 1.21 $ 0.55

$ 1.92 $ 1.14 $ 0.53

Basic $ 1.77 $ 2.07 $ 1.21

Diluted $ 1.68 $ 1.92 $ 1.14

Weighted-average shares used in calculation of net income per common share:

555,878 529,249 514,785

602,146 559,704 536,155

Basic 593,665 555,878 529,249

Diluted 628,402 602,146 559,704

See accompanying notes to consolidated financial statements.

6 unchanged sentences

Net income $ 1,048,854 $ 1,152,666 $ 639,998

Other comprehensive income (loss), net of tax:

Other comprehensive (loss) income, net of tax:

Foreign currency translation gain (loss) and other

1 unchanged sentence

Net change in defined benefit obligations ( 16 ) 43 ( 49 )

Total other comprehensive income (loss), net of tax

Total other comprehensive (loss) income, net of tax

( 1 ) 67 ( 272 )

14 unchanged sentences

Balance at June 30, 2022

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

Release shares of common stock upon vesting of restricted stock units

523,110,140 $ 481,741 $ 911 $ 942,923 $ 172 $ 1,425,747

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

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

Other comprehensive income — — 458 — — 458

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 14,548,110 30,466 — — — 30,466

Release of shares of common stock upon vesting of restricted stock units 9,936,350 — — — — —

9,936,350 — — — — —

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

Shares withheld for withholding taxes related to settlement of equity awards ( 3,047,520 ) ( 28,197 ) — — — ( 28,197 )

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

3 unchanged sentences

Balance at June 30, 2023

529,013,580 $ 538,352 $ 639 $ 1,433,014 $ 165 $ 1,972,170

Exercise of stock options 8,725,220 29,453 — — — 29,453

Release of shares of common stock upon vesting of restricted stock units 10,340,470 — — — — —

10,340,470 — — — — —

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

Shares withheld for withholding taxes related to settlement of equity awards ( 3,142,910 ) ( 174,354 ) — — — ( 174,354 )

Issuances of common stock in public offerings, net of issuance costs 43,151,050 2,313,983 — — — 2,313,983

1 unchanged sentence

Stock-based compensation — 231,507 — — — 231,507

Other comprehensive gain

Other comprehensive income

— — 67 — — 67

1 unchanged sentence

Balance at June 30, 2024

588,087,410 $ 2,830,820 $ 706 $ 2,585,680 $ 164 $ 5,417,370

Exercise of stock options 4,786,860 20,898 — — — 20,898

Release of shares of common stock upon vesting of restricted stock units 9,927,956 — — — — —

Shares withheld for withholding taxes related to settlement of equity awards ( 3,774,203 ) ( 142,457 ) — — — ( 142,457 )

Share repurchase and retirement ( 4,891,171 ) ( 5 ) — ( 199,995 ) — ( 200,000 )

Stock-based compensation — 314,933 — — — 314,933

Purchase of capped calls, net of tax — ( 157,740 ) — — — ( 157,740 )

Other comprehensive loss

— — ( 1 ) — — ( 1 )

— — — 1,048,854 14 1,048,868

Balance at June 30, 2025

594,136,852 $ 2,866,449 $ 705 $ 3,434,539 $ 178 $ 6,301,871

See accompanying notes to consolidated financial statements.

7 unchanged sentences

Net income $ 1,048,854 $ 1,152,666 $ 639,998

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

Depreciation, amortization and non-cash interest

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

Depreciation and amortization

58,344 38,693 34,904

Amortization of debt discount and issuance costs 10,268 2,292 —

Stock-based compensation expense 314,452 231,507 54,433

Share of (income) loss from equity investee

Share of loss (income) from equity investee

6,211 ( 1,821 ) 3,633

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

Unrealized foreign currency exchange loss (gain)

18,832 ( 531 ) ( 2,619 )

Loss on extinguishment of convertible notes

Deferred income taxes, net

Other 12,343 ( 668 ) 368

( 214,638 ) ( 168,499 ) ( 92,969 )

Other non-cash (income) expense, net ( 3,077 ) 12,343 ( 668 )

Changes in operating assets and liabilities:

13 unchanged sentences

2,914 8,045 ( 4,424 )

Net cash (used in) provided by operating activities

Net cash provided by (used in) operating activities

1,659,524 ( 2,485,972 ) 663,580

9 unchanged sentences

Repayment of lines of credit and term loans ( 1,768,650 ) ( 1,967,545 ) ( 1,394,391 )

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

Proceeds from exercise of stock options 20,898 29,453 30,466

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

Payment for withholding taxes related to settlement of equity awards

( 142,457 ) ( 174,354 ) ( 28,197 )

Stock repurchases ( 200,000 ) — ( 149,998 )

1 unchanged sentence

— 2,313,983 —

Debt issuance costs in connection with amended 2029 Convertibles Notes

( 31,217 ) — —

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

— 1,695,768 —

Proceeds from issuance of 2028 Convertible Notes, net of issuance costs of $ 16,304

SMCI | 2025 Form 10-K | 63

Years Ended June 30,

2025 2024 2023

Proceeds from issuance of 2030 Convertible Notes, net of issuance costs of $ 44,027

2,255,973 — —

Purchase of capped calls ( 182,215 ) ( 142,140 ) —

6 unchanged sentences

Cash, cash equivalents and restricted cash at end of year $ 5,172,301 $ 1,670,273 $ 440,960

SMCI | 2024 Form 10-K | 71

Supplemental disclosure of cash flow information:

5 unchanged sentences

Right of use (“ROU”) assets obtained in exchange for operating lease commitments

$ 276,170 $ 32,581 $ 3,197

Transfer of inventory to property, plant, and equipment, net

2 unchanged sentences

SMCI | 2025 Form 10-K | 64

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Organization and Summary of Significant Accounting Policies

1 unchanged sentence

(“Super Micro Computer” or the “Company”) was incorporated in 1993.

All references to “Super Micro Computer,” “we,” “us,” “our” or the “Company” mean Super Micro Computer, Inc.

and its subsidiaries.

Super Micro Computer is a global leader in server technology and green computing innovation.

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, Taiwan, the Netherlands, China and Japan.

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

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S.

The consolidated financial statements of Super Micro Computer include the accounts of Super Micro Computer and entities consolidated under the variable interest model or the voting interest model.

Noncontrolling interests are not presented separately in the consolidated statements of operations and consolidated statements of comprehensive income as the amounts are immaterial.

All intercompany accounts and transactions of Super Micro Computer and its consolidated entities (collectively, the "Company") have been eliminated in consolidation.

For equity investments over which the Company is able to exercise significant influence over the investee but does not control the investee and is not the primary beneficiary of the investee’s activities are accounted for using the equity method.

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 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.

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S.

GAAP”) and include the accounts of Super Micro Computer, Inc.

and our wholly-owned subsidiaries where we have controlling financial interests, and any variable interest entities for which we are deemed to be the primary beneficiary.

All intercompany balances and transactions have been eliminated.

Forward Stock Split

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

On September 30, 2024, we completed a 10 -for-1 forward split of our 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

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Use of Estimates

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 income taxes.

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

Preparation of consolidated financial statements in conformity with U.S.

GAAP requires the use of estimates and judgments that affect the reported amounts in the consolidated financial statements and accompanying notes.

These estimates form the basis for judgments we make about the carrying values of our assets and liabilities, which are not readily apparent from other sources.

We base our estimates and judgments on historical information and on various other assumptions that we believe are reasonable under the circumstances.

GAAP requires us to make estimates and judgments in several areas, including, but not limited to, those related to revenue recognition, income taxes, inventory valuation, useful lives of property, plant and equipment, product warranty accruals, impairment of investments and fair value of financial instruments and leases.

These estimates are based on management’s knowledge about current events, interpretation of regulations, and expectations about actions we may undertake in the future.

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

The Company accounts for certain assets and liabilities at fair value, which is the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly arms-length transaction between market participants.

When measuring fair value, the Company takes into account the characteristics of the asset or liability that a market participant would consider when pricing the asset or liability at the measurement date.

The Company considers one or more techniques for measuring fair value:

We account for certain assets and liabilities at fair value, which is the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly arms-length transaction between market participants.

When measuring fair value, we take into account the characteristics of the asset or liability that a market participant would consider when pricing the asset or liability at the measurement date.

We consider one or more techniques for measuring fair value:

market approach, income approach, and cost approach.

The valuation techniques include inputs that are based on three different levels of observability to the market.

The Company categorizes each of its fair value measurements in one of these three levels based on the lowest level input that is significant to the fair value measurement in its entirety.

We categorize each fair value measurements in one of these three levels based on the lowest level input that is significant to the fair value measurement in its entirety.

These levels are:

2 unchanged sentences

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

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 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 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 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 | 2025 Form 10-K | 65

Table of Content s

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

Cash and cash equivalents, certificates of deposit, investment in an auction rate security, and marketable securities, included in prepaid expenses and other current assets and other assets in the consolidated balance sheets, are carried at fair value .

Non-current accounts receivable, included in other assets in the consolidated balance sheets, are carried at amortized cost, and bear interest at rates that approximate current market rates for similar credit.

We believe the carrying amounts approximate fair value because there have been no significant changes in market rates or credit risk.

Short-term and long-term debt, the 2029 Convertible Notes, 2028 Convertible Notes, and the 2030 Convertible Notes, included in lines of credit and current portion of term loans, term loans, non-current, and convertible notes, respectively, in the consolidated balance sheets are all carried at amortized cost.

Non-marketable Equity Securities

Our non-marketable equity securities, included in other assets in the consolidated balance sheets, are investments in privately-held companies without readily determinable fair values.

We elected to account for substantially all of our non-marketable equity securities using the measurement alternative, which is cost, less any impairment.

We periodically review our non-marketable equity securities for impairment.

When indicators exist and the estimated fair value of an investment is below its carrying amount, we write down the investment to its estimated fair value.

The change in carrying value, resulted from the remeasurements, is recognized in other income, net on our consolidated statements of operations.

For additional information, see Note 3, “Non-marketable Equity Securities”.

Cash, Cash Equivalents, and Restricted Cash

Cash and cash equivalents consist of cash on deposit with financial institutions globally and highly liquid investments with maturities of 90 days or less from the date of purchase.

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

We classify certain restricted cash balances, consisting mostly of cash related to 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 our workers’ compensation program, within other assets on our consolidated balance sheets, based upon the expected duration of the restrictions.

For further details on our cash, cash equivalents, and restricted cash, see Note 6, “Balance Sheet Components” in the notes to the consolidated financial statements.

Inventories are stated at lower of cost, using weighted average cost method, or net realizable value.

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.

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

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.

We evaluate inventory on a quarterly basis for excess and obsolescence and lower of cost or net realizable value and, as necessary, write down the valuation of inventories based upon our inventory aging, forecasted usage and sales, anticipated selling price, product obsolescence and other factors.

Once inventory is written down, its new value is maintained until it is sold or scrapped.

The Company receives various rebate incentives from certain suppliers based on its contractual arrangements, including volume-based rebates.

We receive various rebate incentives from certain suppliers based on our contractual arrangements, including volume-based rebates.

The rebates earned are recognized as a reduction of cost of inventories and reduce the cost of sales in the period when the related inventory is sold.

For further details on our inventory, see Note 6, “Balance Sheet Components” in the notes to the consolidated financial statements.

SMCI | 2025 Form 10-K | 66

Table of Content s

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Property, Plant, and Equipment

Property, plant, and equipment is recorded at cost and depreciated using the straight-line method over the estimated useful lives of the related assets as follows:

Software 3 to 5 years

Machinery and equipment 5 to 7 years

Furniture and fixtures 5 years

Software 3 years

Machinery and equipment

Furniture and fixtures

Buildings 39 years

Building improvements Up to 20 years

Land improvements 15 years

Building improvements

Up to 20 years

Land improvements

Leasehold improvements Shorter of lease term or estimated useful life

Long-Lived Assets

The Company evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

When the sum of the undiscounted future net cash flows expected to result from the use of the asset and its eventual disposition is less than its carrying amount, an impairment loss would be measured based on the fair value of the asset compared to the carrying amount.

No impairment charge for long-lived assets has been recorded in any of the periods presented.

We evaluate at least annually the recoverability of property, plant, and equipment for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable.

If such review indicates that the carrying amount of property, plant and equipment assets is not recoverable, and the asset’s fair value is less than the carrying amount, an impairment charge is recognized.

No impairment charges were recorded for property, plant, and equipment in any of the periods presented.

The useful lives of our property, plant, and equipment are management’s estimates when the assets are initially recognized and are routinely reviewed for the remaining estimated useful lives.

Our estimate of useful lives represents the best estimate of the useful lives based on current facts and circumstances but may differ from the actual useful lives due to changes to the business operations, changes in the planned use of assets, and technological advancements.

When we change the estimated useful life assumption for any asset, the remaining carrying amount of the asset is accounted for prospectively and depreciated or amortized over the revised estimated useful life.

Revenue Recognition

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

We generate 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 required.

We recognize revenue from sales of products as control is transferred to customers, which generally happens at the point of shipment or upon delivery, unless customer acceptance is required.

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

Products sold by 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.

Products sold by us are shipped from our facilities or drop shipped from our vendors.

We may use distributors to sell products to end customers.

Revenue from distributors is recognized when the distributor obtains control of the product, which generally happens at the point of shipment or upon delivery.

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.

We apply judgment in determining the transaction price as we may be required to estimate variable consideration when determining the amount of revenue to recognize.

Variable consideration is estimated using either the expected value or most likely amount method, depending on which method better predicts the amount of consideration to which we may be entitled.

As part of determining the transaction price in contracts with customers, the Company estimates reserves for future sales returns based on a review of its history of actual returns for each major product line.

As part of determining the transaction price in contracts with customers, we estimate reserves for future sales returns based on a review of our history of actual returns for each major product order and return type.

Based upon historical experience, a refund liability is recorded at the time of sale for estimated product returns and an asset is recognized for the amount expected to be recorded in inventory upon product return, less the expected recovery costs.

SMCI | 2024 Form 10-K | 75

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Services sales .

The Company’s sale of services mainly consists of extended warranty and on-site services.

Revenue related to extended warranty commences upon the expiration of the standard warranty period and is recognized ratably over the contractual period as the Company stands ready to perform any required warranty service.

Our sale of services mainly consists of extended warranty and on-site services as well as system rack installation and integration services.

Revenue related to extended warranty commences upon the expiration of the standard warranty period and is recognized ratably over the contractual period as we stand ready to perform any required warranty service.

Revenue related to on-site services commences upon recognition of the product sale and is recognized ratably over the contractual period as the on-site services are made available to the customer.

These service contracts are typically one to five years in length.

Service revenue has been less than 10% of net sales for all periods presented and is not separately disclosed.

Revenue related to system rack installation and integration services is recognized when we perform the services and the customer receives and consumes the benefits.

SMCI | 2025 Form 10-K | 67

Table of Content s

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Contracts with multiple promised goods and services.

Certain of the Company’s contracts contain multiple promised goods and services.

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

Certain of our contracts contain multiple promised goods and services.

We assess whether each promised good or service is distinct for the purpose of identifying the performance obligations in the contract.

This assessment requires management to make judgments about the individual promised goods or services and whether such goods or services are separable from the other aspects of the contractual relationship.

Performance obligations in a contract are identified based on the promised goods or services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available from third parties or from 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.

Performance obligations in a contract are identified based on the promised goods or services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available from third parties or from us, and are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other promises in the contract.

If these criteria are not met, the promised goods and services are accounted for as a combined performance obligation.

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

For contracts that contain multiple performance obligations, the Company allocates the transaction price for each customer contract to each performance obligation based on the relative standalone selling price ("SSP") for each performance obligation within each contract.

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.

For contracts that contain multiple performance obligations, we allocate the transaction price for each customer contract to each performance obligation based on the relative Stand-alone Selling Price (“SSP”) for each performance obligation within each contract.

We recognize the amount of transaction price allocated to each performance obligation within a customer contract as revenue at the time the related performance obligation is satisfied by transferring control of the promised good or service to a customer.

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

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 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.

SSP for the Company’s products and services can evolve over time due to changes in its pricing practices, internally approved pricing guidelines with respect to geographies, customer type, internal costs, and gross margin objectives for the related performance obligations which can also be influenced by intense competition, changes in demand for the Company’s products and services, economic and other factors.

When the Company receives consideration from a customer prior to transferring goods or services to the customer, the Company records a contract liability (deferred revenue).

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.

We determine SSP based on the price at which the performance obligation is sold separately.

If the SSP is not observable through past transactions, we apply judgment to estimate the SSP.

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

We typically establish an SSP range for our products and services, which is reassessed on a periodic basis or when facts and circumstances change.

SSP for our products and services can evolve over time due to changes in our pricing practices, internally approved pricing guidelines with respect to geographies, customer type, internal costs, and gross margin objectives for the related performance obligations which can also be influenced by intense competition, changes in demand for our products and services, economic and other factors.

Our credit terms are predominantly short-term in nature, however, we also grant extended payment terms for certain customers.

For the contracts with the extended payment terms in which the financing component is determined to be significant to the contract, the contract transaction price is adjusted for the effect of a financing component.

When we receive consideration from a customer prior to transferring goods or services to the customer, we record a contract liability (deferred revenue).

We also recognize deferred revenue when we have an unconditional right to consideration (i.e., a receivable) before transfer of control of goods or services to a customer.

Shipping and handling fees collected from customers are included in net sales when control of the product is transferred to the customer, and the related shipping and handling costs are included in cost of sales.

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.

We have elected to account for shipping and handling activities that occur after the customer has obtained control of a good as a fulfillment cost rather than as an additional promised service.

Taxes imposed by governmental authorities on our revenue producing activities with customers, such as sales taxes and value added taxes, are excluded from net sales.

Accounts Receivable and Allowance for Credit Losses

The Company records amounts as accounts receivable when the Company’s right to consideration is unconditional.

We record amounts as accounts receivable when our right to consideration is unconditional.

Accounts receivable are recorded at the invoiced amount.

For certain customers, we require payment before the products or services are delivered to the customer.

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.

Accounts receivable are recorded and carried at the original invoiced amount less an allowance for any potential uncollectible amounts.

We make estimates of expected credit and collectability trends for the allowance for credit losses and allowance for unbilled receivables based upon our assessment of various factors, including historical experience, the age of the accounts receivable balances, credit quality of our customers, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect our ability to collect from customers.

Expected credit losses are recorded as general and administrative expenses on our consolidated statements of operations.

All receivables due beyond the 12 month period are classified as a non-current receivable within other assets on the consolidated balance sheets.

As of June 30, 2025 and 2024, the allowance for credit losses on accounts receivable were not material.

For further details on our non-current receivable and allowance for credit losses, see Note 6, “Balance Sheet Components” in the notes to the consolidated financial statements.

SMCI | 2025 Form 10-K | 68

Table of Content s

SUPER MICRO COMPUTER, INC.

1 unchanged sentence

Cost of Sales

Cost of sales primarily consists of the costs of materials, contract manufacturing, in-bound shipping, personnel and related expenses including stock-based compensation, equipment and facility expenses, warranty costs and provision for lower of cost or net realizable value and excess and obsolete inventory.

Cost of sales primarily consists of the costs of materials, contract manufacturing, in-bound shipping, personnel and related expenses including stock-based compensation, tariffs, equipment and facility expenses, warranty costs and write down adjustments for lower of cost or net realizable value and excess and obsolete inventory.

Product Warranties

The Company offers product warranties typically ranging from 15 to 39 months against any defective products.

These standard warranties are assurance type warranties, and the Company does not offer any services beyond the assurance that the product will continue working as specified.

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

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.

Warranty accruals are based on estimates that are updated on an ongoing basis taking into consideration inputs such as new product introductions, changes in the volume of claims compared with the Company's historical experience, and the changes in the cost of servicing warranty claims.

The Company accounts for the effect of such changes in estimates prospectively.

The following table presents for the fiscal years ended June 30, 2024, 2023 and 2022, the reconciliation of the changes in accrued warranty costs which is included as a component of accrued liabilities and other long-term liabilities (in thousands):

Years Ended June 30,

2024 2023 2022

Balance, beginning of the year $ 14,859 $ 12,137 $ 12,863

Provision for warranty 52,253 35,407 28,150

Costs utilized ( 49,204 ) ( 33,784 ) ( 29,872 )

Change in estimated liability for pre-existing warranties ( 93 ) 1,099 996

Balance, end of the year $ 17,815 $ 14,859 $ 12,137

Current portion 10,009 9,079 9,073

Non-current portion $ 7,806 $ 5,780 $ 3,064

We offer a limited warranty to end-users ranging from 15 to 39 months for products to repair or replace products for manufacturing defects or hardware component failures.

Cost of sales includes the estimated cost of product warranties that are calculated at the point of revenue recognition.

Under limited circumstances, we may offer an extended limited warranty to customers for certain products.

We also accrue for known warranty and indemnification issues if a loss is probable and can be reasonably estimated.

Warranty accruals are based on estimates that are updated on an ongoing basis taking into consideration inputs such as new product introductions, changes in the volume of claims compared with our historical experience, and the changes in the cost of servicing warranty claims.

For further details on our product warranties, see Note 6, “Balance Sheet Components” in the notes to the consolidated financial statements.

Research and Development

Research and development expenses consist of personnel expenses including salaries, benefits, stock-based compensation and incentive bonuses, and related expenses for the Company's research and development personnel, as well as materials and supplies, consulting services, third-party testing services and equipment and facility expenses related to the Company's research and development activities.

Research and development expenses consist of personnel expenses including salaries, benefits, stock-based compensation and incentive bonuses, and related expenses for our research and development personnel, as well as materials and supplies, consulting services, third-party testing services, and equipment and facility expenses related to our research and development activities.

All research and development costs are expensed as incurred.

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.

We occasionally receive funding from certain suppliers and customers towards our development efforts and such amounts are recorded as a reduction of research and development expenses and were $ 32.6 million, $ 21.5 million, and $ 20.0 million for the fiscal years ended June 30, 2025, 2024, and 2023, 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.

3 unchanged sentences

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

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Advertising costs net of reimbursements received under the cooperative marketing arrangements with our vendors, are expensed when incurred and are included in sales and marketing expenses on the consolidated statements of operations.

We incurred advertising expenses of $ 38.1 million, $ 10.7 million and $ 2.0 million for the fiscal years ended June 30, 2025, 2024 and 2023, respectively.

Stock-Based Compensation

The Company measures and recognizes compensation expense for all share-based awards made to employees and non-employees, including stock options, restricted stock units ("RSUs") and performance-based restricted stock units (“PRSUs”).

The Company recognizes the grant date fair value of all share-based awards over the requisite service period and accounts for forfeitures as they occur.

Stock option and RSU awards are recognized to expense on a straight-line basis over the requisite service period.

PRSU awards are recognized to expense using an accelerated method only when it is probable that a performance condition is met during the vesting period.

If it is not probable, no expense is recognized and the previously recognized expense is reversed.

The Company bases initial accrual of compensation expense on the estimated number of PRSUs that are expected to vest over the requisite service period.

That estimate is revised if subsequent information indicates that the actual number of PRSUs is likely to differ from previous estimates.

The cumulative effect on current and prior periods of a change in the estimated number of PRSUs expected to vest is recognized in stock-based compensation expense in the period of the change.

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 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.

This model requires the Company to make estimates and assumptions with respect to the expected term of the option and the expected volatility of the price of the Company's common stock.

The expected term represents the period that the Company’s stock-based awards are expected to be outstanding and was determined based on the Company's historical experience.

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 its office, warehouse spaces and other premises, and equipment.

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

When the terms of a lease effectively transfer control of the underlying asset to the Company, it is classified as a finance lease.

All other leases are classified as operating leases.

Operating Leases

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 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.

Operating lease expense is recognized on a straight-line basis over the lease term.

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

We recognize compensation expense for share-based awards, including stock options, restricted stock units (“RSUs”), and performance-based RSUs (“PRSUs”), based on their grant date fair values over the requisite service period.

Stock options and RSUs are expensed on a straight-line basis, while PRSUs are expensed using an accelerated method if performance conditions are likely to be met.

If not, no expense is recognized, and previously recognized expense is reversed.

For market condition awards, which are typically performance-based, the fair value is amortized over the service period based on the probability of meeting performance criteria.

The fair value of RSUs and PRSUs is based on our stock price at grant, while stock options are valued using the Black-Scholes model or Monte Carlo simulation for market-condition awards.

The fair value is amortized straight-line over the service period.

We recognize stock option and RSU forfeitures when they occur, without estimating forfeiture rates for new grants, while continuing to assess performance conditions.

SMCI | 2025 Form 10-K | 69

Table of Content s

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 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.

Finance Leases

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.

The Company's finance leases are immaterial.

The Company accounts for income taxes under an asset and liability approach.

We have arrangements for the right to use our office, warehouse spaces, and other premises, and equipment.

We determine at inception if an arrangement is or contains a lease.

Operating and finance leases are recorded as Right-of-use ("ROU") assets in other assets, and as lease liabilities in accrued liabilities and other long-term liabilities on our consolidated balance sheets.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease.

Operating and finance lease ROU assets and liabilities are initially recognized based on the present value of lease payments over the lease term.

In determining the present value of lease payments, we use the implicit interest rate if readily determinable.

When the implicit interest rate is not readily determinable, we use the incremental borrowing rate, which is based on our collateralized borrowing capabilities over a similar term of the lease payments.

When using the incremental borrowing rate, we utilize the consolidated group incremental borrowing rate.

Lease expense for operating lease payments is recognized on a straight-line basis over the lease term.

We have elected the accounting policy to not recognize ROU assets and lease liabilities that arise from short-term (12 months or less) leases for any class of underlying asset.

We account for fixed payments for lease and non-lease components as a single lease component from both a lessee and lessor perspective.

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

Our finance leases are immaterial.

We account for income taxes under an asset and liability approach.

Deferred income taxes reflect the impact of temporary differences between assets and liabilities recognized for financial reporting purposes and such amounts recognized for income tax reporting purposes, net of operating loss carry-forwards and other tax credits measured by applying enacted tax laws related to the financial statement periods.

Valuation allowances are provided when necessary to reduce deferred tax assets to an amount that is more likely than not to be realized.

The Company recognizes tax liabilities for uncertain income tax positions on the income tax return based on the two-step process.

We recognize tax liabilities for uncertain income tax positions on the income tax return based on the two-step process.

The first step is to determine whether it is more likely than not that each income tax position would be sustained upon audit.

The second step is to estimate and measure the tax benefit as the amount that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority.

Estimating these amounts requires the Company to determine the probability of various possible outcomes.

The Company evaluates these uncertain tax positions on a quarterly basis.

Estimating these amounts requires us to determine the probability of various possible outcomes.

We evaluate these uncertain tax positions on a quarterly basis.

This evaluation is based on the consideration of several factors, including changes in facts or circumstances, changes in applicable tax law, settlement of issues under audit and new exposures.

If the Company later determines that its exposure is lower or that the liability is not sufficient to cover its revised expectations, the Company adjusts the liability and effects a related charge in its tax provision during the period in which the Company makes such a determination.

Variable Interest Entities

The Company determines at the inception of each arrangement whether an entity in which the Company holds an investment or in which the Company has other variable interests is considered a variable interest entity ("VIE").

The Company consolidates VIEs when it is the primary beneficiary.

The primary beneficiary of a VIE is the party that meets both of the following criteria:

(1) has the power to make decisions that most significantly affect the economic performance of the VIE and (2) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to the VIE.

Periodically, the Company assesses whether any changes in the interest or relationship with the entity affect the determination of whether the entity is still a VIE and, if so, whether the Company is the primary beneficiary.

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.

The Company has concluded that Ablecom Technology, Inc.

(“Ablecom”) and its affiliate, Compuware Technology, Inc.

("Compuware"), are VIEs;

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, 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.

If we later determine that our exposure is lower, or that the liability is insufficient to cover revised expectations, we adjust the liability and record a related charge in our tax provision during the period in which we make this determination.

For non-US earnings in our foreign subsidiaries, we plan to indefinitely reinvest such earnings except for Netherlands.

For the earnings we intend to indefinitely reinvest, no deferred tax liabilities for foreign withholding or other taxes have been recorded.

The tax impact associated with the potential repatriation related to Netherlands, is estimated to be immaterial.

Variable Interest Entities (“VIE”)

When we obtain an economic interest in an entity, we evaluate whether the entity should be deemed a VIE, and, if so, whether we are the primary beneficiary and therefore required to consolidate the VIE, based on significant judgment whether we (i) have the power to direct the activities that most significantly impact the economic performance of the VIE and (ii) have the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE.

On an ongoing basis, we re-evaluate the VIE assessment based on potential changes in facts and circumstances, including but not limited to, the shareholder loans to the entity and the execution of any future significant agreements between the entity and our shareholders and/or other third parties.

SMCI | 2025 Form 10-K | 70

Table of Content s

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

(the "Management Company") in Taiwan to manage the common areas shared by the Company and Ablecom for its separately constructed manufacturing facilities.

In fiscal year 2012, each party contributed $ 0.2 million for a 50 % ownership interest of the Management Company.

The Company has concluded that the Management Company is a VIE, and the Company is the primary beneficiary as it has the power to direct the activities that are most significant to the Management Company.

For the fiscal years ended 2024, 2023 and 2022, the accounts of the Management Company were consolidated with the accounts of Super Micro Computer, and a noncontrolling interest was recorded for Ablecom's interest in the net assets and operations of the Management Company.

Net income (loss) attributable to Ablecom's interest was not material for the periods presented and was included in general and administrative expenses in the Company's consolidated statements of operations.

Foreign Currency Transactions

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

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.

dollars at period-end exchange rates.

Non-monetary assets and liabilities that are denominated in the foreign currency are remeasured into U.S.

dollars at the historical rates.

Revenue and expenses that are denominated in the foreign currency are remeasured into U.S.

dollars at the average exchange rates during the period.

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.

is New Taiwanese Dollar (“NTD”).

Assets and liabilities are translated to U.S.

dollars at the period-end exchange rate.

Revenues and expenses are translated using the average exchange rate for the period.

The effects of foreign currency translation are included in stockholders’ equity as a component of accumulated other comprehensive (loss) income in the accompanying consolidated balance sheets and periodic movements are summarized as a line item in the consolidated statements of comprehensive income.

The Company has an investment in a privately held company that is accounted for under the equity method (the "Corporate Venture").

The functional currency of the Corporate Venture is the Chinese Yuan.

Adjustments for the Company's share of the effects of foreign currency translation from local currency to U.S.

dollars are recorded as increases or decreases to the carrying value of the investment and included in stockholders’ equity as a component of accumulated other comprehensive (loss) income in the accompanying consolidated balance sheets and periodic movements are summarized as a line item in the consolidated statements of comprehensive income.

Net Income Per Common Share

Basic 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.

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, unvested RSUs and PRSUs and a 0.00 % Convertible Senior Notes due 2029 (the "2029 Convertible Notes").

Foreign Currency Remeasurement

We use the U.S.

dollar as our functional currency for all our international subsidiaries, except for Super Micro Asia and Technology Park, Inc., a consolidated variable interest entity.

Foreign currency monetary assets and liabilities are remeasured into United States dollars at end-of-period exchange rates.

Non-monetary assets and liabilities such as property, plant, and equipment and equity are remeasured at historical exchange rates.

Revenue and expenses are remeasured at exchange rates in effect during each period, except for those expenses related to non-monetary balance sheet amounts, which are remeasured at historical exchange rates.

Gains or losses from foreign currency remeasurement are included in other income, net in our consolidated statements of operations and, to date, have not been significant.

Realized and unrealized foreign exchange (loss) gain for fiscal years ended June 30, 2025, 2024, and 2023 was $( 11.6 ) million, $ 6.3 million, and $ 0.2 million, respectively.

Net Income Per Share

Basic net income per share is computed by dividing net income attributable to common stock by the weighted-average number of shares of common stock outstanding during the period.

Diluted net income per share is computed by dividing net income attributable to common stock by the weighted-average number of shares of common stock and potentially dilutive shares of common stock outstanding during the period.

Potentially dilutive shares outstanding include the dilutive effect of equity awards, as well as convertible notes.

Potentially dilutive shares whose effect would have been antidilutive are excluded from the computation of diluted net income per share.

The dilutive effect of equity awards is calculated based on the average stock price for each fiscal period, using the treasury stock method.

The dilutive effect of convertible notes is calculated using the if-converted method.

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

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

Years Ended June 30,

2024 2023 2022

Net income - basic

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

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 shares outstanding - diluted

602,146 559,704 536,155

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.

Litigation, Investigation and Settlement Costs

We currently are, and will likely continue to be, subject to claims, litigation, and other actions, including potential regulatory proceedings, involving patent and other intellectual property matters, taxes, labor and employment, competition and antitrust, commercial disputes, goods and services offered by us and by third parties, and other matters.

There are many uncertainties associated with any litigation or investigation, and we cannot be certain that these actions or other third party claims against us will be resolved without litigation, fines and/or substantial settlement payments or judgments.

If information becomes available that causes us to determine that a loss in any of our pending litigation, investigations or settlements is probable, and we can reasonably estimate the loss associated with such events, we will record the loss.

However, the actual liability in any such litigation or investigation may be materially different from our estimates, which could require us to record additional costs.

If we determine that a loss is reasonably possible and the loss or range of loss can be estimated, we disclose the reasonably possible loss.

We accrue legal fees for litigation as the legal services are provided.

Concentration of Supplier Risk

Certain materials used by the Company in the manufacturing of its products are available from a limited number of suppliers.

Certain materials used by us in the manufacturing of our products are available from a limited number of suppliers.

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

3 unchanged sentences

Supplier A 64.4 % 65.4 % 30.7 %

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.

Supplier B 5.1 % 6.3 % 13.5 %

^The supplier references of A and B above may represent different suppliers than those reported in a previous period.

SMCI | 2025 Form 10-K | 71

Table of Content s

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Purchases from Ablecom and Compuware, our related parties, as shown in Note 10, “Related Party Transactions” in the notes to the consolidated financial statements, accounted for a combined 3.3 %, 4.3 %, and 6.6 % of cost of sales on our consolidated statements of operations for the fiscal years ended June 30, 2025, 2024, and 2023, respectively.

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 and accounts receivable.

The Company deposits cash with high-quality financial institutions.

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

We deposit cash with high-quality financial institutions.

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

2 unchanged sentences

Percentage of accounts receivable

15.4 % 22.9 %

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

Customer A 33.4 % 15.4 %

Customer B 13.6 % *

^The customer references of A-C above may represent different customers than those reported in a previous period.

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.

The concentration of customer risk refers to the potential adverse impact on a business due to a high dependency on a limited number of customers.

This risk arises when a significant portion of our revenue is generated from a small group of customers.

If any of these key customers reduce their orders, delay payments, or terminate their contracts, the business could face substantial financial instability.

Significant customer information is as follows:

June 30, 2025 June 30, 2024 June 30, 2023

Percentage of total net sales

Customer A 20.9 % 20.0 % *

Customer B 11.5 % * *

Customer C 11.3 % * *

Customer D 11.1 % * *

^The customer references of A-D above may represent different customers than those reported in a previous period.

Treasury Stock

The Company accounts for treasury stock under the cost method.

Upon the retirement of treasury shares, the Company deducts the par value of the retired treasury shares from common stock and allocates the excess of cost over par as a deduction to additional paid-in capital based on the pro-rata portion of additional paid-in-capital, and the remaining excess as a deduction to retained earnings.

We account for treasury stock under the cost method.

Upon the retirement of treasury shares, we deduct the par value of the retired treasury shares from common stock and allocate the excess of cost over par as a deduction to additional paid-in capital based on the pro-rata portion of additional paid-in-capital, and the remaining excess as a deduction to retained earnings.

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

Accounting Pronouncements Not Yet Adopted

SMCI | 2025 Form 10-K | 72

Table of Content s

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Accounting Pronouncements Recently 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.

4 unchanged sentences

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.

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

We noted that the adoption of this standard did not have a material impact on our consolidated financial statements, other than enhanced disclosures.

Please refer to Note 15, “Segment Reporting” in the notes to the consolidated financial statements for further discussion.

Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

2 unchanged sentences

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.

The ASU is effective for our fiscal year beginning July 1, 2025.

We do not expect the adoption of this standard to have a material impact on our consolidated financial statements other than additional disclosures.

In March 2024, the FASB issued ASU 2024-02, Codification Improvements—Amendments to Remove References to the Concepts Statements, which contains amendments to the Codification that remove references to various FASB Concepts Statements.

The ASU affects a variety of Topics in the Codification.

The amendments apply to all reporting entities within the scope of the affected accounting guidance.

The ASU may be applied prospectively or retrospectively and is effective for fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The ASU is effective for our fiscal year beginning July 1, 2025.

We do not expect this ASU to have a material impact on our consolidated financial statements and disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), which requires disaggregated disclosure of income statement expenses for public business entities.

The ASU does not change the expense captions an entity presents on the face of the income statement, but it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements.

In January 2025, the FASB issued ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), which was issued to clarify the initial effective date for entities that do not have an annual reporting period that ends on December 31 (referred to as non-calendar year-end entities).

The update clarified that ASU 2024-03 shall be effective for public business entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The ASU is effective for our fiscal year beginning July 1, 2027.

We do not expect this ASU to have a material impact on our consolidated financial statements other than additional disclosures.

In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810):

Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity, which revises current guidance for determining the accounting acquirer for a transaction effected primarily by exchanging equity interests in which the legal acquiree is a variable interest entity that meets the definition of a business.

The amendments require that an entity consider the same factors that are currently required for determining which entity is the accounting acquirer in other acquisition transactions.

The ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods.

Early adoption is permitted.

The ASU is effective for our fiscal year beginning July 1, 2027.

We do not expect this ASU to have a material impact on our consolidated financial statements and disclosures.

SMCI | 2025 Form 10-K | 73

Table of Content s

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments–Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides all entities with a practical expedient and entities other than public business entities with an accounting policy election when applying the guidance in Topic 326, Financial Instruments–Credit Losses, to current accounts receivable and current contract assets arising from transactions accounted for under Topic 606, Revenue from Contracts with Customers.

The ASU is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods.

Early adoption is permitted.

The ASU is effective for 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.

The ASU is effective for our fiscal year beginning July 1, 2026.

We do not expect this ASU to have a material impact on our consolidated financial statements and 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.

We classify our financial instruments, except for our investment in an auction rate security and other investments in privately held companies, within Level 1 or Level 2 in the fair value hierarchy because we use quoted prices in active markets or alternative pricing sources and models using market observable inputs to determine their fair value.

Financial Instruments Measured at Fair Value on a Recurring Basis

The following table sets forth our financial instruments as of June 30, 2025 and 2024, which are measured at fair value on a recurring basis by level within the fair value hierarchy.

These are classified based on the lowest level of input that is significant to the fair value measurement (in thousands):

10 unchanged sentences

Certificates of deposit — 486 — 486

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

Auction rate security — — 1,829 1,829

Total assets measured at fair value $ 4,026 $ 486 $ 1,829 $ 6,341

(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.

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

(1) All of the money market funds are included in cash and cash equivalents as of June 30, 2025.

As of June 30, 2024, $ 0.1 million and $ 0.2 million of money market funds are included in cash and cash equivalents and restricted cash, non-current in other assets, respectively, in the consolidated balance sheets.

SMCI | 2025 Form 10-K | 74

Table of Content s

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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:

The investment in marketable equity security is carried at fair value using values available on a public exchange, is based on a Level 1 input, and is recorded in prepaid expenses and other current assets in the consolidated balance sheets.

The unrealized gains and losses of the investment are included in other income, net in our consolidated statements of operations.

As of June 30, 2025, we have investment of $ 6.2 million in a marketable equity security.

An unrealized gain (loss) of $ 2.6 million and $( 1.3 ) million was recorded in other income, net in the consolidated statements of operations for the fiscal years ended June 30, 2025 and 2024.

Our 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 our fair value was not based on observable inputs as of June 30, 2025 and June 30, 2024.

See Note 1, “Organization and Summary of Significant Accounting Policies” in the notes to the consolidated financial statements for a discussion of our policies regarding the fair value hierarchy.

We are 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.

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, 2024.

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 .

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, current economic conditions, and reasonable economic forecasts that affect collectability.

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

We performed a sensitivity analysis and applying a change of either plus or minus 100 basis points in the liquidity discount would not result in a significantly higher or lower fair value measurement of the auction rate security as of June 30, 2025.

For the fiscal years ended June 30, 2025, 2024, and 2023, the unrealized gains and losses for the auction rate security in other comprehensive income were not material.

On a quarterly basis, we also evaluate the current expected credit loss by considering factors such as historical experience, market data, issuer-specific factors, current economic conditions, and reasonable economic forecasts that affect collectability.

For the fiscal years ended June 30, 2025, 2024, and 2023, the credit losses related to our investments were not material.

There were no transfers between Level 1, Level 2 or Level 3 financial instruments in fiscal years 2025 and 2024.

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.

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

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

We estimate the fair value of outstanding debt, including our 2029 Convertible Notes, 2028 Convertible Notes, and 2030 Convertible Notes, for disclosure purposes on a recurring basis.

We believe the carrying amounts approximate fair value because there have been no significant changes in market rates or credit risk.

As of June 30, 2025 and 2024, our total lines of credit and term loans of $ 112.5 million and $ 476.4 million, respectively, are reported at amortized cost.

The outstanding debt was 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 estimated fair value as of June 30, 2025 of the 2029 Convertible Notes, the 2028 Convertible Notes, and the 2030 Convertible Notes were $ 1,801.9 million, $ 818.5 million, and $ 2,576.6 million, respectively.

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

The estimated fair value of the 2029 Convertible Notes, the 2028 Convertible Notes, and the 2030 Convertible Notes was determined through consideration of quoted market prices.

The 2029 Convertible Notes, 2028 Convertible Notes, and 2030 Convertible Notes are categorized as Level 2 since their fair value was based on Level 2 inputs of quoted prices.

SMCI | 2025 Form 10-K | 75

Table of Content s

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.

Non-marketable Equity Securities

Our non-marketable equity securities, included in other assets in the consolidated balance sheets, consist of investments in privately held companies without readily determinable fair values.

The following table shows our non-marketable equity securities that were measured using the measurement alternative (in thousands):

Non-marketable equity securities under measurement alternative:

Opening gross investment balance

$ 66,217 $ 1,728

Investment made during the year

56,000 64,489

Cumulative impairment adjustment

( 11,600 ) ( 11,600 )

Carrying value

$ 110,617 $ 54,617

We performed qualitative assessments to identify impairment indicators and no impairment was recognized during fiscal year ended June 30, 2025.

During the fiscal year ended June 30, 2024, we recognized an impairment of $ 11.6 million and no impairment was recognized during fiscal year ended June 30, 2023.

Disaggregation of Revenue

We disaggregate 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.

7 unchanged sentences

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.

Total revenue recognized from all service and software for fiscal years ended June 30, 2025 and 2024 was $ 330.5 million and $ 228.3 million, respectively.

Of this, revenue related to services recognized over time ratably over the contract term was $ 223.1 million for fiscal year ended June 30, 2025, and $ 152.1 million for fiscal year ended June 30, 2024.

SMCI | 2025 Form 10-K | 76

Table of Content s

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

8 unchanged sentences

Contract Balances

Generally, the payment terms of the Company’s offerings range from 30 to 60 days.

Generally, the payment terms of our offerings range from 30 to 60 days.

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

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.

Such contract assets are insignificant to the Company’s consolidated financial statements.

Contract liabilities consist of deferred revenue and relate to amounts invoiced to or advance consideration received from customers, which precede the Company’s satisfaction of the associated performance obligations.

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.

Receivables represent our unconditional right to consideration for performance obligations that are either partially or fully completed.

Contract assets are rights to consideration in exchange for goods or services that we have transferred to a customer when such right is conditional on something other than the passage of time.

Such contract assets are insignificant to our consolidated financial statements.

Contract liabilities consist of deferred revenue and relate to amounts invoiced to or advance consideration received from customers, which precede our satisfaction of the associated performance obligations.

Our deferred revenue primarily results from customer payments received upfront for extended warranties and on-site services because these performance obligations are satisfied over time.

Additionally, at times, deferred revenue may fluctuate due to the timing of non-refundable advance consideration received from non-cancelable contracts relating to the sale of future products.

1 unchanged sentence

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.

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 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)

Deferred revenue increased by $ 315.0 million as of June 30, 2025, as compared to the fiscal year ended June 30, 2024.

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

This was accompanied by a $ 11.5 million increase in non-refundable advance consideration or cash consideration received from customers which preceded our satisfaction of the associated performance obligations relating to product sales expected to be fulfilled in the next 12 months.

Transaction Price Allocated to the Remaining Performance Obligations

Remaining performance obligations represent in aggregate the amount of transaction price that has been allocated to performance obligations not delivered, or only partially delivered, as of the end of the reporting period.

The Company applies the exemption to not disclose information about remaining performance obligations that are part of a contract that has an original expected duration of one year or less.

We apply the exemption to not disclose information about remaining performance obligations that are part of a contract that has an original expected duration of one year or less.

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.

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.

The value of the transaction price allocated to the remaining performance obligations as of June 30, 2025, was approximately $ 731.4 million.

We expect to recognize approximately 50 % of such value in the next 12 months, and the remainder thereafter.

SMCI | 2025 Form 10-K | 77

Table of Content s

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Capitalized Contract Acquisition Costs and Fulfillment Cost

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 incremental costs that we incur to obtain a contract with a customer that it would not have incurred if the contract had not been obtained.

Contract acquisition costs consist primarily of incentive bonuses paid to our sales employees.

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

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.

We apply the practical expedient to expense contract acquisition costs as incurred if the amortization period would be one year or less, generally upon delivery of the associated server and storage systems or components.

Where the amortization period of the contract cost would be more than a year, we apply judgment in the allocation of the contract acquisition costs asset between hardware and service performance obligations and expense the cost allocated to the hardware performance obligations upon delivery of associated server and storage systems or components and amortizes the cost allocated to service performance obligations over the period the services are expected to be provided.

Contract acquisition costs allocated to service performance obligations that are subject to capitalization are insignificant to our consolidated financial statements.

Contract fulfillment costs consist of costs paid in advance for outsourced services provided by third parties to the extent they are not in the scope of other guidance.

Fulfillment costs paid in advance for outsourced services provided by third parties are capitalized and amortized over the period when the services are expected to be provided.

Such fulfillment costs are insignificant to the Company’s consolidated financial statements.

Such fulfillment costs are insignificant to our consolidated financial statements.

Revenue is recognized either over time or at a point in time, depending on when the underlying products or services are transferred to the customer.

Revenue is recognized at a point in time for products upon transfer of control.

Revenue is recognized over time for support and services provided.

Accounts Receivable Allowances

The Company has established an allowance for credit losses.

Revenue is recognized over time for support and services provided over the contract term and at a point in time for system rack installation and integration services rendered.

SMCI | 2025 Form 10-K | 78

Table of Content s

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Net Income Per Common Share

The following table shows the computation of basic and diluted net income per common share for the years ended June 30, 2025, 2024, and 2023 (in thousands, except per share amounts):

Years Ended June 30,

2025 2024 2023

Net income - basic $ 1,048,854 $ 1,152,666 $ 639,998

Convertible Notes interest charge, net of tax 5,726 1,480 —

Net income - diluted $ 1,054,580 $ 1,154,146 $ 639,998

Weighted-average shares outstanding - basic 593,665 555,878 529,249

Effect of dilutive Convertible Notes 4,685 4,392 —

Effect of dilutive securities

30,052 41,876 30,455

Weighted-average shares outstanding - diluted 628,402 602,146 559,704

Net income per common share - basic $ 1.77 $ 2.07 $ 1.21

Net income per common share - diluted $ 1.68 $ 1.92 $ 1.14

Potentially dilutive shares of common stock issuable upon conversion of our outstanding 2029 Convertible Notes, outstanding 2028 Convertible Notes, and outstanding 2030 Convertible Notes are determined using the if-converted method.

For the year ended June 30, 2025, shares issuable upon conversion of the 2028 Convertible Notes and 2030 Convertible Notes were dilutive and were included within the numerator for interest and denominator for shares issuable upon conversion of the diluted net income per common share computation.

For year ended June 30, 2025, shares issuable upon conversion of the 2029 Convertible Notes were anti-dilutive.

The following table presents the potentially dilutive shares that were excluded from the computation of diluted net income per share of common shares attributable to common stockholders, because their effect was anti-dilutive (in thousands):

Years Ended June 30,

2025 2024 2023

Stock-based awards

14,707 2,700 1,778

Convertible notes 20,673 — —

SMCI | 2025 Form 10-K | 79

Table of Content s

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Balance Sheet Components

The following tables provide details of the selected balance sheet items (in thousands):

Cash, Cash Equivalents, and Restricted Cash

Cash and cash equivalents $ 5,169,911 $ 1,669,766

Restricted cash included in other assets 2,390 507

Total cash, cash equivalents, and restricted cash

$ 5,172,301 $ 1,670,273

Allowance for credit losses

We have established an allowance for credit losses.

The allowance for credit losses is based upon the age of outstanding receivables, credit risk of specific customers, historical trends related to past losses and other relevant factors.

Accounts receivable allowances as of June 30, 2024, 2023 and 2022 consisted of the following (in thousands):

Balance Charged to

Expenses (Recovered), net Write-offs Ending

Accounts receivable allowances as of June 30, 2025, 2024, and 2023 consisted of the following:

Balance Credit Loss Recoveries, net

Write-offs Ending

Allowance for credit losses

2 unchanged sentences

Year Ended June 30, 2023 $ 1,753 $ ( 13 ) $ ( 1,659 ) $ 82

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

SMCI | 2024 Form 10-K | 86

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Finished goods $ 3,465,352 $ 3,312,768

Work in process 674,613 450,993

Raw materials 569,268 328,513

Purchased parts and raw materials 540,410 569,268

Total inventories $ 4,680,375 $ 4,333,029

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.

During the fiscal years ended June 30, 2025, 2024, and 2023, we recorded write down adjustments for excess and obsolete inventory and lower of cost and net realizable value adjustments to cost of sales totaling $ 232.0 million, $ 83.0 million, and $ 30.8 million, respectively.

SMCI | 2025 Form 10-K | 80

Table of Content s

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Property, Plant, and Equipment, net

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

Land $ 162,848 $ 150,137

4 unchanged sentences

Software 7,117 24,363

Buildings construction in progress 14,828 303

Construction in progress

Property, plant, and equipment, gross

622,733 627,904

1 unchanged sentence

Property, plant, and equipment, net

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

$ 504,488 $ 414,008

Depreciation expense for the fiscal years ended June 30, 2025, 2024, and 2023 was $ 41.0 million, $ 30.1 million, and $ 26.9 million, respectively.

During the fiscal year ended June 30, 2025, $ 128.3 million of fully depreciated assets were written off from the cost and accumulated depreciation amounts in the table above.

These assets had a zero net book value, thus, no gain or loss was recognized on the consolidated statements of operations from the write off.

Non-current accounts receivable

$ 166,405 $ —

Operating lease right-of-use asset 293,692 34,566

Long-term investments 112,367 60,996

Deferred service costs, non-current 10,713 11,035

Deposits 4,980 4,508

Restricted cash, non-current 2,390 507

Other 14,324 3,340

Total other assets $ 604,871 $ 114,952

SMCI | 2025 Form 10-K | 81

Table of Content s

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Accrued Liabilities

Accrued payroll and related expenses $ 82,156 $ 62,006

Customer deposits 260,131 46,942

Accrued professional fees 8,098 1,699

Accrued warranty costs 9,753 10,009

Accrued cooperative marketing expenses 26,775 15,967

Operating lease liability 21,189 9,248

Accrued Interest - Convertible Notes

Customer-related liabilities

32,858 42,370

Input Tax Payable 39,161 14,064

57,815 57,369

Total accrued liabilities $ 565,637 $ 259,674

Product Warranties

Years Ended June 30,

2025 2024 2023

Balance, beginning of the year $ 17,815 $ 14,859 $ 12,137

Provision for warranty 59,164 52,253 35,407

Costs utilized ( 56,572 ) ( 49,204 ) ( 33,784 )

Change in estimated liability for pre-existing warranties ( 3,453 ) ( 93 ) 1,099

Balance, end of the year $ 16,954 $ 17,815 $ 14,859

Current portion 9,753 10,009 9,079

Non-current portion $ 7,201 $ 7,806 $ 5,780

The portion of the accrued warranty costs expected to be incurred within the next 12 months is included within accrued liabilities, while the remaining balance is included within other long-term liabilities on the consolidated balance sheets

Offsetting of Financial Assets and Liabilities

We have agreements with certain contract manufacturers that allow us to offset receivables and payables with those counterparties.

As of June 30, 2025, the gross amount recorded within our consolidated balance sheets in prepaid expenses and other current assets and accounts payable was $ 16.2 million and $ 40.0 million, respectively.

As of June 30, 2024, the gross amount recorded within our consolidated balance sheets in prepaid expenses and other current assets and accounts payable was $ 14.0 million and $ 38.3 million, respectively.

SMCI | 2025 Form 10-K | 82

Table of Content s

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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):

Short-term and long-term loan obligations with respect to revolving lines of credit and term loans as of June 30, 2025 and 2024 consisted of the following (in thousands):

Line of credit:

Cathay Bank Line of Credit $ — $ 131,583

CTBC Credit Lines $ — $ 184,573

4 unchanged sentences

First Bank Credit Lines — 28,084

Total line of credit 361,872 131,583

Total lines of credit

30,000 361,872

Term loan facilities:

1 unchanged sentence

CTBC Term Loan Facility, due June 4, 2030 28,822 31,155

31,155 38,208

CTBC Term Loan Facility, due August 15, 2026 1,846 3,079

E.SUN Bank Term Loan Facility, due September 15, 2026 13,678 22,116

22,116 33,513

E.SUN Bank Term Loan Facility, due August 15, 2027 9,632 12,645

12,645 16,756

Mega Bank Term Loan Facility, due October 3, 2026 17,098 27,644

27,644 38,668

Total term loans 82,475 114,557

3 unchanged sentences

SMCI | 2025 Form 10-K | 83

Table of Content s

SUPER MICRO COMPUTER, INC.

11 unchanged sentences

$ 427 2.09 % - 6.13 %

$ 105,000 3.33 %

Chang Hwa Bank Credit Lines $ 30,259 1.88 % - 5.16 %

$ 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 $ 30,000 2.02 % - 5.12 %

$ — 2.02 % - 6.17 %

$ 30,000 4.18 %

Mega Bank Credit Lines $ 50,000 1.90 % - 5.26 %

$ — 1.90 % - 5.80 %

$ 20,000 2.55 %

First Bank Credit Lines $ — — % - — %

3 unchanged sentences

Term loan facilities:

Bank of America Term Loan $ — n/a $ — n/a

Chang Hwa Bank Credit Facility due October 15, 2026 $ — 2.08 % $ — 1.68 %

1 unchanged sentence

CTBC Term Loan Facility, due August 15, 2026 $ — 1.53 % - 2.03 %

$ — 1.53 % $ — 1.40 %

E.SUN Bank Term Loan Facility, due September 15, 2026 $ — 2.22 % $ — 1.87 %

$ — 1.87 % $ 7,734 1.75 %

E.SUN Bank Term Loan Facility, due August 15, 2027 $ — 1.92 % $ — 1.87 %

$ — 1.87 % $ — 1.75 %

Mega Bank Term Loan Facility, due October 3, 2026 $ — 2.02 %

$ — 1.52 % - 1.72 %

$ — 1.40 % - 1.60 %

Bank of America

2018 Bank of America Credit Facility

In April 2018, the Company entered into a revolving line of credit with Bank of America for up to $ 250.0 million (as amended from time to time, the "2018 Bank of America Credit Facility").

On March 3, 2022, the 2018 Bank of America Credit Facility was amended to, among other items, increase the size of the facility from $ 200.0 million to $ 350.0 million and change provisions relating to payments and LIBOR replacement mechanics to SOFR.

2018 Bank of America Credit Facility (terminated in November 2024)

In April 2018, we entered into a revolving line of credit with Bank of America for up to $ 250.0 million (as amended from time to time, the “2018 Bank of America Credit Facility”).

The obligations bear a base interest rate plus 0.5 % to 1.5 % based on the SOFR availability.

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, 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.

Voluntary prepayments are permitted without early repayment fees or penalties.

Subject to customary exceptions, the 2018 Bank of America Credit Facility is secured by substantially all of Super Micro Computer’s assets, other than real property assets.

Under the terms of the 2018 Bank of America Credit Facility, the Company is not permitted to pay any dividends.

The 2018 Bank of America Credit Facility contains customary representations and warranties and customary affirmative and negative covenants applicable to the Company and its subsidiaries and contains a financial covenant, which requires that the Company maintain a certain fixed charge coverage ratio, for each twelve-month period while in a Trigger Period, as defined in the agreement, is in effect.

As of June, 30, 2024, the total outstanding borrowing under this credit facility was $ 0.0 million.

On July 19, 2024 and on September 27, 2024, we entered into the Eighth and Ninth Amendments to Loan and Security Agreement, which amended the Loan and Security Agreement, dated as of April 19, 2018 (the “ABL Agreement”)which amended, among other things the due date to deliver our audited financial statements for the fiscal year ended June 30, 2024 under the agreement.

On November 20, 2024, we terminated our obligations under the ABL Agreement.

SMCI | 2025 Form 10-K | 84

Table of Content s

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

As of June 30, 2024 and 2023, the total outstanding borrowings under the 2018 Bank of America Credit Facility were $ 0.0 million and $ 0.0 million , respectively.

The interest rate under the 2018 Bank of America Credit Facility as of June 30, 2024 and 2023 was 6.82 % and 6.57 %, respectively.

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.

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

On March 23, 2022, the Company through its Taiwan subsidiary entered into an Uncommitted Facility Agreement for credit lines with Bank of America – Taipei Branch (the “2022 Bank of America Credit Facility”), for an amount not to exceed in aggregate $ 20.0 million.

2022 Bank of America Credit Facility (terminated in November 2024)

On March 23, 2022, we, through our Taiwan subsidiary, entered into an Uncommitted Facility Agreement for credit lines with Bank of America – Taipei Branch (the “2022 Bank of America Credit Facility”), for an amount not to exceed in aggregate $ 20.0 million.

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

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.

Cathay Bank Line of Credit

On May 19, 2022 (the “Cathay Bank Effective Date”), the Company entered into a Loan Agreement (the “Cathay Bank Loan Agreement”) with Cathay Bank pursuant to which Cathay Bank has agreed to provide a revolving line of credit of up to $ 132 million (the “Commitment”) for the five-year period following the Cathay Bank Effective Date.

On the fifth anniversary of the Cathay Bank Effective Date, the total outstanding borrowings under the Cathay Bank Loan Agreement will automatically be converted into a five-year term loan.

The interest rate under the Cathay Bank Loan Agreement is based upon either the SOFR index or prime rate index, at the Company’s quarterly election, plus a tiered spread that is based upon the average amounts deposited by the Company at Cathay Bank as a percentage of the Commitment.

As of June 30, 2024, we had no outstanding borrowings under the 2022 Bank of America Credit Facility and on November 20, 2024, we terminated our obligations under the Uncommitted Facility Agreement for credit lines with Bank of America – Taipei Branch.

Bridge Term Loan Facility (terminated in November 2024)

On July 19, 2024, we entered into a Term Loan Credit Agreement, by and among us, the lenders party thereto, and Bank of America, N.A., as the administrative agent (the “Term Loan Agent”), which provided for a $ 500.0 million term loan facility (the “Bridge Term Loan Facility”).

This term loan was amended on September 27, 2024 which amended, among other things, the date by which we were required to deliver our audited financial statements for the fiscal year 2024 under the agreement, and on November 1, 2024, we paid the borrowing in full and terminated our obligations under the Term Loan Agreement.

Cathay Bank Line of Credit (terminated in November 2024)

On May 19, 2022 (the “Cathay Bank Effective Date”), we entered into a Loan Agreement (the “Cathay Bank Loan Agreement”) with Cathay Bank pursuant to which Cathay Bank has agreed to provide a revolving line of credit of up to $ 132.0 million (the “Commitment”) for the five-year period following the Cathay Bank Effective Date.

The interest rate under the Cathay Bank Loan Agreement is based upon either the SOFR index or prime rate index, at our quarterly election, plus a tiered spread that is based upon the average amounts deposited by us at Cathay Bank as a percentage of the Commitment.

The spread is either 1.65 % or 2.00 % if the index is SOFR index, or 1.25 % or 1.00 % if the spread is the prime rate index with the higher spread applying in each case if an amount less than 25 % of the Commitment is on deposit with Cathay Bank.

Interest is payable monthly during the five-year period following the Cathay Bank Effective Date.

After conversion to a term loan on the fifth anniversary of the Cathay Bank Effective Rate, interest is payable monthly based on a 20-year amortization schedule with the unpaid balance due at maturity.

The Cathay Bank Loan Agreement has customary default provisions and is cross defaulted with other indebtedness to the extent such default causes a material adverse effect with respect to the Commitment.

The Company is required to comply with certain covenants, including maintaining a fixed charge coverage ratio of at least 1.15 :1.00.

The Company is required to pay Cathay Bank an unused facility fee in the amount of 0.15 % per annum of the undrawn Commitment payable quarterly in arrears.

The Company is in compliance with all covenants under the Cathay Bank Loan Agreement.

Borrowings under the Cathay Bank Loan Agreement are secured against certain of the Company’s properties located in San Jose, California (the “Collateral”).

The Company has agreed to indemnify Cathay Bank with respect to certain environmental matters with respect to the Collateral.

The Collateral is subject to re-appraisal every two years at the election of Cathay Bank, and Cathay Bank reserves the right to reduce the Commitment in accordance with such appraised values.

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, 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.

As of June 30, 2024, the outstanding borrowing under this line of credit was $ 0.0 million.

On October 28, 2024 and on November 15, 2024, we entered into the Third and Fourth Amendments to the Loan Agreement , which amended, among other things the date by which we were required to deliver our audited financial statements under the agreement and on November 20, 2024, we repaid the borrowing in full and terminated our obligations under the Cathay Bank Loan Agreement.

CTBC Credit Lines

On September 28, 2023, our Taiwan subsidiary entered into a general agreement for omnibus credit lines with CTBC Bank (the “2023 CTBC Agreement”), which replaces the prior CTBC credit lines in their entirety and permits for borrowings, from time to time, thereunder pursuant to various individual credit arrangements and includes the previously issued long and medium term loan facility of NTD 1,550.0 million entered in 2021 and 2020 (the “Long and Medium Loan Facility”), and each of (i) a short-term loan and guarantee line providing credit of up to NTD 1,250.0 million and NTD 100.0 million, respectively (the “NTD Short Term Loan/Guarantee Line”), (ii) a short-term loan providing a line of credit of up to $ 40.0 million (the “USD Short Term Loan Line”), and (iii) an export/import o/a loan line providing a line of credit of up to $ 105.0 million for exports and $ 50.0 million for imports (the “Export/Import Line,” and, together with the NTD Short Term Loan/Guarantee Line and the USD Short Term Loan Line, the “New CTBC Credit Lines”).

Aggregate borrowings under the New CTBC Credit Lines together is subject to a cap of $ 105.0 million.

SMCI | 2025 Form 10-K | 85

Table of Content s

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

CTBC Credit Lines

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”).

On February 16, 2024, our Taiwan subsidiary entered into a new general agreement for omnibus credit lines with CTBC Bank (the “2024 CTBC Agreement”).

This agreement (which changed arrangements under the 2023 CTBC Agreement), increased the aggregate total borrowings under the various individual credit arrangements with CTBC Bank from $ 105.0 million to $ 185.0 million.

2 unchanged sentences

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.

Each of the New NTD Short Term Loan/Guarantee Line and the New USD Short Term Loan Line continue to be secured by certain of our Taiwan subsidiary’s assets, including certain property, land, and plant.

The tenor of the Incremental Import Line provides for availability until August 31, 2024, with a final drawdown date of February 28, 2025.

2 unchanged sentences

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.

Additional covenants require, among other things, us to maintain ownership of all of the capital stock of the Taiwan subsidiary and prohibit secondary mortgages on certain assets securing various of the Increased CTBC Credit Lines.

The Increased CTBC Credit Lines have customary default provisions permitting CTBC Bank to suspend the extension of credit, reduce the credit line, shorten the credit extension term, or declare all principal and interest amounts immediately due and payable.

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.

2025 CTBC Facility Letter

On February 27, 2025, our Taiwan Subsidiary received a new facility letter from CTBC Bank (“2025 Facility”), issued under the general agreement for omnibus credit lines with CTBC Bank, dated February 16, 2024 (the “2024 CTBC Agreement”).

As a result, the credit arrangements under the 2024 CTBC Agreement now include the previously issued long and medium-term loan facility of NTD 1,550.0 million entered into in 2020 and 2021 (the “Long and Medium Loan Facility”), and each of (i) a short-term loan and guarantee line providing credit of up to NTD 1,800.0 million and NTD 100.0 million, respectively (the “NTD Short Term Loan/Guarantee Line”), (ii) a short-term loan providing a line of credit of up to $ 40.0 million (the “USD Short Term Loan Line”), (iii) an export/import open account loan line providing a line of credit of up to $ 105.0 million for exports and imports (the “Export/Import Line”) and (iv) an import o/a loan line of credit of up to $ 80.0 million (the “Import O/A Line,” and, together with the NTD Short Term Loan/Guarantee Line, the USD Short Term Loan Line, and the Export/Import Line, the “2025 CTBC Credit Lines”).

Aggregate borrowings under all the 2025 CTBC Credit Lines are subject to a cap of $ 185.0 million as set forth under the 2024 CTBC Agreement.

The 2025 Facility expires on February 28, 2026.

As of June 30, 2025 and 2024, the outstanding borrowings under the CTBC Credit Lines were $ 0.0 million and $ 184.6 million, respectively.

As of June 30, 2025, the amount available for future borrowing under the 2025 CTBC Bank Credit Lines was $ 185.0 million.

SMCI | 2025 Form 10-K | 86

Table of Content s

SUPER MICRO COMPUTER, INC.

1 unchanged sentence

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”).

We, through our Taiwan subsidiary, entered into certain credit agreement, dated May 6, 2020, with CTBC Bank Co., Ltd.

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

On July 20, 2021, we, through our Taiwan subsidiary, entered into a general agreement for omnibus credit lines with CTBC (the “2021 CTBC Credit Facility"), which replaced the prior CTBC credit facilities, other than the 2020 CTBC 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 including the existing 2020 CTBC Term Loan Facility of NTD 1,200.0 million and a new 75-month , non-revolving term loan facility of NTD 350.0 million to use to purchase machinery and equipment for the Company’s Bade Manufacturing Facility located in Taiwan (the “2021 CTBC Machine Loan”).

As of June 30, 2025 and 2024, the amounts outstanding under the 2020 CTBC Term Loan Facility were $ 28.8 million and $ 31.2 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, 2025 and 2024, under the 2021 CTBC Machine Loan, the amounts outstanding were $ 1.8 million and $ 3.1 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, 2025, the net book value of land and building located in Bade, Taiwan, collateralizing the CTBC Credit Line and Term Loan Facility was $ 75.1 million.

Chang Hwa Bank

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.

Chang Hwa Bank Credit Lines and Credit Facility

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

(“Chang Hwa Bank”).

The Chang Hwa Bank Credit Facility permits borrowings of up to NTD 1,000.0 million ($ 36.0 million U.S.

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 permits borrowings of up to NTD 1,000.0 million (the “Chang Hwa Bank Term Loan Facility”), including up to $ 20.0 million as loans, advances, acceptances, bills, bank guarantees, overdrafts, letters of credit, and other types of drawdown instruments (the “CHB Credit Lines”).

Terms for specific drawdown instruments issued under the Chang Hwa Bank Credit Facility, such as credit amount, term of use, mode of drawdown, specific lending rate, and other relevant terms, are set forth in the Import O/A Loan Contract and Export O/A Loan Contract, which were entered into on the Chang Hwa Bank Effective Date None of these Loan Contracts are secured and there are no financial covenants.

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

On April 26, 2024 (the “CHB Effective Date”), our Taiwan subsidiary entered into a credit facility (the “New Credit Facility”) with Chang Hwa Commercial Bank, Ltd.

(“Chang Hwa Bank”) which was substantially similar to the Chang Hwa Bank Credit Facility, except the credit limit thereunder was updated to include, in addition to 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)

(“Chang Hwa Bank”) which was substantially similar to the Chang Hwa Bank Credit Facility, except the credit limit thereunder was updated to include, in addition to $ 20.0 million from the Chang Hwa Bank Credit Facility, an additional credit limit of NTD 300.0 million (together, the “CHB Credit Lines”).

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”).

(a) our Taiwan subsidiary may choose one of the following, subject to a cap of $ 20.0 million under the CHB Credit Lines:

(i) a Loan Contract providing for the drawdown of up to $ 20.0 million for an import loan (the “Import Open Account O/A Loan”), with the interest rate thereunder is based on Taipei Forex Inc (“TAIFX”) plus a fixed margin;

or (ii) a Loan Contract providing for the drawdown of up to $ 20.0 million for an export loan (the “Export Open Account O/A Loan”).

with the interest rate thereunder 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 %.

and (b) a Loan Contract for a general working capital loan (the “General Working Capital Loan”), subject to a cap of NTD 300.0 million under the CHB Credit Lines, with the interest rate set at a fixed premium to a specified one-year time savings deposit rate, subject to a 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.

SMCI | 2025 Form 10-K | 87

Table of Content s

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

As of June 30, 2025 and 2024, the outstanding borrowings under the CHB Credit Lines were $ 0.0 million and $ 9.2 million, respectively.

As of June 30, 2025, the amount available for future borrowing under the CHB Credit Lines was $ 30.3 million.

1 unchanged sentence

dollars at $ 11.4 million and $ 17.9 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.

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”).

On June 17, 2023, we, through our Taiwan subsidiary, entered into a Notification and Confirmation pursuant to which the Taiwan subsidiary and E.SUN Bank agreed to drawdowns of up to $ 30.0 million for an import o/a financing loan with a tenor of 120 days (the “2023 Import O/A Loan”).

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

The interest rate thereunder is based on TAIFX3 plus a fixed margin, subject to negotiation on a monthly basis and adjustment under certain circumstances.

The interest rate thereunder is based on the US dollar offered rate of the Taipai Forex Trading Center (“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.

1 unchanged sentence

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.

SMCI | 2024 Form 10-K | 93

SUPER MICRO COMPUTER, INC.

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 .

On April 19, 2024, and renewed on May 19, 2025, our Taiwan subsidiary entered into unsecured credit facilities with E.SUN Bank consisting of:

(i) an Import and Export Trade Facility, comprising import and export O/A financing loans, and (ii) a short-term loan facility.

The combined borrowing limit under both facilities is $ 60.0 million for the O/A Loan, including up to NTD 800.0 million for the short-term loan.

Drawdowns under the O/A loans have a tenor of 120 days;

drawdowns under the short-term loan have a tenor of 180 days.

The O/A loans bear interest at TAIFX3 plus a fixed margin, and the short-term loan bears interest at E.SUN Bank’s one-month time savings deposit rate index plus a fixed margin, subject to a stated minimum.

Interest rates may be adjusted under certain conditions.

The facilities are available on a revolving basis through April 1, 2026 and require us to maintain continuous NASDAQ listing and 100 % ownership of the Taiwan subsidiary;

noncompliance may result in suspension of availability and accelerated repayment.

As of June 30, 2025 and 2024, the outstanding borrowings under the E.SUN Bank Credit Lines were $ 30.0 million and $ 60.0 million, respectively.

As of June 30, 2025, the amount available for future borrowing under the E.SUN Bank Credit Lines was $ 30.0 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 NTD 1,600.0 million ($ 57.6 million U.S.

dollar equivalent).

On September 13, 2021 (the “Old E.SUN Bank Effective Date”), we, through our Taiwan subsidiary, entered into a new General Credit Agreement with E.SUN Bank, which replaced the Prior E.SUN Bank Credit Facility (the “2021 E.SUN Bank Credit Facility”).

The 2021 E.SUN Bank Credit Facility permitted borrowings of up to NTD 1,600.0 million.

Terms for specific drawdown instruments issued under the 2021 E.SUN Bank Credit Facility, such as credit amount, term of use, mode of drawdown, specific lending rate, and other relevant terms, were to be set forth in 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 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”).

A Notification and Confirmation was entered into on the Old E.SUN Bank Effective Date for a five-year , non-revolving term loan facility to obtain up to NTD 1,600.0 million in financing for use in research and development activities (the “Term Loan”).

As of June 30, 2025 and 2024, the total outstanding borrowings under the Term Loan were denominated in NTD and remeasured into U.S.

dollars of $ 13.7 million and $ 22.1 million, respectively.

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 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 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.

Interest payments are due on a monthly basis.

Principal is amortized evenly on a monthly basis, with principal payments subject to a one year grace period prior to the commencement of repayment.

The Medium Term Loan will be used by the Taiwan subsidiary to support its manufacturing activities (such as purchase of materials and components) (“Use of Proceeds”).

Drawdowns may be in amounts of up to 80 % of permitted Use of Proceeds expenses.

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.

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.

On August 9, 2022 (the “2022 E.SUN Bank Effective Date”), we, through our Taiwan subsidiary, entered into a new General Credit Agreement with E.SUN Bank, which replaced the 2021 E.SUN Bank Credit Facility (the “2022 E.SUN Bank Credit Facility”).

The 2022 E.SUN Bank Credit Facility permits borrowings of up to NTD 680.0 million and the prior medium term loan under the Prior E.SUN Bank Credit Facility shall not exceed in aggregate NTD 1,800.0 million.

SMCI | 2025 Form 10-K | 88

Table of Content s

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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”).

Under a Notification and Confirmation entered into on the 2022 E.SUN Bank Effective Date, our Taiwan subsidiary and E.SUN Bank have agreed to a Medium Term Credit Loan of NTD 680.0 million with a tenor of five years .

On November 14, 2024 and June 27, 2025, the Taiwan Subsidiary entered into amendments (the “2025 E.SUN Amendments”) of various Notifications and Confirmations of Credit Agreements (the “Notifications and Confirmations”) previously entered into with E.SUN Bank, which modified certain covenant requirements.

As of June 30, 2025 and 2024, the amount outstanding under the Term Loan was denominated in NTD and remeasured into US dollars of $ 9.6 million and $ 12.6 million, respectively.

HSBC Bank Credit Lines (terminated in December 2024)

On January 7, 2022 (the “HSBC Bank Effective Date”), we, through our 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”).

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.

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”).

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 cover.

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.

As of June 30, 2024, the outstanding borrowings under the HSBC Loan Agreement was $ 30.0 million, which was fully paid on September 9, 2024, during fiscal year 2025.

On December 20, 2024, the General Loan, Export/Import Financing, Overdraft Facilities, and Securities Agreement which the Taiwan Subsidiary had entered into with the Taiwan affiliate of HSBC Bank (the “HSBC Loan Agreement”) was terminated and not renewed.

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.

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

On April 17, 2024, we, through our Taiwan subsidiary, entered into an Omnibus Credit Authorization Agreement (the “2024 Omnibus Credit Authorization Agreement”) with Mega International Commercial Bank (“Mega Bank”), which was substantially similar to the 2023 Omnibus Authorization Agreement, except the credit limit thereunder was increased from $ 20.0 million (or foreign currency equivalent) to $ 50.0 million (or foreign currency equivalent) (the “Mega Bank Credit Limit”).

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

The 2024 Omnibus Credit Authorization Agreement set forth additional terms of the individual credit authorizations.

Our Taiwan subsidiary also received a Credit Authorization Approval Notice (the “Approval Notice”) from an associated branch of Mega Bank.

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

The Approval Notice also includes a sub-item credit limit of NTD 1,200.0 million as short-term loans for turnover.

Interest on drawdowns denominated in US dollars is based upon TAIFX OFFER for three or six months, interest on drawdowns denominated in NTD is based upon Taipei Interbank Offered Rate (“TAIBOR”) for three or six months, and interest on drawdowns denominated in other currencies is based upon Mega Bank’s cost of borrowing plus a specified premium, subject to periodic adjustment and adjustment in certain other circumstances, such as failure to maintain a sufficient balance in a demand deposit account with Mega Bank which are subject to Mega Bank’s right of set off.

Amounts borrowed are otherwise unsecured.

SMCI | 2025 Form 10-K | 89

Table of Content s

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.

On June 24, 2025, we, through our Taiwan subsidiary, entered into an Omnibus Credit Authorization Agreement (the “New Omnibus Credit Authorization Agreement”) with Mega International Commercial Bank (“Mega Bank”), which was substantially similar to the 2024 Omnibus Credit Authorization Agreement.

The New Omnibus Credit Authorized Agreement also includes a sub-item credit limit of NTD 600.0 million as short-term loans for turnover.

Interest on drawdowns denominated in US dollars is based upon TAIFX OFFER for three or six months, interest on drawdowns denominated in NTD is based upon TAIBOR for three or six months, and interest on drawdowns denominated in other currencies is based upon Mega Bank’s cost of borrowing plus a specified premium, subject to periodic adjustment and adjustment in certain other circumstances, such as failure to maintain a sufficient balance in a demand deposit account with Mega Bank which are subject to Mega Bank’s right of set off.

Amounts borrowed are otherwise unsecured.

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.

100 % of deposit needs to be pledged to Mega Bank for the amount of actual drawdown exceeding $ 30.0 million.

As of June 30, 2025 and 2024, the outstanding borrowings under the Mega Bank credit lines were $ 0.0 million and $ 50.0 million, respectively.

As of June 30, 2025, the amount available for future borrowing under the Mega Bank credit lines was $ 50.0 million.

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 Bank.

On September 13, 2021 (the “Mega Bank Effective Date”), we, through our Taiwan subsidiary, entered into a NTD 1,200.0 million credit facility (the “Mega Bank Credit Facility”) with Mega Bank.

The Mega Bank Credit Facility will be used to support manufacturing activities (such as purchase of materials and components), and to provide medium-term working capital (the “Permitted Uses”).

2 unchanged sentences

Drawdowns may be in amounts of up to 80 % of Permitted Uses certified to the Bank in drawdown certificates.

The interest rate depends upon the amount borrowed under Mega Bank Credit Facility, and as of the Mega Bank Effective Date, ranged from 0.645 % to 0.845 % per annum.

The interest rate is subject to adjustment in certain circumstances, such as events of default.

4 unchanged sentences

dollars at $ 17.1 million and $ 27.6 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) .

Yuanta Bank Credit Lines (expired in May 2025)

On May 23, 2024, our Taiwan subsidiary entered into an Omnibus Credit Agreement and an additional agreement with Yuanta Commercial Bank Co., Ltd., securing credit lines up to NTD 1,550.0 million.

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.

(i) Working Capital Loans up to NTD 1,550.0 million, (ii) Overseas Purchase Loans up to $ 50.0 million, and (iii) Export Loans up to $ 50.0 million.

As of June 30, 2024, there were no outstanding borrowings and on May 23, 2025, the agreement expired.

First Bank Credit Lines

On April 26, 2024, our Taiwan subsidiary entered into a Credit Agreement and a Foreign Currency Agreement with First Commercial Bank Co., Ltd.

(“First Bank”), providing a foreign currency working capital loan of up to $ 30.0 million including a sub-item credit limit of NTD 900.0 million on a revolving basis (the "First Bank Loan").

The loan terms, outlined in a Facility Letter from First Bank dated February 20, 2024, set the contract period from February 17, 2024, to February 17, 2025, with interest rates based on TAIFX or base rate plus a premium, depending on the currency.

SMCI | 2025 Form 10-K | 90

Table of Content s

SUPER MICRO COMPUTER, INC.

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 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.

As of June 30, 2024, the outstanding borrowings under the First Bank credit lines were $ 28.1 million.

The First Bank Loan was paid in full and expired on February 17, 2025.

The agreement was renewed on July 18, 2025.

The credit lines are reduced from $ 30.0 million to $ 20.0 million, including a sub-item credit limit of NTD 600.0 million as short-term loans for turnover.

Future Payments Schedule

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

Principal Payments

2030 and thereafter

Total short-term and long-term debt $ 112,475

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.

As of June 30, 2025, we were in compliance with all the covenants for the revolving lines of credit and term loans identified in this Note 7, “Lines of Credit and Term Loans”.

Convertible Notes

2029 Convertible Notes

In February 2024, we issued $ 1,725.0 million aggregate principal amount of 0.0 % Convertible Senior Notes due 2029 (the “Original 2029 Convertible Notes”).

On February 11, 2025, we entered into privately negotiated subscription agreements with certain holders of the Original 2029 Convertible Notes (the “Convertible Note SPAs”) to, among other things, amend certain terms of, and obtain waivers with respect to, the Original 2029 Convertible Notes and to issue $ 700.0 million aggregate principal amount of the 2028 Convertible Notes (as further described below).

On February 12, 2025, pricing of the amended 2029 Convertible Notes and 2028 Convertible Notes was set pursuant to the Convertible Note SPAs, establishing a binding commitment by the parties to the Convertible Note SPAs.

On February 20, 2025,we amended and supplemented that certain indenture governing the Original 2029 Convertible Notes (the “Original 2029 Notes Indenture”), dated as of February 27, 2024, by entering into a first supplemental indenture and a second supplemental indenture (the Original 2029 Notes Indenture, as so amended, the “2029 Convertible Notes Indenture”), in each case the 2029 Convertible Notes were amended to (i) bear interest from February 20, 2025 at an annual rate of 3.50 %, payable semi-annually in arrears on each March 1 and September 1, beginning on September 1, 2025 and (ii) include an updated conversion rate of 11.9842 shares of our common stock per $1,000 principal amount of 2029 Convertible Notes which is equivalent to a conversion price of approximately $ 83.44 per share of our common stock, in each case subject to adjustment as set forth in 2029 Convertible Notes Indenture (such amendments, the “Amendments”).

The 2029 Convertible Notes are convertible into cash, shares of our common stock, or a combination of cash and shares of common stock, at our election.

The other terms of the 2029 Convertible Notes remained substantially unchanged.

The amendment was treated as an extinguishment of the original debt and an issuance of the new debt, in which a debt extinguishment loss of $ 30.3 million was recognized in other income, net in the consolidated statements of operations during the year ended June 30, 2025.

Special interest will accrue on the 2029 Convertible Notes in the circumstances and at the rates described in the 2029 Convertible Notes Indenture.

The debt issuance costs are amortized to interest expense.

SMCI | 2025 Form 10-K | 91

Table of Content s

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Convertible Notes

Holders may convert their 2029 Convertible Notes at their option only in the following circumstances:

(1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2024, if the last reported sale price per share of our common stock exceeds 130 % of the conversion price for each of at least 20 trading days during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter;

(2) during the five consecutive business days immediately after any five consecutive trading day period (such five consecutive trading day period, the “measurement period”) in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price per share of our common stock on such trading day and the conversion rate on such trading day;

(3) upon the occurrence of certain corporate events or distributions on our common stock, as described in the 2029 Convertible Notes Indenture;

(4) if we call such notes for redemption;

and (5) at any time from, and including, September 1, 2028 until the close of business on the second scheduled trading day immediately before the maturity date irrespective of the circumstances in (1) - (4) above.

If we undergo a fundamental change (as defined in the 2029 Convertible Notes Indenture), subject to certain conditions, holders may require us to repurchase for cash all or any portion of their 2029 Convertible Notes, at a fundamental change repurchase price equal to 100 % of the principal amount of the 2029 Convertible Notes to be repurchased, plus any accrued and unpaid special interest and additional interest, if any, up to, but excluding, the fundamental change repurchase date.

In addition, following certain corporate events or if we issue a notice of redemption, it will, under certain circumstances, increase the conversion rate for holders who elect to convert their 2029 Convertible Notes in connection with such corporate event or during the relevant redemption period.

The 2029 Convertible Notes are redeemable, in whole or in part (subject to certain limitations), for cash at our option at any time, and from time to time, on or after March 1, 2027 and on or before the 20 th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of our common stock exceeds 130 % of the conversion price for a specified period of time.

The redemption price will be equal to the principal amount of the notes to be redeemed, plus accrued and unpaid special and additional interest, if any, to, but excluding, the redemption date.

The 2029 Convertible Notes have customary provisions relating to the occurrence of “events of default” (as defined in the 2029 Convertible Notes Indenture).

The occurrence of such events of default may result in the acceleration of all amounts due under the 2029 Convertible Notes.

The 2029 Convertible Notes are senior unsecured obligations for us and rank senior in right of payment to all of our existing and future senior unsecured indebtedness, and senior to any future subordinated indebtedness.

As of June 30, 2025, none of the conditions permitting the holders of the 2029 Convertible Notes to convert their notes early had been met.

We accounted for the issuance of the 2029 Convertible Notes as a single liability measured at its amortized cost, as no other embedded features require bifurcation and recognition as derivatives.

The carrying value of the 2029 Convertible Notes, net of unamortized issuance costs of $ 21.3 million, was $ 1,703.7 million as of June 30, 2025.

Interest expense related to the amortization of debt issuance costs was $ 3.4 million and interest was $ 22.0 million for the year ended June 30, 2025.

The effective interest rate is 3.86 %.

For the year ended June 30, 2024, the effective interest rate was 0.34 %, and the interest expense related to the amortization of debt issuance costs was $ 1.9 million.

In February 2024, in connection with the issuance of the Original 2029 Convertible Notes, we entered into privately negotiated capped call transactions.

These capped call instruments featured an initial strike price of $ 134.14 and a cap price of $ 195.10 per share, subject to adjustment.

For accounting purposes, the capped call transactions were treated as separate equity-classified instruments, not embedded derivatives, and were recorded in stockholders’ equity at a cost of $ 142.1 million.

On February 12, 2025, in connection with the Amendments, we also entered into agreements to amend certain terms of the privately negotiated capped call transactions (collectively and as amended, the “2029 Capped Call Transactions”) originally entered into with certain financial institutions (the “2029 Capped Call Counterparties”) on February 22, 2024.

The amendments, among other things, make certain adjustments to the economic terms of the capped call transactions, including the strike price and cap price.

The cap price, after giving effect to the amendments, is initially $ 94.17 per share of our common stock, and is subject to certain adjustments under the terms of the amended capped calls.

The number of shares underlying the Capped Calls increased from 7.455 to 11.984 per $1,000 principal amount of 2029 Convertible Notes.

SMCI | 2025 Form 10-K | 92

Table of Content s

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The 2029 Capped Call Transactions are expected generally to reduce the potential dilution to our common stock upon conversion of the 2029 Convertible Notes and/or offset any potential cash payments we are required to make in excess of the principal amount of the 2029 Convertible Notes, as the case may be, with such reduction and/or offset, in each case subject to a cap.

The amendment to the 2029 Capped Call Transactions did not change the recognition of the 2029 Capped Call Transactions as shareholders’ equity and did not result in any incremental value requiring recognition.

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

Accordingly, the premiums paid for the purchases of the Capped Calls are deductible for income tax purposes over the term of the Notes.

A reduction of deferred tax assets of $ 18.5 million were recorded in stockholders’ equity to reflect the tax impact of the extinguishment and re-issuance of the 2029 Convertible Notes and the capped call transactions.

2028 Convertible Notes

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.

On February 20, 2025, we issued $ 700.00 million aggregate principal amount of our 2.25 % Convertible Senior Notes due 2028 (the “2028 Convertible Notes”) pursuant to an indenture by and between us and U.S.

Bank Trust Company, National Association, as trustee (the “2028 Convertible Notes Indenture”).

We incurred $ 16.3 million of issuance costs and fees payable to the placement agents.

The 2028 Convertible Notes will mature on July 15, 2028, unless earlier repurchased, redeemed or converted.

The 2028 Convertible Notes bear interest from February 20, 2025 at an annual rate of 2.25 %, payable semi-annually in arrears on each January 15 and July 15, beginning on July 15, 2025.

The 2028 Convertible Notes are convertible into cash, shares of our common stock, or a combination of cash and shares of our common stock, at our election, at an initial conversion rate of 16.3784 shares of our common stock per $1,000 principal amount of 2028 Convertible Notes, which is equivalent to an initial conversion price of approximately $ 61.06 per share of our common stock.

The conversion rate is subject to customary adjustments for certain events as described in the 2028 Convertible Notes Indenture.

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.

We may pay special interest, if any, at its election as the sole remedy relating to a failure to comply with its reporting obligations and will be obligated to pay additional interest, if any, under the circumstances set forth in the 2028 Convertible Notes Indenture.

Holders may convert their 2028 Convertible Notes at their option only in the following circumstances:

(1) during any calendar quarter commencing after the calendar quarter ending on June 30, 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.

(1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2025, if the last reported sale price per share of our common stock exceeds 130 % of the conversion price for each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter;

(2) during the five consecutive business days immediately after any five consecutive trading day period (such five consecutive trading day period, the “2028 Convertible Note measurement period”) in which the trading price per $1,000 principal amount of 2028 Convertible Notes for each trading day of the 2028 Convertible Note measurement period was less than 98 % of the product of the last reported sale price per share of our common stock on such trading day and the conversion rate on such trading day;

(3) upon the occurrence of certain corporate events or distributions on our common stock, as described in the 2028 Convertible Notes Indenture;

(4) if we call the 2028 Convertible Notes for redemption;

and (5) at any time from, and including, January 15, 2028 until the close of business on the second scheduled trading day immediately before the maturity date irrespective of the circumstances in (1) - (4) above.

If we undergoes a fundamental change (as defined in the 2028 Convertible Notes Indenture), subject to certain conditions, holders may require us to repurchase for cash all or any portion of their 2028 Convertible Notes, at a fundamental change repurchase price equal to 100 % of the principal amount of the 2028 Convertible Notes to be repurchased, plus any accrued and unpaid interest, up to, but excluding, the fundamental change repurchase date.

In addition, following certain corporate events or if we issue a notice of redemption, it will, under certain circumstances, increase the conversion rate for holders who elect to convert their 2028 Convertible Notes in connection with such corporate event or during the relevant redemption period.

The 2028 Convertible Notes are redeemable, in whole or in part (subject to certain limitations), for cash at our option at any time, and from time to time, on or after March 1, 2026 and on or before the 20 th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of our common stock exceeds 150 % of the conversion price for a specified period of time.

The redemption price will be equal to the principal amount of the 2028 Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

SMCI | 2025 Form 10-K | 93

Table of Content s

SUPER MICRO COMPUTER, INC.

2 unchanged sentences

The occurrence of such events of default may result in the acceleration of all amounts due under the 2028 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.

The 2028 Convertible Notes are general unsecured obligations for us and rank senior in right of payment to all of our existing and future senior unsecured indebtedness, and senior to any future subordinated indebtedness.

As of June 30, 2025, none of the conditions permitting the holders of the 2028 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.

We accounted for the issuance of the 2028 Convertible Notes as a single liability measured at its amortized cost, as no other embedded features require bifurcation and recognition as derivatives.

The carrying value of the 2028 Convertible Notes, net of unamortized issuance costs of $ 14.6 million, was $ 685.4 million as of June 30, 2025.

Interest expense related to the amortization of debt issuance costs was $ 1.7 million and for interest was $ 5.7 million for the year ended June 30, 2025.

The effective interest rate is 2.97 %.

2030 Convertible Notes

On June 23, 2025, we issued $ 2,300.0 million aggregate principal amount of 2030 Convertible Notes which included $ 300.0 million exercise in full of the overallotment option.

We received net proceeds from the offering of approximately $ 2,256.0 million.

We used approximately $ 182.2 million of the net proceeds to fund the cost of entering into the Capped Call Transactions described below.

In addition, we used approximately $ 200.0 million of the net proceeds to repurchase 4,891,171 shares of its common stock, $ 0.001 par value per share from certain purchasers of the Convertible Notes (refer to Note 11, “Stock-based Compensation and Stockholders’ Equity” in the notes to the consolidated financial statements for further details).

The 2030 Convertible Notes will mature on June 15, 2030, unless earlier redeemed, repurchased or converted in accordance with their terms prior to such date.

Prior to the close of business on the business day immediately preceding December 17, 2029, the 2030 Convertible Notes will be convertible only upon the satisfaction of certain conditions and during certain periods, and on and after December 17, 2029, at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date, the 2030 Convertible Notes will be convertible regardless of these conditions.

We will settle conversions by paying or delivering, as applicable, cash, shares of our common stock or a combination of cash and shares of the our common stock at the our election.

The 2030 Convertible Notes will not bear regular interest, and the principal amount of the note will not accrete.

However, special interest and additional interest, if any, will accrue under the circumstances and at the rates set forth in the Indenture.

The 2030 Convertible Notes will be convertible, at our election, into cash, shares of our common stock, or a combination of both, based on the applicable conversion rate at the time of conversion.

The 2030 Convertible Notes will constitute senior, unsecured obligations for us and will rank equally in right of payment with our existing and future senior unsecured indebtedness, including its 2028 and 2029 convertible senior notes.

The 2030 Convertible Notes were not eligible for conversion as of June 30, 2025.

Holders may convert their 2030 Convertible Notes at their option only in the following circumstances:

(1) during any calendar quarter commencing after the calendar quarter ending on September 30, 2025, if the last reported sale price per share of our common stock exceeds 130 % of the conversion price for each of at least 20 trading days during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter;

(3) upon the occurrence of certain corporate events or distributions on our common stock, as described in the Indenture;

(4) if we call such notes for redemption;

and (5) at any time from, and including, December 17, 2029 until the close of business on the second scheduled trading day immediately before the maturity date irrespective of the circumstances in (1) - (4) above.

SMCI | 2025 Form 10-K | 94

Table of Content s

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The initial conversion rate is 18.1154 shares per $1,000 principal amount of 2030 Convertible Notes, which represents an initial conversion price of approximately $ 55.20 per share, and is subject to adjustment in accordance with the terms of the Indenture.

If we undergoes a fundamental change (as defined in the 2030 Convertible Notes Indenture), subject to certain conditions, holders may require us to repurchase for cash all or any portion of their 2030 Convertible Notes, at a fundamental change repurchase price equal to 100 % of the principal amount of the 2030 Convertible Notes to be repurchased, plus any accrued and unpaid interest, up to, but excluding, the fundamental change repurchase date.

In addition, following certain corporate events or if we issue a notice of redemption, it will, under certain circumstances, increase the conversion rate for holders who elect to convert their 2030 Convertible Notes in connection with such corporate event or during the relevant redemption period.

The 2030 Convertible Notes are redeemable, in whole or in part (subject to certain limitations), for cash at our option at any time, and from time to time, on or after June 15, 2028 and on or before the 20 th scheduled trading day immediately before the maturity date, but only if (i) the 2030 Convertible Notes are “freely tradable” (as defined in the 2030 Convertible Notes Indenture), and all accrued and unpaid additional interest, if any, has been paid, as of the date we send the related redemption notice and (ii) the last reported sale price per share of our common stock exceeds 130 % of the conversion price for a specified period of time.

The redemption price will be equal to the principal amount of the 2030 Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

The 2030 Convertible Notes have customary provisions relating to the occurrence of “event of default” (as defined in the 2030 Convertible Notes Indenture).

The occurrence of such events of default may result in the acceleration of all amounts due under the 2030 Convertible Notes.

We accounted for the issuance of the 2030 Convertible Notes as a single liability measured at its amortized cost, as no other embedded features require bifurcation and recognition as derivatives.

The carrying value of the 2030 Convertible Notes, net of unamortized issuance costs of $ 43.9 million, was $ 2,256.1 million as of June 30, 2025.

Interest expense related to the amortization of debt issuance costs was $ 0.1 million for the year ended June 30, 2025.

The effective interest rate is 0.39 %.

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.

In connection with the 2030 Convertible Notes, we entered into privately negotiated capped call transactions (collectively, the “2030 Capped Call Transactions”) with certain financial institutions (the “2030 Capped Call Counterparties”).

The 2030 Capped Call Transactions are expected generally to reduce potential dilution to holders of our common stock upon any conversion of the 2030 Convertible Notes and/or offset any potential cash payments we are required to make in excess of the principal amount of such converted 2030 Convertible Notes, as the case may be, with such reduction and/or offset subject to a cap.

The cap price of the 2030 Capped Call Transactions is initially $ 81.78 per share of common stock, representing a premium of 100 % above the last reported sale price of $ 40.89 per share of common stock on June 23, 2025, and is subject to certain adjustments under the terms of the 2030 Capped Call Transactions.

The 2030 Capped Call Transactions will not affect any holder’s rights under the 2030 Convertible Notes.

Holders of the 2030 Convertible Notes will not have any rights with respect to the 2030 Capped Call Transactions.

As these transactions meet certain accounting criteria, the 2030 Capped Call Transactions of $ 182.2 million are recorded in stockholders’ equity and are not accounted for as derivatives.

The 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):

The 2030 Capped Call Transactions have been integrated for tax purposes.

Accordingly, the premiums paid for the purchases of the 2030 Capped Call Transactions are deductible for income tax purposes over the term of the 2030 Convertible Notes, subject to limitations.

Deferred tax assets of $ 43.0 million were recorded in stockholders' equity to reflect the tax impact of the issuance of the 2030 Convertible Notes and the 2030 Capped Call Transactions.

SMCI | 2025 Form 10-K | 95

Table of Content s

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

We lease 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, 2025, 2024, and 2023 were as follows (in thousands):

Years Ended June 30,

2025 2024 2023

Operating lease expense (including expense for lease agreements with related parties of $ 742 , $ 450 , and $ 561 for the years ended June 30, 2025, 2024, and 2023, respectively)

3 unchanged sentences

New operating lease assets obtained in exchange for operating lease liabilities $ 276,170 $ 32,581 $ 3,197

During the years ended June 30, 2024 and 2023, the Company's costs related to short-term lease arrangements for real estate and non-real estate assets were immaterial.

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)

During the years ended June 30, 2025, 2024 and 2023, our costs related to short-term lease arrangements for real estate and non-real estate assets were immaterial.

Variable lease payments expensed in the years ended June 30, 2025, 2024, and 2023 were $ 3.4 million, $ 2.3 million, and $ 1.8 million, respectively.

As of June 30, 2025 and June 30, 2024, the Operating lease ROU assets recorded within other assets on the consolidated balance sheets were $ 293.7 million and $ 34.6 million, respectively.

As the interest rate in the lease contract is typically not readily available, we estimate the incremental borrowing rate considering credit notching approach based on information available at lease commencement.

As of June 30, 2025, the weighted average remaining lease term for operating leases was 9.1 years and the weighted average discount rate was 5.8 %.

1 unchanged sentence

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.

SMCI | 2025 Form 10-K | 96

Table of Content s

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

We do not have an option to extend (or to terminate) the lease.

The lease agreement consists of three tranches, with the first tranche of 6 MW having commenced on January 24, 2025, and the second tranche of 9 MW commenced on May 12, 2025 and the third tranche of 6 MW expected to commence in October 2025.

The Data Center Space lease has escalating base rent due to base rate ($/MW/Month) increase in every 12 months from service commencement date.

During the first twelve months of initial term, we have no obligation to pay base rent in excess of base rent ramp maximum amount.

The ROU asset and lease liability associated with the commencement of three tranches totaling $ 211.9 million , were recorded during the year ended June 30, 2025 .

The lease agreement includes variable lease payments related to power consumption charges.

Variable lease payments not dependent on a rate or index associated with our leases are recognized when the event, activity, or circumstance in the lease agreement on which those payments are assessed as probable.

Variable lease payments are presented as operating expenses in the consolidated statement of operations.

Simultaneously, we entered into a sublicense agreement with an unrelated party to sublease the entire space in Vernon, California (the “Sublicense”).

The Sublicense term coincides with our Data Center Space lease.

We accounted for the lease as an operating lease and the sublicense as a sublease under Accounting Standards Codification Topic 842, Leases.

The Sublicense did not relieve our original obligation under the Data Center Space lease, and therefore we did not adjust the operating lease ROU asset and related liability.

Sublicense income is recognized on a straight-line basis and the rental income is included in other income, net on the consolidated statements of operations.

For the year ended June 30, 2025, we recorded $ 8.0 million rental income.

As of June 30, 2025, the future total minimum sublicense receipts expected to be received are as follows (in thousands):

Future minimum sublicense receipts (1)

2031 and beyond

Total sublicense receipts - Lessor $ 309,516

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

The future undiscounted fixed non-cancelable payment obligation and future minimum sublicense receipts pertaining to the remaining tranche that has not yet commenced as of June 30, 2025 is approximately $ 117.7 million and $ 124.8 million, respectively.

We hold an equity investment of $ 92.5 million in the sub-licensee, which is classified under investments in privately held companies and recorded in other assets on the consolidated balance sheets.

The sub-licensee does not meet the criteria of a related party.

Additionally, the sub-licensee has been our customer, and we 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.

Additionally, the warehouse lease in San Jose, California commenced on May 1, 2025 for 66 months, expiring in October, 2030.

In connection with this lease, we recorded $ 14.3 million ROU asset and lease liability to the consolidated balance sheets as of June 30, 2025.

SMCI | 2025 Form 10-K | 97

Table of Content s

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Maturities of operating lease liabilities under non-cancelable operating lease arrangements as of June 30, 2025, were as follows (in thousands):

7 unchanged sentences

(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.

We have entered into lease agreements with related parties.

See Note 10, “Related Party Transactions” in the notes to the consolidated financial statements for further discussion.

SMCI | 2024 Form 10-K | 101

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Related Party Transactions

The Company has a variety of business relationships with Ablecom and Compuware.

Ablecom and Compuware are both Taiwan corporations.

Ablecom is one of the Company’s major contract manufacturers;

Compuware is both a distributor of the Company’s products and a contract manufacturer for the Company.

Ablecom’s Chief Executive Officer, Steve Liang, is the brother of Charles Liang, the Company’s President, Chief Executive Officer and Chairman of the Board.

Steve Liang and his family members owned approximately 35.0 % of Ablecom’s stock and Charles Liang and his spouse, Sara Liu, who is also an officer and director of the Company, collectively owned approximately 10.5 % of Ablecom’s capital stock as of June 30, 2024.

We have a variety of business relationships with Ablecom and Compuware, both of which are Taiwan-based corporations.

Both Ablecom and Compuware are a major contract manufacturer for us and Compuware is also a distributor of our products.

Ablecom’s Chief Executive Officer, Steve Liang, is the brother of Charles Liang, our President, Chief Executive Officer and Chairman of the Board.

Steve Liang and his family members owned approximately 35.0 % of Ablecom’s stock and Charles Liang and his spouse, Sara Liu, who is also an officer and director for us, collectively owned approximately 10.5 % of Ablecom’s capital stock as of June 30, 2025.

Bill Liang, a brother of both Charles Liang and Steve Liang, is a member of the Board of Directors of Ablecom.

1 unchanged sentence

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.

Neither Charles Liang nor Sara Liu own any capital stock of Compuware and we do not own any of Ablecom or Compuware’s capital stock.

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

In October 2018, our Chief Executive Officer, Charles Liang, personally borrowed approximately $ 12.9 million from Chien-Tsun Chang, the spouse of Steve Liang.

The loan was 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.

Liang’s request to provide funds to repay margin loans to two financial institutions, which loans had been secured by shares of our common stock that he held.

The lenders called the loans in October 2018, following the suspension of our common stock from trading on Nasdaq in August 2018 and the decline in the market price of our common stock in October 2018.

As of June 30, 2025 and June 30, 2024, the amount due on the unsecured loan (including principal and accrued interest) was approximately $ 16.8 million and $ 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, 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.

Ablecom manufactured approximately 93.6 %, 91.9 % and 88.2 % of the chassis included in the products sold by the Company during fiscal years 2024, 2023 and 2022, respectively.

With respect to design activities, Ablecom generally agrees to design certain agreed-upon products according to the Company’s specifications, and further agrees to build the tools needed to manufacture the products.

The Company pays Ablecom for the design and engineering services, and further agrees to pay Ablecom for the tooling.

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 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.

We have entered into a series of agreements with Ablecom, including multiple product development, production and service agreements, credit agreements, product manufacturing agreements, manufacturing services agreements and lease agreements for warehouse space.

SMCI | 2025 Form 10-K | 98

Table of Content s

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 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.

Under these agreements, we outsource 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.

Ablecom manufactured approximately 95.4 %, 93.6 %, and 91.9 % of the chassis purchased by us during fiscal years 2025, 2024, and 2023, respectively.

With respect to design activities, Ablecom generally agrees to design certain agreed-upon products according to our specifications, and further agrees to build the tools needed to manufacture the products.

We pay Ablecom for the design and engineering services, and further agree to pay Ablecom for the tooling.

We retain full ownership of any intellectual property resulting from the design of these products and tooling.

With respect to the manufacturing aspects of the relationship, Ablecom purchases most of the materials needed to manufacture the chassis from third parties and we provide certain components used in the manufacturing process (such as power supplies) to Ablecom through consignment or sales transactions.

Ablecom uses these materials and components to manufacture the completed chassis and then sell them back to us.

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

There is no revenue recognized by us from these transactions.

We and Ablecom frequently review and negotiate the prices of the chassis we purchase from Ablecom.

In addition to inventory purchases, we also incur other costs associated with design services, tooling and other miscellaneous costs from Ablecom.

Our exposure to financial loss as a result of our involvement with Ablecom is limited to potential losses on our purchase orders in the event of an unforeseen decline in the market price and/or demand of our products such that we incur a loss on the sale or cannot sell the products.

Non-cancelable purchase orders from us to Ablecom on June 30, 2025 and 2024 were $ 30.6 million and $ 58.8 million, respectively, effectively representing the exposure to financial loss.

We do not directly or indirectly guarantee any obligations of Ablecom, or any losses that the equity holders of Ablecom may suffer.

Since Ablecom manufactures substantially all the chassis that we incorporate into its products, if Ablecom were to suddenly be unable to manufacture chassis for us, our business could suffer if we are unable to quickly qualify substitute suppliers who can supply high-quality chassis to us in volume and at acceptable prices.

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

Dealings with Compuware

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.

With respect to design activities, Compuware generally agrees to design certain agreed-upon products according to the Company’s specifications, and further agrees to build the tools needed to manufacture the products.

The Company pays Compuware for the design and engineering services, and further agrees to pay Compuware for the tooling.

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, Compuware purchases most of materials needed to manufacture the power supplies from outside markets and uses these materials to manufacture the products and then sell those products to the Company.

The Company and Compuware frequently review and negotiate the prices of the power supplies the Company purchases from Compuware.

Compuware also manufactures motherboards, backplanes and other components used on printed circuit boards for the Company.

The Company sells to Compuware most of the components needed to manufacture the above products.

Compuware uses the components to manufacture the products and then sells the products back to 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.

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

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 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.

We appointed Compuware as a non-exclusive authorized distributor of our products in Taiwan, China, and Australia.

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

From time to time, Compuware acts as a sales representative for us in exchange for a fee that is based on a percentage of net sales generated from customers introduced to us.

The fee structure for Compuware is comparable to the fee structure offered to other sales representatives in the same geographic region.

We also have entered into a series of agreements with Compuware, including multiple product development, production and service agreements, product manufacturing agreements, and lease agreements for office space.

We have 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, we outsource 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.

With respect to design activities, Compuware generally agrees to design certain agreed-upon products according to our specifications, and further agrees to build the tools needed to manufacture the products.

We pay Compuware for the design and engineering services, and further agrees to pay Compuware for the tooling.

We retain full ownership of any intellectual property resulting from the design of these products and tooling.

With respect to the manufacturing aspects of the relationship, Compuware purchases most of the materials needed to manufacture the power supplies from outside markets and uses these materials to manufacture the products and then sell those products to us.

We and Compuware frequently review and negotiate the prices of the power supplies we purchase from Compuware.

SMCI | 2025 Form 10-K | 99

Table of Content s

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Compuware also manufactures motherboards, backplanes and other components used on printed circuit boards for us.

We sell to Compuware most of the components needed to manufacture the above products.

Compuware uses the components to manufacture the products and then sells the products back to us at a purchase price equal to the price at which we sold the components to Compuware, plus a “manufacturing value added” fee and other miscellaneous material charges and costs, including overhead and labor.

There is no revenue recognized by us from these transactions.

We and Compuware frequently review and negotiate the amount of the “manufacturing value added” fee that will be included in the price of the products we purchase from Compuware.

In addition to the inventory purchases, we also incur costs associated with design services, tooling assets, and miscellaneous costs.

Our exposure to financial loss as a result of our involvement with Compuware is limited to potential losses on our purchase orders in the event of an unforeseen decline in the market price and/or demand of our products such that we incur a loss on the sale or cannot sell the products.

Non-cancelable purchase orders from us to Compuware on June 30, 2025 and 2024 were $ 118.3 million and $ 93.5 million, respectively, effectively representing the exposure to financial loss.

We do not directly or indirectly guarantee any obligations of Compuware, or any losses that the equity holders of Compuware may suffer.

During the fiscal year ended June 30, 2025, we agreed to pay a finder’s fee of approximately $ 1.6 million which represents 1 % of the net sales from a customer referred to us by Compuware.

This finder’s fee is consistent with market terms given Compuware's limited role and industry margins.

The agreement doesn’t require us to absorb losses or provide subordinated financing.

Dealings with Leadtek Research Inc.

1 unchanged sentence

(“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.

Prior to the Leadtek Investment, none of our related parties had direct or indirect material interests in any transactions in which we were a participant with Leadtek.

Commencing with the closing of the Leadtek Investment, Steve Liang 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.

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

During the fiscal years ended 2025 and 2024, we engaged in transactions whereby we sold $ 0.7 million and $ 1.4 million of servers to Leadtek, and purchased $ 0.5 million and $ 2.1 million of graphic cards from Leadtek, respectively.

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 (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.

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

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

The transaction 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 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.

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.

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.

We monitor the investment for events or circumstances indicative of potential impairment and make appropriate reductions in carrying values if we determine that an impairment charge is required.

As of June 30, 2025, we concluded the Corporate Venture would be divested in the fiscal year ending June 2026.

We performed an impairment analysis on this investment and concluded the remaining carrying value of the equity investment of $ 6.7 million was impaired as of June 30, 2025.

As of June 30, 2024, the carrying value of the equity investment of $ 4.6 million was recorded in other assets on the consolidated balance sheets, and was not impaired as of June 30, 2024.

We sold products worth $ 11.0 million, $ 21.8 million, and $ 24.2 million to the Corporate Venture in the fiscal years 2025, 2024, and 2023, respectively, and our share of intra-entity profits on the products that remained unsold by the Corporate Venture as of June 30, 2025 and June 30, 2024 have been eliminated and have reduced the carrying value of our investment in the Corporate Venture prior to impairment write-off.

To the extent that the elimination of intra-entity profits reduces the investment balance below zero, such amounts are recorded within accrued liabilities.

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.

We had less than $ 0.1 million and $ 5.1 million due from the Corporate Venture in accounts receivable, net as of June 30, 2025 and 2024, respectively.

SMCI | 2025 Form 10-K | 100

Table of Content s

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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.

For the fiscal year ended June 30, 2025, we had immaterial chargebacks from Green Earth Liang’s Inc.

(“Green Earth”), an entity affiliated with our Chief Executive Officer.

As of June 30, 2025, there was no balance due to and from Green Earth.

For the fiscal year ended June 30, 2024, we had immaterial sales to and purchases from Green Earth.

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

For the fiscal year ended June 30, 2025, we had no transactions directly or indirectly to Aeon Lighting Technology Inc.

(“Aeon Lighting”).

Aeon Lighting is a company which is owned more than 10 % by James Liang, a brother of our 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 .

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

As of June 30, 2025 and 2024, amount due from Aeon Lighting were none and immaterial, respectively.

In June 2025, we invested $ 6.0 million and acquired an approximately 11 % interest in Ampera, Inc.

(“Ampera”), a clean energy technology company focused on the development and deployment of advanced battery storage solutions.

This investment is accounted for as a non-marketable security, see Note 3, “Non-marketable Equity Securities”.

We represent approximately 33 % on the board of directors as we have one board of director seat on a board of three .

With the combination of our 11 % equity interest and board representation, we have the ability to exercise significant influence over the operating and financial policies of Ampera.

For the fiscal year ended June 30, 2025, we had no sale or purchases transactions with Ampera.

As of June 30, 2025, there was no balance due to and from Ampera.

We had the following balances related to transactions with our related parties as of the fiscal years ended June 30, 2025, 2024, and 2023 (in thousands):

Accounts receivable

Other receivables (1)

Accounts payable Accrued liabilities (2)

Other long-term liabilities (3)

Year Ended June 30, 2025 $ 1 $ 1,059 $ 55,460 $ 753 $ 114

Year Ended June 30, 2024 $ 1 $ 1,927 $ 98,629 $ — $ —

Year Ended June 30, 2023 $ 2 $ 2,841 $ 35,711 $ 1,230 $ —

Year Ended June 30, 2025 $ 285 $ 12,686 $ 74,292 $ 291 $ 494

Year Ended June 30, 2024 $ 142 $ 10,012 $ 66,436 $ 170 $ —

Year Ended June 30, 2023 $ 3,528 $ 24,891 $ 53,423 $ 12,787 $ —

Corporate Venture

Year Ended June 30, 2025 $ 30 $ — $ — $ — $ —

Year Ended June 30, 2024 $ 5,075 $ — $ — $ — $ —

Year Ended June 30, 2023 $ 1,943 $ — $ — $ — $ —

Year Ended June 30, 2025 $ 77 $ — $ — $ — $ —

Year Ended June 30, 2024 $ 976 $ — $ 230 $ — $ —

Year Ended June 30, 2023 $ — $ — $ — $ — $ —

Year Ended June 30, 2025 $ 393 $ 13,745 $ 129,752 $ 1,044 $ 608

Year Ended June 30, 2024 $ 6,194 $ 11,939 $ 165,295 $ 170 $ —

Year Ended June 30, 2023 $ 5,473 $ 27,732 $ 89,134 $ 14,017 $ —

(1) Other receivables includes receivables from vendors included in prepaid expenses and other current assets.

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

(3) Other long-term liabilities includes non-current portion of lease liabilities.

SMCI | 2025 Form 10-K | 101

Table of Content s

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 Leadtek

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

2024 2023 2022 2024 2023 2022 2024 2023 2022 2024 2023 2022 2024 2023 2022

Accounts receivable $ 1 $ 2 $ 2 $ 142 $ 3,528 $ 404 $ 5,075 $ 1,943 $ 7,992 $ 976 $ — $ — $ 6,194 $ 5,473 $ 8,398

Other receivable (1)

$ 1,927 $ 2,841 $ 4,816 $ 10,012 $ 24,891 $ 19,596 $ — $ — $ — $ — $ — $ — $ 11,939 $ 27,732 $ 24,412

Accounts payable $ 98,629 $ 35,711 $ 42,463 $ 66,436 $ 53,423 $ 44,892 $ — $ — $ — $ 230 $ — $ — $ 165,295 $ 89,134 $ 87,355

Accrued liabilities (2)

$ — $ 1,230 $ 3,531 $ 170 $ 12,787 $ 15,145 $ — $ — $ — $ — $ — $ — $ 170 $ 14,017 $ 18,676

(1) Other receivables include receivables from vendors included in prepaid and other current assets.

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

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 Leadtek

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

Our results from transactions with our related parties for each of the fiscal years ended June 30, 2025, 2024, and 2023, are as follows (in thousands):

Cost of sales

Research and development

Sales and marketing

Purchases of fixed assets

Year Ended June 30, 2025 $ 317 $ 321,866 $ 5,026 $ — $ 18,659

Years Ended June 30,

2024 2023 2022 2024 2023 2022 2024 2023 2022 2024 2023 2022 2022 2024 2023 2022

Net sales $ 11 $ 8 $ 15 $ 46,618 $ 36,286 $ 26,085 $ 21,806 $ 24,243 $ 120,991 $ 1,356 $ — $ — $ — $ 69,791 $ 60,537 $ 147,091

Purchases - inventory $ 269,256 $ 167,801 $ 192,441 $ 280,801 $ 216,961 $ 170,300 $ — $ — $ — $ 2,079 $ — $ — $ 8,335 $ 552,136 $ 384,762 $ 371,076

Purchases - other miscellaneous items $ 16,503 $ 12,131 $ 8,265 $ 1,540 $ 2,011 $ 1,455 $ — $ — $ — $ — $ — $ — $ — $ 18,043 $ 14,142 $ 9,720

(1) The Company procures certain semiconductor products from 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.

Year Ended June 30, 2024 $ 11 $ 269,256 $ 4,513 $ — $ 11,990

Year Ended June 30, 2023 $ 8 $ 167,801 $ 4,439 $ — $ 7,691

Year Ended June 30, 2025 $ 30,238 $ 328,258 $ 1,686 $ 1,649 $ 558

Year Ended June 30, 2024 $ 46,618 $ 280,801 $ 1,377 $ — $ 163

Year Ended June 30, 2023 $ 36,286 $ 216,961 $ 1,738 $ — $ 273

Corporate Venture

Year Ended June 30, 2025 $ 11,027 $ — $ — $ — $ —

Year Ended June 30, 2024 $ 21,806 $ — $ — $ — $ —

Year Ended June 30, 2023 $ 24,243 $ — $ — $ — $ —

Year Ended June 30, 2025 $ 677 $ 534 $ — $ — $ —

Year Ended June 30, 2024 $ 1,356 $ 2,079 $ — $ — $ —

Year Ended June 30, 2023 $ — $ — $ — $ — $ —

Year Ended June 30, 2025 $ 42,259 $ 650,658 $ 6,712 $ 1,649 $ 19,217

Year Ended June 30, 2024 $ 69,791 $ 552,136 $ 5,890 $ — $ 12,153

Year Ended June 30, 2023 $ 60,537 $ 384,762 $ 6,177 $ — $ 7,964

SMCI | 2025 Form 10-K | 102

Table of Content s

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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 Leadtek

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

2024 2023 2022 2024 2023 2022 2024 2023 2022 2024 2023 2022 2022 2024 2023 2022

Changes in accounts receivable $ 1 $ — $ — $ 3,386 $ ( 3,124 ) $ ( 206 ) $ ( 3,132 ) $ 6,049 $ 486 $ ( 976 ) $ — $ — $ — $ ( 721 ) $ 2,925 $ 280

Changes in other receivable $ 914 $ 1,975 $ 759 $ 14,879 $ ( 5,295 ) $ ( 1,423 ) $ — $ — $ — $ — $ — $ — $ 89 $ 15,793 $ ( 3,320 ) $ ( 575 )

Changes in accounts payable $ 62,918 $ ( 6,752 ) $ 4,311 $ 13,013 $ 8,531 $ 12,948 $ — $ — $ — $ 230 $ — $ — $ — $ 76,161 $ 1,779 $ 17,259

Changes in accrued liabilities $ ( 1,230 ) $ ( 2,301 ) $ 489 $ ( 12,617 ) $ ( 2,358 ) $ 659 $ — $ — $ ( 1,000 ) $ — $ — $ — $ — $ ( 13,847 ) $ ( 4,659 ) $ 148

Changes in other long-term liabilities $ — $ — $ — $ ( 178 ) $ ( 321 ) $ 499 $ — $ — $ — $ — $ — $ — $ — $ ( 178 ) $ ( 321 ) $ 499

Purchases of property, plant and equipment $ 10,428 $ 7,498 $ 4,678 $ 197 $ 346 $ 140 $ — $ — $ — $ — $ — $ — $ — $ 10,625 $ 7,844 $ 4,818

Our cash flow impact from transactions with our related parties for the fiscal years ended June 30, 2025, 2024, and 2023, are as follows (in thousands):

Changes in accounts receivable Changes in prepaid expenses and other assets

Changes in accounts payable Changes in accrued liabilities Changes in other long-term liabilities Cash payment for property, plant, and equipment

Unpaid property, plant, and equipment

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.

Year Ended June 30, 2025 $ — $ 868 $ ( 43,169 ) $ 753 $ 114 $ 17,119 $ 3,879

Year Ended June 30, 2024 $ 1 $ 914 $ 62,918 $ ( 1,230 ) $ — $ 10,428 $ 2,339

Year Ended June 30, 2023 $ — $ 1,975 $ ( 6,752 ) $ ( 2,301 ) $ — $ 7,498 $ 777

Year Ended June 30, 2025 $ ( 143 ) $ ( 2,674 ) $ 7,856 $ 121 $ 494 $ 558 $ —

Year Ended June 30, 2024 $ 3,386 $ 14,879 $ 13,013 $ ( 12,617 ) $ ( 178 ) $ 197 $ —

Year Ended June 30, 2023 $ ( 3,124 ) $ ( 5,295 ) $ 8,531 $ ( 2,358 ) $ ( 321 ) $ 346 $ 33

Corporate Venture

Year Ended June 30, 2025 $ 5,045 $ — $ — $ — $ — $ — $ —

Year Ended June 30, 2024 $ ( 3,132 ) $ — $ — $ — $ — $ — $ —

Year Ended June 30, 2023 $ 6,049 $ — $ — $ — $ — $ — $ —

Year Ended June 30, 2025 $ 899 $ — $ ( 230 ) $ — $ — $ — $ —

Year Ended June 30, 2024 $ ( 976 ) $ — $ 230 $ — $ — $ — $ —

Year Ended June 30, 2023 $ — $ — $ — $ — $ — $ — $ —

Year Ended June 30, 2025 $ 5,801 $ ( 1,806 ) $ ( 35,543 ) $ 874 $ 608 $ 17,677 $ 3,879

Year Ended June 30, 2024 $ ( 721 ) $ 15,793 $ 76,161 $ ( 13,847 ) $ ( 178 ) $ 10,625 $ 2,339

Year Ended June 30, 2023 $ 2,925 $ ( 3,320 ) $ 1,779 $ ( 4,659 ) $ ( 321 ) $ 7,844 $ 810

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.

We have 10,000,000 shares of undesignated preferred stock, $ 0.001 par value per share, authorized but not issued with rights and preferences determined by our Board of Directors at the time of issuance of such shares.

As of June 30, 2025 and 2024, 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.

We may issue up to 1,000,000,000 shares of common stock, $ 0.001 par value per share.

The holders of our 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

On June 5, 2020, the stockholders of the Company approved the 2020 Equity and Incentive Compensation Plan (the “Original 2020 Plan”).

On June 5, 2020, our stockholders approved the 2020 Equity and Incentive Compensation Plan (the “Original 2020 Plan”).

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 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.

On May 18, 2022, our stockholders 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, our stockholders 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 | 2025 Form 10-K | 103

Table of Content s

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.

The exercise price per share for incentive stock options granted to employees owning shares representing more than 10 % of the Company's outstanding voting stock at the time of grant cannot be less than 110 % of the fair value of the underlying shares on the grant date.

On June 4, 2025, our stockholders 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 18,000,000 shares.

Under the 2020 Plan, we can grant stock options, stock appreciation rights, restricted stock, RSUs, performance shares, performance units, dividend equivalents, and certain other awards, including those denominated or payable in, or otherwise based on, our common stock.

The exercise price per share for incentive stock options granted to employees owning shares representing more than 10 % of our outstanding voting stock at the time of grant cannot be less than 110 % of the fair value of the underlying shares on the grant date.

Nonqualified stock options and incentive stock options granted to all other persons are granted at a price not less than 100 % of the fair value.

2 unchanged sentences

25 % at the end of one year and one sixteenth per quarter thereafter.

As of June 30, 2024, the Company had 12,669,100 authorized shares available for future issuance under the 2020 Plan.

As of June 30, 2025, we had 17,217,058 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.

On December 5, 2023, we completed a public offering of 24,158,050 shares of our common stock at $ 26.20 per share, with 23,151,050 shares sold by us and 1,007,000 shares sold by selling stockholders.

We received net proceeds of approximately $ 582.8 million, after deducting underwriting discounts and commissions and offering expenses payable by us.

We did not receive any proceeds from the sale of the shares of common stock by the selling stockholders.

On March 22, 2024, we completed a public offering of 20,000,000 shares of our common stock at $ 87.50 per share.

We received net proceeds of $ 1,731.5 million, after deducting underwriting discounts and commissions and offering expenses payable by us.

Common Stock Repurchase and Retirement

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.

On August 3, 2022, after the expiration of a prior share repurchase program on July 31, 2022, a duly authorized subcommittee of our Board approved a new share repurchase program to repurchase shares of our common stock for up to $ 200 million at prevailing prices in the open market.

The share repurchase program was effective until January 31, 2024 or until the maximum amount of common stock is repurchased, whichever occurred first.

1 unchanged sentence

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.

The share repurchase program was effective until January 31, 2024, at which time the remaining un-utilized portion of such program expired.

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 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.

This fair value is then amortized ratably over the requisite service periods of the awards, which is generally the vesting period.

The key inputs in using the Black-Scholes-option-pricing model were as follows:

Expected Term—The Company’s expected term represents the period that the Company’s stock-based awards are expected to be outstanding and was determined based on the Company's historical experience.

Expected Volatility—Expected volatility is based on the Company's implied and historical volatility.

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.

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 | 104

Table of Content s

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Determining Fair Value

The fair value of our RSUs are based on the closing market price of our common stock on the date of grant.

We estimate the fair value of stock options granted using the Black-Scholes option pricing model.

This fair value is then amortized ratably over the requisite service periods of the awards, which is generally the vesting period.

The key inputs in using the Black-Scholes-option-pricing model were as follows:

Expected Term—Our expected term represents the period that our stock-based awards are expected to be outstanding and was determined based on our historical experience.

Expected Volatility—Expected volatility is based on our implied and historical volatility.

Expected Dividend—The Black-Scholes valuation model calls for a single expected dividend yield as an input and the we have 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.

12 unchanged sentences

Weighted-average fair value of options $ 26.94 $ 28.58 $ 6.21

$ 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, 2025, 2024, and 2023 (in thousands):

8 unchanged sentences

Stock-based compensation expense, net $ 238,890 $ 138,697 $ 36,327

As of June 30, 2024, $ 165.7 million of unrecognized compensation cost related to stock options is expected to be recognized over a weighted-average period of 3.21 years and $ 460.2 million of unrecognized compensation cost related to unvested RSUs is expected to be recognized over a weighted-average period of 2.70 years.

Additionally, as described below, $ 18.9 million of unrecognized compensation cost related to the 2023 CEO Performance Stock Option is expected to be recognized over a period of 2.5 years.

SMCI | 2025 Form 10-K | 105

Table of Content s

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

During the year ended June 30, 2025, stock-based compensation expense capitalized to our consolidated balance sheets was $ 0.5 million.

During the year ended June 30, 2024 and 2023, there was no stock-based compensation expense capitalized to our consolidated balance sheets.

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”).

In March 2021, our 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 our CEO (the “2021 CEO Performance Stock Option”).

As of June 30, 2025, the 2021 CEO Performance Stock Option had fully vested based upon achievement of operational and stock price milestones as follows:

Annualized Revenue Milestone (in billions) Achievement Status Stock Price Milestone Achievement Status

$ 4.0 Achieved $ 4.50 Achieved (1)

$ 4.8 Achieved $ 6.00 Achieved (2)

$ 5.8 Achieved $ 7.50 Achieved (3)

$ 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 our Compensation Committee in August 2022.

(2) The vesting of the second tranche of 2,000,000 option shares under the 2021 CEO Performance Stock Option representing one-fifth of such award was certified by our Compensation Committee in October 2022.

(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 our Compensation Committee in January 2023.

(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 our 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 our Compensation Committee in February 2024.

During the fiscal year ended June 30, 2025, we did no t recognize compensation expense related to the 2021 CEO Performance Stock Option.

During the fiscal year ended June 30, 2024, we recognized compensation expense related to the 2021 CEO Performance Stock Option of $ 0.7 million.

As of June 30, 2025 and 2024, we had no 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 our 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 our 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, our 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.

SMCI | 2025 Form 10-K | 106

Table of Content s

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The achievement status of the operational and stock price milestones as of June 30, 2025 was as follows:

Annualized Revenue Milestone (in billions) (1)

Achievement Status

Stock Price Milestone

Achievement Status Stock Price Milestone (1)

Achievement Status

1 unchanged sentence

$ 45 Achieved (2)

$ 4.8 Achieved $ 6.00 Achieved (2)

$ 15.0 Achieved (7)

4 unchanged sentences

$ 90 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.

(2) The vesting of the second 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 October 2022.

(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) 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.

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

$ 21.0 Achieved (10)

$ 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

2 unchanged sentences

(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.

(6) On February 27, 2025, the Compensation Committee certified achievement of the $ 13.0 billion revenue milestone based on our previous four consecutive fiscal quarters revenue as of June 30, 2024.

(7) On April 22, 2025, the Compensation Committee certified achievement of the $ 15.0 billion revenue milestone based on our previous four consecutive fiscal quarters revenue as of September 30, 2024.

(8) On April 22, 2025, the Compensation Committee certified achievement of the $ 17.0 billion revenue milestone based on our previous four consecutive fiscal quarters revenue as of September 30, 2024.

(9) On April 22, 2025, the Compensation Committee certified achievement of the $ 19.0 billion revenue milestone based on our previous four consecutive fiscal quarters revenue as of December 31, 2024.

(10) On August 26, 2025, the Compensation Committee certified achievement of the $ 21.0 billion revenue milestone based on our previous four consecutive fiscal quarters revenue as of March 31, 2025.

During the fiscal years ended June 30, 2025 and 2024, we recognized compensation expense related to the 2023 CEO Performance Stock Option of $ 13.4 million and $ 49.1 million.

As of June 30, 2025, we had $ 5.5 million in unrecognized compensation cost related to the 2023 CEO Performance Stock Option.

The unrecognized compensation cost as of June 30, 2025 is expected to be recognized over a period of 1.5 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.

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.

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 our future financial performance, each quarter, we 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 we expect to achieve that operational milestone, or its “expected operational milestone achievement time.” When we first determine that an operational milestone has become probable of being achieved, we 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).

We 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.

Each quarter thereafter, we 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.

SMCI | 2025 Form 10-K | 107

Table of Content s

SUPER MICRO COMPUTER, INC.

3 unchanged sentences

Share Weighted

Grant Date Fair Value

Grant Date Fair Value Weighted

(in Years) Aggregate

6 unchanged sentences

Balance as of June 30, 2025 34,848,133 $ 22.47 $ — 6.99 $ 988,321

Options vested and expected to vest as of June 30, 2024 35,443,550 $ 17.57

Options exercisable as of June 30, 2025 23,287,734 $ 15.12 $ — 6.15 $ 802,643

As of June 30, 2025, $ 221.3 million of unrecognized compensation cost related to stock options and CEO performance stock options is expected to be recognized over a weighted-average period of 2.65 years.

For the fiscal year ended June 30, 2025, the tax benefit from options exercised was $ 28.3 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.

The total pretax intrinsic value of options exercised during the fiscal years ended June 30, 2025, 2024, and 2023 was $ 182.9 million, $ 475.0 million, and $ 110.1 million, respectively.

In fiscal year 2025, we withheld 765,888 shares upon the exercise of stock options with value equivalent to the sum of the aggregate exercise price for the total number of shares exercised plus the minimum amount we were required to withhold to satisfy our statutory tax withholding obligations upon such exercise.

No shares were withheld from option exercises in fiscal years 2024 and 2023.

Total payments to tax authorities to satisfy our minimum withholding obligations were $ 27.2 million in fiscal year 2025 and none in fiscal years 2024 and 2023.

These payments are reflected as a financing activity within the consolidated statements of cash flows.

Pursuant to the terms of the 2020 Plan, shares withheld in connection with net-share settlements are not added back to the 2020 Plan.

Additional information regarding options outstanding as of June 30, 2025, is as follows:

26 unchanged sentences

34,848,133 6.99 $ 22.47 23,287,734 $ 15.12

RSU and PRSU Activity

In March 2020, the Compensation Committee granted a PRSU award to one of the Company's senior executives.

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.

SMCI | 2025 Form 10-K | 108

Table of Content s

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:

The following table summarizes RSU activity during the fiscal year ended June 30, 2025 under all plans:

Time-based RSUs Outstanding Weighted

2 unchanged sentences

Granted 10,621,254 $ 40.92

Released ( 10,340,470 ) $ 10.17

Vested ( 9,927,956 ) $ 19.92

Forfeited ( 1,537,641 ) $ 34.16

Balance as of June 30, 2025 20,428,647 $ 34.22

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.

In fiscal years 2024, 2023 and 2022, the Company withheld 3,142,910 , 3,047,520 and 2,324,610 shares with value equivalent to the employees' minimum statutory obligation for the applicable income and other employment taxes from the vesting and release of 10,340,470 , 9,936,350 and 7,636,410 RSUs and PRSUs, respectively, and remitted the cash to the appropriate taxing authorities.

The total shares withheld were based on the value of the RSUs on their respective vesting dates as determined by the Company's closing stock price.

As of June 30, 2025, $ 610.1 million of unrecognized compensation cost related to unvested RSUs is expected to be recognized over a weighted-average period of 2.51 years.

Total fair value of RSUs vested as of the respective vesting dates for the fiscal years ended June 30, 2025, 2024, and 2023 was approximately $ 197.8 million, $ 105.2 million, and $ 37.6 million, respectively.

The total pretax intrinsic value of RSUs vested was $ 376.9 million, $ 563.0 million, and $ 95.0 million for the fiscal years ended June 30, 2025, 2024, and 2023, respectively.

In fiscal years 2025, 2024, and 2023, we withheld 3,008,315 , 3,142,910 , and 3,047,520 RSUs with value equivalent to the employees’ minimum statutory obligation for the applicable income and other employment taxes from the vesting and release of 9,927,956 , 10,340,470 , and 9,936,350 RSUs, respectively, and remitted the cash to the appropriate taxing authorities.

The total shares withheld were based on the value of the equity awards on their respective vesting dates as determined by our closing stock price.

Total payments for the employees’ tax obligations to tax authorities were $ 115.3 million, $ 174.4 million, and $ 28.2 million for the fiscal years ended June 30, 2025, 2024, and 2023, respectively, and are reflected as a financing activity within the consolidated statements of cash flows.

6 unchanged sentences

Income before income tax provision $ 1,211,916 $ 1,214,139 $ 754,297

The income tax provision for the fiscal years ended June 30, 2024, 2023 and 2022, consists of the following (in thousands):

SMCI | 2025 Form 10-K | 109

Table of Content s

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The income tax provision for the fiscal years ended June 30, 2025, 2024, and 2023, consists of the following (in thousands):

Years Ended June 30,

9 unchanged sentences

Income tax provision $ 156,851 $ 63,294 $ 110,666

The Company’s net deferred tax assets as of June 30, 2024 and 2023 consist of the following (in thousands):

Our net deferred tax assets as of June 30, 2025 and 2024 consist of the following (in thousands):

Capitalized research and development costs $ 334,534 $ 240,489

11 unchanged sentences

Total gross deferred income tax assets 758,608 438,762

438,762 208,593

Less valuation allowance ( 78,934 ) ( 59,841 )

( 59,841 ) ( 36,679 )

Total deferred tax assets 679,674 378,921

378,921 171,914

Right of use asset ( 65,946 ) ( 7,005 )

Depreciation and amortization ( 6,312 ) ( 6,744 )

( 6,744 ) ( 6,216 )

Total deferred tax liabilities ( 72,258 ) ( 13,749 )

( 13,749 ) ( 9,260 )

Deferred income tax assets, net $ 607,416 $ 365,172

SMCI | 2025 Form 10-K | 110

Table of Content s

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, 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.

We assess our deferred tax assets for recoverability on a regular basis, and where applicable, a valuation allowance is recorded to reduce the total deferred tax asset to an amount that will, more likely than not, be realized in the future.

As of June 30, 2025, we believe 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, 2025, the gross excess credits of $ 96.2 million, or net of federal tax benefit of $ 76.0 million, were sub ject to a full valuation allowance.

1 unchanged sentence

The change in valuation allowance is $ 19.1 million and $ 23.2 million for the fiscal years ended June 30, 2025 and 2024, respectively.

The Company will continue to review its deferred tax assets in accordance with the applicable accounting standards.

We will continue to review its deferred tax assets in accordance with the applicable accounting standards.

The net deferred tax assets balance as of June 30, 2025 and 2024 was $ 607.4 million and $ 365.2 million, respectively.

GAAP, the Company is allowed to make an accounting policy choice of either (i) treating taxes due on future U.S.

inclusions in taxable income related to Global Intangible Low-Taxed Income ("GILTI") as a current-period expense when incurred (the “period cost method”) or (ii) factoring such amounts into the measurement of its deferred taxes.

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.

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.

The Company previously asserted that all its foreign undistributed earnings were indefinitely reinvested.

As a result of the 2017 Tax Reform Act, the Company has determined that its foreign undistributed earnings are indefinitely reinvested except for Netherlands.

The Company may repatriate foreign earnings from Netherlands which are previously taxed income as a result of the 2017 Tax Reform Act.

The tax impact of such repatriation is estimated to be immaterial.

The following is a reconciliation for the fiscal years ended June 30, 2024, 2023 and 2022, of the statutory rate to the Company’s effective federal tax rate:

The following is a reconciliation for the fiscal years ended June 30, 2025, 2024, and 2023, of the statutory rate to our effective federal tax rate:

Years Ended June 30,

9 unchanged sentences

Officer Comp IRC section 162(m) limitation 0.9 1.8 0.2

Other, net 0.2 0.2 0.1

Effective tax rate 12.9 % 5.2 % 14.7 %

As of June 30, 2024, the Company had state research and development tax credit carryforwards of $ 95.9 million.

As of June 30, 2025, we had state research and development tax credit carryforwards of $ 126.3 million.

The state research and development tax credits will carry forward indefinitely to offset future state income taxes.

SMCI | 2025 Form 10-K | 111

Table of Content s

SUPER MICRO COMPUTER, INC.

4 unchanged sentences

For current year’s tax positions 6,632

For prior years’ tax positions 1,616

Gross decreases:

17 unchanged sentences

*Excludes interest, penalties, federal benefit of state reserves

The total amount of unrecognized tax benefits that would affect the effective tax rate, if recognized, was $ 28.6 million and $ 25.4 million as of June 30, 2024 and 2023, respectively.

The Company’s policy is to include interest and penalties related to unrecognized tax benefits within the income tax provision in the consolidated statements of operations.

As of June 30, 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.

The Company believes that it has adequately provided reserves for all uncertain tax positions;

however, amounts asserted by tax authorities could be greater or less than the Company’s current position.

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 Company is subject to taxation and files income tax returns in the U.S.

We had gross unrecognized tax benefits of $ 61.6 million, $ 53.4 million and $ 42.7 million as of June 30, 2025, 2024, and 2023, respectively.

For fiscal year 2025 and 2024, total unrecognized income tax benefits were $ 30.9 million, and $ 28.6 million, respectively, if recognized, would affect the effective tax rate.

Our policy is to include interest and penalties related to unrecognized tax benefits within the income tax provision in the consolidated statements of operations.

As of June 30, 2025 and 2024, we had accrued $ 5.0 million and $ 4.4 million for the payment of interest and penalties relating to unrecognized tax benefits, respectively.

The impact of interest and penalties on our income tax provision was immaterial for the fiscal years ended June 30, 2025, and June 30, 2024.

We believe that we have adequately provided reserves for all uncertain tax positions;

however, amounts asserted by tax authorities could be greater or less than our current position.

Accordingly, our provision on federal, state and foreign tax related matters to be recorded in the future may change as revised estimates are made or as the underlying matters are settled or otherwise resolved.

SMCI | 2025 Form 10-K | 112

Table of Content s

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

We are subject to taxation and files income tax returns in the U.S.

federal jurisdiction and various state and foreign jurisdictions.

4 unchanged sentences

These adjustments, if recognized, would positively impact our effective tax rate, and would be recognized as additional tax benefits.

SMCI | 2024 Form 10-K | 115

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Subsequent to June 30, 2025, the OBBBA was enacted in the U.S.

on July 4, 2025.

The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions.

The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

We are currently assessing its impact on our consolidated financial statements.

Commitments and Contingencies

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.

On August 30, 2024, three putative class action complaints were filed against us, 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.

11 unchanged sentences

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.

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 our financial results and its internal controls and procedures.

The Spatz and Menditto plaintiffs have voluntarily dismissed their respective complaints without prejudice against all Defendants, ending the suits.

The Averza, and Covey Financial, and Norfolk County complaints are pending as the Court finalizes the appointment of Universal-Investment-Gesellschaft mbH as lead plaintiff and prepares to consolidate the cases.

These matters are too preliminary to form a judgment as to whether the likelihood of an adverse outcome is probable and we are unable to estimate the possible loss or range of loss, if any.

SMCI | 2025 Form 10-K | 113

Table of Content s

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

On September 11, 2024, certain current and former directors and certain current officers of the Company were named as defendants in a putative derivative lawsuit filed in the U.S.

District Court for the Northern District of California, captioned Hollin v.

Liang, et al., Case No.

Liang, et al.

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.

Liang, et al.

5:24-cv-06779 (filed Sept.

26, 2024), Keritsis v.

Liang, et al., Case No.

Liang, et al.

5:24-cv-07753 (filed Nov.

6, 2024), Roy v.

Liang, et al., Case No.

Liang, et al.

5:24-cv-08006 (filed Nov.

14, 2024), and Jha v.

Liang, et al., No.

Liang, et al.

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.

On November 20, 2024, a similar putative derivative lawsuit was filed in the Superior Court of California, County of Santa Clara, captioned Spatz v.

Liang, et al.

24CV452241 (the “ Spatz Action”).

Two additional putative derivative lawsuits have been filed in the same court, captioned Clark v.

Liang, et al., Case No.

Liang, et al.

24CV454416 (filed Dec.

17, 2024) and Carter, et al.

Liang, et al., Case No.

Liang, et al.

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.

We were also named as a nominal defendant in the Derivative Litigation.

The Federal Derivative Litigation purports to allege derivative claims for breaches of Sections 10(b), 14(a), and 20(a) of the Securities Exchange Act of 1934, as amended, and Rules 10b-5 and 14a-9 promulgated thereunder, breach of fiduciary duty, aiding and abetting breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, waste of corporate assets, and contribution arising out of allegations that our officers and directors caused us to issue materially false and misleading statements concerning our 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.

On January 14, 2025, the Court in the Hollin Action granted plaintiffs’ motion to consolidate the five previously stayed Federal Derivative Litigation actions.

On March 24, 2025, the Court in the Spatz Action entered a Stipulation and Order staying all proceedings and consolidating the three State Court Derivative Litigation actions.

These matters are too preliminary to form a judgment as to whether the likelihood of an adverse outcome is probable and we are unable to estimate the possible loss or range of loss, if any.

On November 22, 2024, a putative class action claim was filed against us 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.

The claim alleges that we violated Common Law (primary and secondary market misrepresentations) and the Ontario Securities Act, due to alleged misrepresentations and/or omissions in public statements regarding our financial results and its internal controls and procedures.

We filed a motion to dismiss for lack of jurisdiction on August 1, 2025, with the hearing scheduled for December 8, 2025.

The matter is too preliminary to form a judgment as to whether the likelihood of an adverse outcome is probable and we are unable to estimate the possible loss or range of loss, if any.

In late 2024, we received subpoenas from the Department of Justice and the Securities and Exchange Commission seeking a variety of documents following the publication of a short seller report in August 2024.

We are cooperating with these document requests and there have been no charges brought against any person as of the date of this filing.

Other legal proceedings and indemnifications

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.

The Company has entered into indemnification agreements with its current and former directors and executive officers.

Under these agreements, the Company has agreed to indemnify such individuals to the fullest extent permitted by law against liabilities that arise by reason of their status as directors or officers and to advance expenses incurred by such individuals in connection with related legal proceedings.

It is not possible to determine the maximum potential amount of payments the Company could be required to make under these agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each claim.

However, the Company maintains directors' and officers' liability insurance coverage to reduce its exposure to such obligations.

Purchase Commitments - The Company has agreements to purchase inventory and non-inventory items primarily through the next 12 months.

In addition to the matters described above, from time to time, we have 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 our consolidated financial condition, results of operations or liquidity as of June 30, 2025, and any prior periods.

We have entered into indemnification agreements with our current and former directors and executive officers.

Under these agreements, we have agreed to indemnify such individuals to the fullest extent permitted by law against liabilities that arise by reason of their status as directors or officers and to advance expenses incurred by such individuals in connection with related legal proceedings.

It is not possible to determine the maximum potential amount of payments we could be required to make under these agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each claim.

However, we maintain directors and officers liability insurance coverage to reduce our exposure to such obligations.

SMCI | 2025 Form 10-K | 114

Table of Content s

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Purchase Commitments - We have agreements to purchase inventory and non-inventory items primarily through the next 12 months.

As of June 30, 2025, these remaining non-cancelable commitments were $ 1.6 billion, including $ 148.9 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.

We also review and assess the need for expected loss liabilities on a quarterly basis for all products we do not expect to sell for but have committed purchases from suppliers.

There were no loss liabilities recognized in accrued liabilities in the consolidated balance sheets from purchase commitments as of June 30, 2025.

As of June 30, 2024, there was $ 26.4 million of 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 our operating lease commitments.

Retirement Plans

The Company sponsors a 401(k) savings plan for eligible United States employees and their beneficiaries.

Contributions by the Company are discretionary, and no contributions have been made by the Company for the fiscal years ended June 30, 2024, 2023 and 2022.

We sponsor a 401(k) savings plan for eligible United States employees and their beneficiaries.

Contributions made by us are discretionary, and no contributions have been made for the fiscal years ended June 30, 2025, 2024, and 2023.

Beginning in March 2003, employees of Super Micro Computer, B.V.

are required to deduct a portion of their gross wages based on a defined age-dependent premium and invest the amount in a defined contribution plan.

The Company is required to match the amount that is deducted monthly from employees’ wages.

Similar to contributions into a 401(k) plan, the Company's obligation is limited to the contributions made to the contribution plan.

Investment risk and investment rewards are assumed by the employees and not by the Company.

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.

We are required to match the amount that is deducted monthly from employees’ wages.

Similar to contributions into a 401(k) plan, our obligation is limited to the contributions made to the contribution plan.

Investment risk and investment rewards are assumed by the employees and not by us.

For the fiscal years ended June 30, 2025, 2024, and 2023, our matching contribution was $ 1.1 million, $ 1.1 million, and $ 0.9 million, respectively.

We contribute to a defined contribution pension plan administered by the government of Taiwan that covers all eligible employees within Taiwan.

Pension plan benefits are based primarily on participants’ compensation and years of service credited as specified under the terms of Taiwan’s plan.

The funding policy is consistent with the local requirements of Taiwan.

The Company's obligation is limited to the contributions made to the pension plan.

The Company has no control over the investment strategy of the assets of the government administered pension plan.

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 Taiwan Labor Standards Law for certain employees of Super Micro Computer, Inc.

Our obligation is limited to the contributions made to the pension plan.

We have no control over the investment strategy of the assets of the government administered pension plan.

For the fiscal years ended June 30, 2025, 2024, and 2023, our contribution was $ 4.6 million, $ 4.1 million, and $ 3.6 million, respectively.

We have a defined benefit pension plan under the Taiwan Labor Standards Law for certain employees of Super Micro Computer, Inc.

Taiwan that provides benefits based on an employee’s length of service and average monthly salary for the six-month period prior to retirement.

The Company contributes an amount equal to 2 % of salaries paid each month to the pension fund (the “Fund” ), which is administered by the Labor Pension Fund Supervisory Committee (the “Committee” ) and deposited in the Committee’s name in the Bank of Taiwan.

Before the end of each year, the Company assesses the balance in the Fund.

If the amount of the balance in the Fund is inadequate to pay retirement benefits for eligible employees in the next year, the Company is required to fund the difference in one appropriation that should be made before the end of March 31 of the next year.

We contribute an amount equal to 2 % of salaries paid each month to the pension fund (the “Fund” ), which is administered by the Labor Pension Fund Supervisory Committee (the “Committee” ) and deposited in the Committee’s name in the Bank of Taiwan.

Before the end of each year, we assess the balance in the Fund.

If the amount of the balance in the Fund is inadequate to pay retirement benefits for eligible employees in the next year, we are required to fund the difference in one appropriation that should be made before the end of March 31 of the next year.

The Fund is operated and managed by the government’s designated authorities.

As such, the Company does not have any right to intervene in the investments of the Fund.

For the fiscal years ended June 30, 2024, 2023 and 2022, the Company recorded a pension expense of $( 0.1 ) million, $( 0.1 ) million and $ 0.4 million, respectively.

As such, we do not have any right to intervene in the investments of the Fund.

For the fiscal years ended June 30, 2025, 2024, and 2023, we recorded a pension credit of $ 0.1 million, $ 0.1 million, and $ 0.1 million, respectively.

SMCI | 2025 Form 10-K | 115

Table of Content s

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Segment Reporting

The Company operates in one operating segment that develops and provides high performance server solutions based upon an innovative, modular and open-standard architecture.

The Company’s chief operating decision maker is the Chief Executive Officer.

The following is a summary of property, plant and equipment, net (in thousands):

Segment Information

We operate in one operating segment that develops and provides high-performance server solutions based upon an innovative, modular and open-standard architecture.

Our Chief Executive Officer is the chief operating decision maker (“CODM”) and is responsible for assessing our performance.

Our organizational structure is based on functional lines, with department heads and shared resources reporting either directly to the CODM or to a direct report of the CODM.

The CODM reviews financial information presented on a consolidated basis and uses net income for purposes of evaluating financial performance and making operating decisions for us.

The CODM reviews significant operating expenses as components of net income, including research and development expenses, sales and marketing expenses, and general and administrative expenses, which are each separately disclosed and presented in the consolidated statements of operations.

Additionally, the CODM reviews significant segment expenses including the net provision for excess and obsolete inventory, recorded to cost of sales, which is separately disclosed in Note 6, “Balance Sheet Components”, and stock-based compensation, which is separately disclosed in Note 11, “Stock-based Compensation and Stockholders’ Equity” in the notes to the consolidated financial statements.

The measure of segment assets is reported on the consolidated balance sheet as total consolidated assets.

The accounting policies of our consolidated segment are the same as those described in Note 1, “Organization and Summary of Significant Accounting Policies”

Long-lived assets

The following is a summary of property, plant, and equipment, net (in thousands):

United States $ 313,739 $ 281,874

Taiwan 104,435 107,878

61,205 21,740

Other countries

$ 504,488 $ 414,008

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.

The table above excludes other assets and intangible assets.

Operating lease assets in the United States and the Netherlands were $ 279.5 million and $ 10.4 million as of June 30, 2025, respectively.

Operating lease assets in the United States was $ 29.3 million as of June 30, 2024.

Operating lease assets in all other countries were less than 10% as of June 30, 2025 and 2024.

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.

Disaggregation of Revenue

For the year ended June 30, 2025, 59.4 % and 10.9 % of revenues were from the United States and Thailand, respectively.

For the year ended June 30, 2024 and 2023, 68.0 % and 67.9 % of our revenues were from the United States.

Revenue from all other countries were individually less than 10% for each of the periods presented.

Our revenue by geographic region is based on where the products were shipped to for fiscal years ended June 30, 2025, 2024, and 2023.

SMCI | 2025 Form 10-K | 116

Table of Content s

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.

Subsequent Events

On July 16, 2025, we entered into a Receivables Purchase Agreement (as amended, supplemented or otherwise modified from time to time, the “Receivables Purchase Agreement”), by and among, us, as seller and guarantor, MUFG Bank, Ltd.

(“MUFG”), Crédit Agricole Corporate and Investment Bank, and certain other entities from time to time party thereto as purchasers (the “Purchasers”), and MUFG as administrative agent (in such capacity, the “Administrative Agent”).

Pursuant to the Receivables Purchase Agreement, we may, subject to the terms and conditions set out therein, sell certain of its accounts receivable and related rights to the Purchasers (the “Purchased Receivables”).

The Receivables Purchase Agreement provides for an uncommitted facility with an initial aggregate facility limit of $ 1,790.0 million.

The Purchasers may elect in their sole direction to purchase eligible accounts receivable offered by us under the Receivables Purchase Agreement at the applicable purchase discount.

The purchase price for any purchased receivable will be the net invoice amount of the purchased receivable, minus the applicable discount, which is set at Term SOFR (as defined in the Receivables Purchase Agreement) plus a specified discount assigned to each account debtor in the range of 1.15 % - 2.80 %, and calculated on the basis of a specified discount period.

In the event the purchase of such Purchased Receivables is not characterized as a sale, we will be deemed to have granted a security interest in such Purchased Receivables and the proceeds thereof in favor of the Purchasers.

Either us, the Administrative Agent, or the Required Purchasers (as defined in the Receivables Purchase Agreement) have the right to terminate the Receivables Purchase Agreement with 30 days’ prior written notice to the other party, or, if a Termination Event (as defined in the Receivables Purchase Agreement) shall have occurred and be continuing, the Receivables Purchase Agreement may be terminated by the Administrative Agent or the Required Purchasers immediately upon written notice to us.

SMCI | 2025 Form 10-K | 117

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.

Ernst and Young LLP (“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.

In late July 2024, EY communicated to the Audit Committee (the “Audit Committee”) of our Board of Directors (the “Board”) concerns about certain matters related to governance, transparency, and our internal control over financial reporting.

In response, the Board appointed a new director to the Board and formed an independent special committee (the “Special Committee”) to review these matters (the “Review”).

The Special Committee engaged independent outside counsel Cooley LLP and forensic accounting firm Secretariat Advisors, LLC to aid in an investigation on behalf of and at the direction of the Special Committee.

The Special Committee’s investigation was intended to assess whether the information brought to the Audit Committee’s attention by EY, and certain other matters identified during the Review, raised substantial concerns about (i) the integrity of our senior management and Audit Committee, (ii) the commitment of our senior management and Audit Committee to ensuring that the Company’s financial statements are materially accurate, (iii) the Audit Committee’s independence and ability to provide proper oversight over matters relating to financial reporting, and (iv) the tone at the top of the Company with regard to rehiring certain former employees and financial reporting.

On October 2, 2024, the Special Committee reported its interim findings to EY and the Board.

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:

EY subsequently resigned as the Company’s independent public accounting firm, by letter dated October 24, 2024.

In that 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.

As described in the Form 8-K we filed on October 30, 2024 (“October 2024 8-K”), other than what’s described in the October 2024 8-K, during the fiscal years ended June 30, 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 that 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.

We disagreed with EY’s decision to resign as our independent registered public accounting firm for a number of reasons, including that a significant number of audit procedures were incomplete and the Special Committee had not yet obtained all information relevant for the Review and had not concluded the Review.

SMCI | 2025 Form 10-K | 118

On December 2, 2024, we announced that the Special Committee completed its Review.

Among the findings by the Special Committee were:

• The evidence reviewed by the Special Committee did not give rise to any substantial concerns about the integrity of our senior management or the Audit Committee, or their commitment to ensuring that our financial statements are materially accurate.

• With respect to the matters investigated by the Special Committee, the Audit Committee demonstrated appropriate independence and generally provided proper oversight over matters relating to financial reporting.

• With respect to the rehiring of former employees, the tone at the top of our company was appropriate and fully consistent with a commitment to proper financial reporting and legal compliance.

• The Special Committee did not believe that the resignation of EY or the conclusions reached by EY (as described in EY’s letter of resignation dated October 24, 2024 and described in our Current Report on Form 8-K filed October 30, 2024) were supported by the facts examined in the Review, the Special Committee’s interim findings reported to EY on October 2, 2024, or the Special Committee’s final findings.

Due to EY’s stated concerns and subsequent resignation, we were unable to timely file our Annual Report and Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2024 and December 31, 2024 (together the “Delinquent Reports”) as required under Nasdaq’s Listing Rule 5250(c)(1).

On December 6, 2024, Nasdaq granted us an exception to Nasdaq’s Listing Rule 5250(c)(1), allowing us to file all the Delinquent Reports by February 25, 2025.

On February 25, 2025, we filed all the Delinquent Reports.

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